Common use of Exculpation; Indemnification Clause in Contracts

Exculpation; Indemnification. (i) No Partner shall be liable to the Company or to any Partner for any act performed or omitted to be performed by it on behalf of the Company provided such act or omission was taken in good faith, and did not constitute fraud, gross negligence or willful misconduct or constitute a material breach of this Agreement. (ii) The Partners shall be indemnified, defended and held harmless by the Company from and against any and all expenses (including reasonable attorneys’ fees), losses, damages, liabilities, charges and claims of any kind or nature whatsoever including the cost of seeking to enforce this indemnification right (collectively “Indemnified Losses”), incurred by them in their capacities as Partners, arising out of or incidental to any act performed or omitted to be performed by any one or more of the Partners in good faith in their capacities as Partners and/or in connection with the business of the Company, including any act or omission constituting ordinary negligence of such Partners, provided that such act or omission did not constitute gross negligence, willful misconduct or fraud or constitute a material breach of this Agreement. (iii) The Company and the other Partners shall be indemnified and held harmless by each Partner from and against any and all Indemnified Losses arising out of or incidental to any act or omission taken in bad faith by such Partner, or any fraudulent act, gross negligence, or willful misconduct performed by such Partner or material breach of this Agreement by such Partner. (iv) All indemnification obligations under this Agreement shall also run to the benefit of any Affiliate of any Partner or any principal, partner, member, manager, shareholder, controlling person, officer, director, agent or employee of any of the aforesaid Persons.

Exculpation; Indemnification. (i) No Partner 4.1 The Distributor shall not be liable to Agent nor the Participating Organization and Agent and the Participating Organization shall not be liable to the Company Distributor except for acts or failures to act which constitute lack of good faith or gross negligence and for obligations expressly assumed by either party hereunder. Nothing contained in this Agreement is intended to operate as a waiver by the Distributor or by Agent or the Participating Organization of compliance with any provisions of the Securities Act, the Securities Exchange Act of 1934, the 1940 Act, the rules and regulations promulgated by the SEC, the NASD or any state securities administrator, or the applicable rules and regulations promulgated by federal banking agencies. 4.2 Agent and the Participating Organization will indemnify the Distributor and hold it harmless from any claims or assertions relating to the lawfulness of Agent's or the Participating Organization's participation in this Agreement and the transactions contemplated hereby or relating to any Partner for any act performed or omitted to be performed by it on behalf of the Company provided such act or omission was taken in good faith, and did not constitute fraud, gross negligence or willful misconduct or constitute a material breach of this Agreement. (ii) The Partners shall be indemnified, defended and held harmless by the Company from and against any and all expenses (including reasonable attorneys’ fees), losses, damages, liabilities, charges and claims activities of any kind persons or nature whatsoever including entities affiliated with Agent or the cost of seeking to enforce this indemnification right (collectively “Indemnified Losses”), incurred by them in their capacities as Partners, arising out of or incidental to any act Participating Organization which are performed or omitted to be performed by any one or more of the Partners in good faith in their capacities as Partners and/or in connection with the business discharge of Agent's or the Participating Organization's responsibilities under this Agreement. If such claims are asserted, the Distributor shall have the right to manage its own defense, including the selection and engagement of legal counsel, and all costs of such defense shall be born by Agent and the Participating Organization. 4.3 The Distributor will indemnify Agent and the Participating Organization and will hold Agent and the Participating Organization harmless from any claims or assertions relating to the lawfulness of the CompanyDistributor's participation in this Agreement and the transactions contemplated hereby or relating to any activities or any persons or entities affiliated with the Distributor which are performed in connection with the discharge of the Distributor's responsibilities under this Agreement. If any such claims are asserted, Agent and the Participating Organization shall have the right to manage their own defense, including any act or omission constituting ordinary negligence the selection and engagement of legal counsel, and all costs of such Partners, provided that such act or omission did not constitute gross negligence, willful misconduct or fraud or constitute a material breach of this Agreement. (iii) The Company and the other Partners defense shall be indemnified and held harmless born by each Partner from and against any and all Indemnified Losses arising out of or incidental to any act or omission taken in bad faith by such Partner, or any fraudulent act, gross negligence, or willful misconduct performed by such Partner or material breach of this Agreement by such Partnerthe Distributor. (iv) All indemnification obligations under this Agreement shall also run to the benefit of any Affiliate of any Partner or any principal, partner, member, manager, shareholder, controlling person, officer, director, agent or employee of any of the aforesaid Persons.

