Common use of Exculpatory Provision Clause in Contracts

Exculpatory Provision. In the exercise of the powers of the Authority, the Trustee and their respective trustees, directors, officers, employees and agents (each, an “Indemnified Party”) under this Agreement, each Indemnified Party shall not be accountable or liable to the Borrower for any actions taken or omitted by such Indemnified Party in good faith and believed by it or them to be authorized or within their discretion or rights or powers conferred upon them (other than the negligence or willful misconduct of such Indemnified Party), all such liability, if any, being expressly waived by the Borrower by the execution of this Agreement. The Borrower shall indemnify and hold harmless each Indemnified Party against any claim or liability based on the foregoing asserted by any other Person. In case any action shall be brought against an Indemnified Party in respect of which indemnity may be sought against the Borrower, such Indemnified Party shall promptly notify the Borrower in writing and the Borrower shall assume the defense thereof, including the employment of counsel of the Borrower’s choice and the payment of all expenses. Such Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by such Indemnified Party unless the employment of such counsel has been authorized by the Borrower. The Borrower shall not be liable for any settlement of any such action without its consent but if any such action is settled with the consent of the Borrower or if there be final judgment for the plaintiff of any such action, the Borrower agrees to indemnify and hold harmless such Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

Exculpatory Provision. In The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the exercise other Loan Documents. Without limiting the generality of the powers of the Authorityforegoing, the Trustee and their respective trustees, directors, officers, employees and agents Administrative Agent: (each, an “Indemnified Party”a) under this Agreement, each Indemnified Party shall not be accountable subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law; and (c) except as expressly set forth herein and in the other Loan Documents, shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower for or any actions taken of its Affiliates that is communicated to or omitted by such Indemnified Party in good faith and believed by it or them to be authorized or within their discretion or rights or powers conferred upon them (other than the negligence or willful misconduct of such Indemnified Party), all such liability, if any, being expressly waived obtained by the Borrower by the execution Person serving as Administrative Agent or any of this Agreementits Affiliates in any capacity. The Borrower shall indemnify and hold harmless each Indemnified Party against any claim or liability based on the foregoing asserted by any other Person. In case any action shall be brought against an Indemnified Party in respect of which indemnity may be sought against the Borrower, such Indemnified Party shall promptly notify the Borrower in writing and the Borrower shall assume the defense thereof, including the employment of counsel of the Borrower’s choice and the payment of all expenses. Such Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by such Indemnified Party unless the employment of such counsel has been authorized by the Borrower. The Borrower Administrative Agent shall not be liable for any settlement of any such action without its consent but if any such action is settled taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.02 and Article VII) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement or the other Loan Documents, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement or the other Loan Documents, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or if there a Lender. The Administrative Agent shall not be final judgment responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the plaintiff contents of any such actioncertificate, report or other document delivered hereunder or in connection herewith or therewith, (iii) the Borrower agrees performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to indemnify and hold harmless such Indemnified Party from and against any loss or liability by reason confirm receipt of such settlement or judgmentitems expressly required to be delivered to the Administrative Agent.

