Standard of Care Limits of Liability Indemnification 10.1. Standard of Care. Each party's duties are limited to those expressly set forth in this Agreement and the parties do not assume any implied duties. In performing all of its duties and obligations hereunder, Ultimus shall use the reasonable care and diligence that a professional service provider would observe in these affairs. Each party shall use its best efforts in the performance of its duties and act in good faith in performing the Services or its obligations under this Agreement. Each party shall be liable for any damages, losses or costs arising out of such party’s failure to perform its duties under this Agreement to the extent such damages, losses or costs arise out of its willful misfeasance, bad faith, gross negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder.
Landlord Indemnification A. Except as otherwise provided for herein, Landlord agrees to indemnify and save harmless Tenant, Tenant's successors and assigns, and Tenant's present and future officers, directors, employees, and agents (collectively TENANT INDEMNITEES) against any and all claims, demands, damages, costs, and expenses, arising from the operations of the Landlord in the Building, or from the construction of improvements to any other portion of the Building, or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease, or from any act of negligence of Landlord, its agents, contractors, servants, and employees in or about the Leased Premises and the Building. In case of any action or proceeding brought against Tenant Indemnities by reason of any such claim, upon Notice from Tenant, Landlord covenants to defend such action or proceeding by counsel, competent in the Tenant's reasonable judgement. To the extent not expressly prohibited by law, Landlord releases Tenant Indemnitees, from, and waives all claims to damages to person or property, sustained by the Landlord and/or the Building resulting directly or indirectly from fire or other casualty, because of existing or future conditions, defects, matters or things in the Leased Premises or any part thereof; or from any equipment or appurtenances therein or from any accident in or about the Leased Premises or from any act by any of Tenant's employees, agents or servants, EXCEPT in the event the damages are caused by the negligence or wrongful intentional acts of the Tenant Indemnitees. B. Landlord agrees to indemnify and save harmless Tenant Indemnitees from and against any and all liabilities, penalties, fines, forfeitures, demands, damages, losses, claims, causes of action, suits, judgements, and costs and expenses incidental thereto (including cost of defense, settlement, reasonable attorneys' fees, reasonable consultant fees, and reasonable expert fees), which Tenant Indemnities may hereafter suffer or incur, be responsible for or disburse as a result of any liabilities directly or indirectly caused by or arising out of any Hazardous Materials existing on or about the Leased Premises, the Building and/or the Site, but only to the extent that any such existence is caused by Landlord's activities on the Leased Premises, the Building and/or the Site. This provision shall survive termination of the Lease.
Limits of Liability; Indemnification The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. The Adviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Investment Company Act of 1940) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Adviser shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, except for information supplied by the Adviser for inclusion therein. The Trust agrees to indemnify the Adviser to the full extent permitted by the Trust's Declaration of Trust.
Landlord’s Indemnification Landlord shall defend, indemnify and hold harmless Tenant from and against any and all claims arising out of any activity, work or things done, or permitted by Landlord in or about the Common Areas of the Building or the Common Areas of the Project and shall further indemnify and hold harmless Tenant from and against all costs, reasonable attorney’s fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon.
Seller’s Indemnification Obligations In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 10.03(b), Seller releases, and shall indemnify, defend and hold harmless SCE, and SCE’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in- house counsel) and other costs of litigation, arbitration or mediation, and in the case of third-party claims only, including claims arising from a breach of Section 10.02(b), indirect or consequential loss or damage of such third-party), arising out of or in connection with: (i) any breach made by Seller of its representations and warranties in Sections 10.01 and 10.02; (ii) Seller’s failure to fulfill its obligations regarding Resource Adequacy Benefits as set forth in Sections 3.01 and 3.02; (iii) NERC Standards Non-Compliance Penalties or an attempt by any Governmental Authority, person or entity to assess such NERC Standards Non-Compliance Penalties against SCE, except to the extent solely due to SCE’s negligence in performing its role as Seller’s Scheduling Coordinator throughout the Delivery Term; (iv) injury or death to persons, including SCE employees, and physical damage to property, including SCE property, where the damage arises out of, is related to, or is in connection with, Seller’s construction, ownership or Operation of the Generating Facility, or obligations or performance under this Agreement; (v) injury or death to any person or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Seller complied with all of the provisions of Section 10.11; provided, the inclusion of this Section 10.03(b)(v) is not intended to create any express or implied right in Seller to elect not to provide the insurance required under Section 10.11; (vi) any breach by Seller of the covenants set forth in Section 2.04(b); (vii) the disqualification by WREGIS or any Governmental Authority of any Renewable Energy Credits transferred to SCE, or the failure to transfer any Renewable Energy Credits to Buyer within four (4) months after the generation of the associated Metered Amounts. This indemnity applies notwithstanding SCE’s active or passive negligence. However, SCE will not be indemnified under Section 10.03(b)(i) through Section 10.03(b)(iv) for its loss, liability, damage, claim, cost, charge, demand or expense to the extent caused by its gross negligence or willful misconduct.