Exculpation; Indemnification. (i) No Partner The Sellers Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Seller. The Sellers Representative shall not be liable to the Company or to any Partner Seller for any act performed action taken or omitted to be performed by it on behalf or any agent employed by it hereunder or under any other document entered into in connection herewith, except that the Sellers Representative shall not be relieved of any liability imposed by Law for willful misconduct. The Sellers Representative shall not be liable to Sellers for any apportionment or distribution of payments made by the Company provided such act or omission was taken Sellers Representative in good faith, and did if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Seller to whom payment was due, but not constitute fraudmade, gross negligence shall be to recover from other Sellers any payment in excess of the amount to which they are determined to have been entitled. The Sellers Representative shall not be required to make any inquiry concerning either the performance or willful misconduct observance of any of the terms, provisions or constitute a material breach conditions of this Agreement. (ii) . Neither the Sellers Representative nor any agent or advisor employed by it shall incur any liability to any Seller relating to the performance of its duties hereunder, except for actions or omissions constituting fraud or bad faith. The Partners shall be indemnified, defended Sellers do hereby jointly and held severally agree to indemnify and hold the Sellers Representative harmless by the Company from and against any and all expenses (including reasonable attorneys’ fees)liability, lossescost, damages, liabilities, charges and claims of any kind expense or nature whatsoever including the cost of seeking to enforce this indemnification right (collectively “Indemnified Losses”), damage reasonably incurred by them in their capacities or suffered as Partners, arising out of or incidental to any act performed or omitted to be performed by any one or more a result of the Partners in good faith in their capacities as Partners and/or in connection with the business of the Company, including any act or omission constituting ordinary negligence performance of such PartnersSellers Representative’ duties under this Agreement, provided that such act except for actions or omission did not constitute gross negligence, willful misconduct or omissions constituting fraud or constitute a material breach of this Agreementbad faith. (iii) The Company and the other Partners shall be indemnified and held harmless by each Partner from and against any and all Indemnified Losses arising out of or incidental to any act or omission taken in bad faith by such Partner, or any fraudulent act, gross negligence, or willful misconduct performed by such Partner or material breach of this Agreement by such Partner. (iv) All indemnification obligations under this Agreement shall also run to the benefit of any Affiliate of any Partner or any principal, partner, member, manager, shareholder, controlling person, officer, director, agent or employee of any of the aforesaid Persons.

Exculpation; Indemnification. (ia) No Partner The Trust shall not be liable to Authorized Firm and Authorized Firm shall not be liable to the Company Trust except for acts or failures to act which constitute lack of good faith or gross negligence and for obligations expressly assumed by either party hereunder. Nothing contained in this Agreement is intended to operate as a waiver by the Trust or by Authorized Firm of compliance with any applicable federal or state law, rule, or regulation and the rules and regulations promulgated by the National Association of Securities Dealers, Inc. (b) Authorized Firm will indemnify the Trust and hold it harmless from any claims or assertions relating to the lawfulness of Authorized Firm’s participation in this Agreement and the transactions contemplated hereby or relating to any Partner for any act performed or omitted to be performed by it on behalf of the Company provided such act or omission was taken in good faith, and did not constitute fraud, gross negligence or willful misconduct or constitute a material breach of this Agreement. (ii) The Partners shall be indemnified, defended and held harmless by the Company from and against any and all expenses (including reasonable attorneys’ fees), losses, damages, liabilities, charges and claims activities of any kind persons serving as officers or nature whatsoever including the cost employees of seeking to enforce this indemnification right (collectively “Indemnified Losses”), incurred by them in their capacities as Partners, arising out of or incidental to any act Authorized Firm and performed or omitted to be performed by any one or more of the Partners in good faith in their capacities as Partners and/or in connection with the business discharge of its responsibilities under this Agreement. If any such claims are asserted, the CompanyTrust shall have the right to manage its own defense, including any act or omission constituting ordinary negligence the selection and engagement of legal counsel of its choosing, and all reasonable costs of such Partners, provided that such act or omission did not constitute gross negligence, willful misconduct or fraud or constitute a material breach of this Agreementdefense shall be borne by Authorized Firm. (iiic) The Company Trust will indemnify the Authorized Firm and hold it harmless from any claims or assertions relating to the lawfulness of the Trust’s participation in this Agreement and the other Partners transactions contemplated hereby or relating to any activities of any persons serving as officers or employees of the Trust