Exculpatory Provision. In The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the exercise other Loan Documents. Without limiting the generality of the powers of the Authorityforegoing, the Trustee and their respective trustees, directors, officers, employees and agents Administrative Agent: (each, an “Indemnified Party”a) under this Agreement, each Indemnified Party shall not be accountable subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law; and (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower for Company or any actions taken of its Affiliates that is communicated to or omitted by such Indemnified Party in good faith and believed by it or them to be authorized or within their discretion or rights or powers conferred upon them (other than the negligence or willful misconduct of such Indemnified Party), all such liability, if any, being expressly waived obtained by the Borrower by Person serving as the execution Administrative Agent or any of this Agreementits Affiliates in any capacity. The Borrower shall indemnify and hold harmless each Indemnified Party against any claim or liability based on the foregoing asserted by any other Person. In case any action shall be brought against an Indemnified Party in respect of which indemnity may be sought against the Borrower, such Indemnified Party shall promptly notify the Borrower in writing and the Borrower shall assume the defense thereof, including the employment of counsel of the Borrower’s choice and the payment of all expenses. Such Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by such Indemnified Party unless the employment of such counsel has been authorized by the Borrower. The Borrower Administrative Agent shall not be liable for any settlement of any such action without its consent but if any such action is settled taken or not taken by it (i) with the consent or at the request of the Borrower Majority Lenders (or if there such other number or percentage of the Lenders as shall be final judgment for necessary, or as the plaintiff Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 12.12 and 8.2) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such actionDefault is given to the Administrative Agent by the Company, a Lender, the Borrower agrees Swingline Lender or an Issuing Bank. The Administrative Agent shall not be responsible for or have any duty to indemnify and hold harmless such Indemnified Party from and against ascertain or inquire into (i) any loss statement, warranty or liability by reason representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of such settlement any certificate, report or judgmentother document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Exculpatory Provision. In Sublessor shall not be in default of this Sublease unless Sublessor fails to perform any obligation of Sublessor hereunder and such failure continues for twenty (20) days (or such longer period of time as reasonably may be required) after Sublessor’s receipt of written notice from Sublessee specifying such failure. Sublessee agrees that, in the exercise event of any default or breach by Sublessor under this Sublease, subject to any other restrictions and limitations herein, Sublessee’s damages shall be limited to an amount which does not exceed the powers lesser of (a) Sublessee’s actual damages or (b) the Authoritysum of $200,000. Except as expressly provided in this Sublease, Sublessee shall have no right to offset rent against any damages or claims for damages suffered or incurred by Sublessee. Sublessor shall not be liable under any circumstances for consequential or punitive damages or injury or damage to, or interference with, Sublessee’s business, including but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, in each case, however occurring. Except to the Trustee and their respective trusteesextent caused by Sublessor’s, directorsor its agent’s, gross negligence or willful misconduct, Sublessor shall not be liable to Sublessee for death of or injury to employees, officers, employees and agents (eachor invitees of Sublessee or others on the Premises, an “Indemnified Party”) under this Agreement, each Indemnified Party shall not be accountable or liable for the loss of or damage to property of Sublessee or others by theft or otherwise. Except to the Borrower for any actions taken extent caused by Sublessor’s, or omitted by such Indemnified Party in good faith and believed by it or them to be authorized or within their discretion or rights or powers conferred upon them (other than the its agent’s, gross negligence or willful misconduct of such Indemnified Party)misconduct, all such liability, if any, being expressly waived by the Borrower by the execution of this Agreement. The Borrower shall indemnify and hold harmless each Indemnified Party against any claim or liability based on the foregoing asserted by any other Person. In case any action shall be brought against an Indemnified Party in respect of which indemnity may be sought against the Borrower, such Indemnified Party shall promptly notify the Borrower in writing and the Borrower shall assume the defense thereof, including the employment of counsel of the Borrower’s choice and the payment of all expenses. Such Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by such Indemnified Party unless the employment of such counsel has been authorized by the Borrower. The Borrower Sublessor shall not be liable for death, injury to , injury, loss or damage of or to persons or property resulting or arising from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any settlement part of the Premises or from the pipes, appliances or plumbing works or from the road, street or subsurface, or from any other place, or by dampness, or by other cause of any such action without its consent but if kind and Sublessor is not and shall not be liable for death, injury, loss or damage caused by the other tenants or occupants or other persons in the Premises or in any such action is settled with the consent other part of the Borrower Building, or resulting from construction, alteration or repair of the Premises or the Building. All property of Sublessee kept or stored in the Premises shall be kept or stored at the risk of Sublessee only and Sublessee will hold Sublessor harmless from all claims arising out of damage to it, including subrogation claims (if there be final judgment for the plaintiff of any such action, the Borrower agrees to indemnify and hold harmless such Indemnified Party from and against any loss or liability any) by reason of such settlement or judgmentSublessee’s insurers.