and performed in connection with the discharge of its responsibilities under this Agreement. If any such claims are asserted, the Authorized Firm shall have the right to manage its own defense, including the selection and engagement of legal counsel of its choosing, and all reasonable costs of such defense shall be indemnified and held harmless borne by each Partner from and against any and all Indemnified Losses arising out of or incidental to any act or omission taken in bad faith by such Partner, or any fraudulent act, gross negligence, or willful misconduct performed by such Partner or material breach of this Agreement by such Partnerthe Trust. (iv) All indemnification obligations under this Agreement shall also run to the benefit of any Affiliate of any Partner or any principal, partner, member, manager, shareholder, controlling person, officer, director, agent or employee of any of the aforesaid Persons.

Exculpation; Indemnification. (1) The Collateral Agent hereby accepts the agency created in this Agreement. Except as otherwise expressly required by this Section 13(e), the Collateral Agent shall not have any duty or liability with respect to the administration or investment of any property or the payment of income or principal to the Holders or Grantor, and no implied obligations shall be inferred from this Agreement. The Collateral Agent shall not be personally liable under any circumstances, except for its own willful misconduct or gross negligence. In particular, but not by way of limitation: (i) The Collateral Agent shall not be personally liable for any error of judgment made in good faith by an officer of the Collateral Agent; (ii) No Partner provision of this Agreement shall require the Collateral Agent to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Collateral Agent shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (iii) Under no circumstances shall the Collateral Agent be personally liable for the payment of any interest on any money or the Collateral held by it hereunder, except as otherwise agreed by the Collateral Agent; (iv) The Collateral Agent shall not be personally responsible for or in respect of the validity, value, genuineness or collectability of the Collateral or any other property, the validity or sufficiency of this Agreement, the correctness of the recitals contained herein or for the due execution hereof by Grantor or the Holders; (v) The Collateral Agent shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Collateral Agent may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Collateral Agent may for all purposes hereof rely on a certificate, signed by Grantor or the Holders, as to such fact or matter, and such certificate shall constitute full protection to the Company or to any Partner Collateral Agent for any act performed action taken or omitted to be performed taken by it on behalf of the Company provided such act or omission was taken in good faith, and did not constitute fraud, gross negligence or willful misconduct or constitute a material breach of this Agreement. (ii) The Partners shall be indemnified, defended and held harmless by the Company from and against any and all expenses (including reasonable attorneys’ fees), losses, damages, liabilities, charges and claims of any kind or nature whatsoever including the cost of seeking to enforce this indemnification right (collectively “Indemnified Losses”), incurred by them in their capacities as Partners, arising out of or incidental to any act performed or omitted to be performed by any one or more of the Partners in good faith in their capacities as Partners and/or reliance thereon. Collateral Agent shall not be liable for any acts or omissions of any agents or attorneys; (vi) In the exercise or administration of the agency hereunder, the Collateral Agent (A) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Collateral Agent shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Collateral Agent in connection good faith and (B) may consult with counsel, accountants and other skilled persons to be selected in good faith and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the business advice or opinion of any such counsel, accountants or other skilled persons; (vii) The Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the CompanyCollateral shall be to deal with them in a similar manner as the Collateral Agent deals with similar property for its own account, including any act or omission constituting ordinary negligence of such Partners, provided that such act or omission did not constitute gross negligence, willful misconduct or fraud or constitute a material breach of subject to the protections and limitations on liability afforded to the Collateral Agent under this Agreement.; (iiiviii) The Company At any time the Collateral Agent may request instructions in writing from Grantor or the Holders, as applicable, and the other Partners Collateral Agent shall not be indemnified and held harmless by each Partner from and against any and all Indemnified Losses arising out of or incidental liable with respect to any act or omission taken in bad faith by accordance with the instructions of the Holders or for refusing to take any action without such Partnerinstructions; (ix) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence or nonoccurrence of any act or event unless an officer of the Collateral Agent administrating this Agreement receives actual knowledge thereof; (x) Except as expressly provided in this Section 13(e), in accepting and performing the agency hereby created the Collateral Agent acts solely as agent hereunder and not in its individual capacity; (xi) Collateral Agent shall have no duties or obligations whatsoever except for those expressly set forth herein and shall, without limitations, not be required to review or act in accordance with, or be deemed to have knowledge of the contents of, any fraudulent act, gross negligence, Modification Agreement; and (xii) Collateral Agent shall have no notice of any Event of Default or willful misconduct performed by such Partner or material breach other default unless an officer of the Collateral Agent administrating this Agreement by such Partner. (iv) All indemnification obligations under this Agreement shall also run to the benefit of any Affiliate of any Partner or any principal, partner, member, manager, shareholder, controlling person, officer, director, agent or employee of any receives actual notice of the aforesaid Personssame from Required Lenders.

Exculpation; Indemnification. (1) The Collateral Agent hereby accepts the agency created in this Agreement. Except as otherwise expressly required by this Section 13(e), the Collateral Agent shall not have any duty or liability with respect to the administration or investment of any property or the payment of income or principal to the Holders or Grantor, and no implied obligations shall be inferred from this Agreement. The Collateral Agent shall not be personally liable under any circumstances, except for its own willful misconduct or gross negligence. In particular, but not by way of limitation: (i) The Collateral Agent shall not be personally liable for any error of judgment made in good faith by an officer of the Collateral Agent; (ii) No Partner provision of this Agreement shall require the Collateral Agent to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Collateral Agent shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (iii) Under no circumstances shall the Collateral Agent be personally liable for the payment of any interest on any money or the Collateral held by it hereunder, except as otherwise agreed by the Collateral Agent; (iv) The Collateral Agent shall not be personally responsible for or in respect of the validity, value, genuineness or collectability of the Collateral or any other property, the validity or sufficiency of this Agreement, the correctness of the recitals contained herein or for the due execution hereof by Grantor or the Holders; (v) The Collateral Agent shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Collateral Agent may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Collateral Agent may for all purposes hereof rely on a certificate, signed by Grantor or the Holders, as to such fact or matter, and such certificate shall constitute full protection to the Company or to any Partner Collateral Agent for any act performed action taken or omitted to be performed taken by it on behalf of the Company provided such act or omission was taken in good faith, and did not constitute fraud, gross negligence or willful misconduct or constitute a material breach of this Agreement. (ii) The Partners shall be indemnified, defended and held harmless by the Company from and against any and all expenses (including reasonable attorneys’ fees), losses, damages, liabilities, charges and claims of any kind or nature whatsoever including the cost of seeking to enforce this indemnification right (collectively “Indemnified Losses”), incurred by them in their capacities as Partners, arising out of or incidental to any act performed or omitted to be performed by any one or more of the Partners in good faith in their capacities as Partners and/or reliance thereon; (vi) In the exercise or administration of the agency hereunder, the Collateral Agent (A) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Collateral Agent shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Collateral Agent in connection good faith and (B) may consult with counsel, accountants and other skilled persons to be selected in good faith and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the business advice or opinion of any such counsel, accountants or other skilled persons; (vii) The Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the CompanyCollateral shall be to deal with them in a similar manner as the Collateral Agent deals with similar property for its own account, including any act or omission constituting ordinary negligence of such Partners, provided that such act or omission did not constitute gross negligence, willful misconduct or fraud or constitute a material breach of subject to the protections and limitations on liability afforded to the Collateral Agent under this Agreement.; (iiiviii) The Company At any time the Collateral Agent may request instructions in writing from Grantor or the Holders, as applicable, and the other Partners Collateral Agent shall not be indemnified and held harmless by each Partner from and against any and all Indemnified Losses arising out of or incidental liable with respect to any act or omission taken in bad faith by accordance with the instructions of the Holders or for refusing to take any action without such Partner, or any fraudulent act, gross negligence, or willful misconduct performed by such Partner or material breach of this Agreement by such Partner.instructions; (ivix) All indemnification obligations under this Agreement The Collateral Agent shall also run not be deemed to have knowledge or notice of the benefit occurrence or nonoccurrence of any Affiliate of any Partner act or any principalevent unless the Collateral Agent shall have actual knowledge thereof; and (x) Except as expressly provided in this Section 13(e), partner, member, manager, shareholder, controlling person, officer, director, in accepting and performing the agency hereby created the Collateral Agent acts solely as agent or employee of any of the aforesaid Personshereunder and not in its individual capacity.

Exculpation; Indemnification. (i) No Partner 4.1 The Distributor shall not be liable to the Company Participating Organization and the Participating Organization shall not be liable to the Distributor except for acts or failures to act which constitute lack of good faith or gross negligence and for obligations expressly assumed by either party hereunder. Nothing contained in this Agreement is intended to operate as a waiver by the Distributor or by the Participating Organization of compliance with any provisions of the Securities Act, the Securities Exchange Act of 1934, the 1940 Act, the rules and regulations promulgated by the SEC, the NASD or any state securities administrator, or the applicable rules and regulations promulgated by federal banking agencies. 4.2 The Participating Organization will indemnify the Distributor and hold it harmless from any claims or assertions relating to the lawfulness of the Participating Organization's participation in this Agreement and the transactions contemplated hereby or relating to any Partner for any act performed or omitted to be performed by it on behalf of the Company provided such act or omission was taken in good faith, and did not constitute fraud, gross negligence or willful misconduct or constitute a material breach of this Agreement. (ii) The Partners shall be indemnified, defended and held harmless by the Company from and against any and all expenses (including reasonable attorneys’ fees), losses, damages, liabilities, charges and claims activities of any kind persons or nature whatsoever including entities affiliated with the cost of seeking to enforce this indemnification right (collectively “Indemnified Losses”), incurred by them in their capacities as Partners, arising out of or incidental to any act Participating Organization which are performed or omitted to be performed by any one or more of the Partners in good faith in their capacities as Partners and/or in connection with the business discharge of the CompanyParticipating Organization's responsibilities under this Agreement. If such claims are asserted, the Distributor shall have the right to manage its own defense, including any act or omission constituting ordinary negligence the selection and engagement of legal counsel, and all costs of such Partners, provided that such act defense shall be born by the Participating Organization. 4.3 The Distributor will indemnify the Participating Organization and will hold the Participating Organization harmless from any claims or omission did not constitute gross negligence, willful misconduct assertions relating to the lawfulness of the Distributor's participation in this Agreement and the transactions contemplated hereby or fraud relating to any activities or constitute a material breach any persons or entities affiliated with the Distributor which are performed in connection with the discharge of the Distributor's responsibilities under this Agreement. (iii) The Company . If any such claims are asserted, the Participating Organization shall have the right to manage its own defense, including the selection and the other Partners engagement of legal counsel, and all costs of such defense shall be indemnified and held harmless born by each Partner from and against any and all Indemnified Losses arising out of or incidental to any act or omission taken in bad faith by such Partner, or any fraudulent act, gross negligence, or willful misconduct performed by such Partner or material breach of this Agreement by such Partnerthe Distributor. (iv) All indemnification obligations under this Agreement shall also run to the benefit of any Affiliate of any Partner or any principal, partner, member, manager, shareholder, controlling person, officer, director, agent or employee of any of the aforesaid Persons.