Limitations on Liability and Indemnification Clause Samples

Limitations on Liability and Indemnification. A. A director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists at the Effective Time or may hereafter be amended. Any repeal or modification of this Section A shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification. B. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation, or has or had agreed to become a director of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees and expenses, judgments, fines, amounts to be paid in settlement and excise payments or penalties arising under the Employee Retirement Income Security Act of 1974 (“ERISA”)) reasonably incurred by such Covered Person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the preceding sentence, except as otherwise provided in this Article VIII, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part th...

Limitations on Liability and Indemnification. (a) No Manager or officer of the Company shall be liable, responsible or accountable in damages or otherwise to the Company or any of the Members for any act or omission performed or omitted by him or her, or for any decision, except in the case of fraudulent or illegal conduct of such Person. For purposes of this Article 8, the fact that an action, omission to act or decision is taken on the advice of counsel for the Company shall be evidence of good faith and lack of fraudulent conduct. (b) To the fullest extent permitted by law, all Managers and officers of the Company shall be entitled to indemnification from the Company for any loss, damage or claim (including any reasonable attorney's fees incurred by such person in connection therewith) due to any act or omission made by him or her, except in the case of fraudulent or knowingly illegal conduct of such Person; provided, however, that any indemnity shall be paid out of the assets of the Company only (or

Limitations on Liability and Indemnification. The following provisions -------------------------------------------- will survive any termination of this Agreement:

Limitations on Liability and Indemnification. (a) BankAmerica shall not be liabie for any expense claim, loss or damage suffered by Client or any third person arising out of or caused by any delay in, or failure to, performance by BankAmerica, in whole or in part, arising out or a caused by circumstances beyond BankAmerica's direct and reasonable controi, including without limitation: acts of God; interruption, delay in, or loss (partial or complete) of electrical power or of computer (hardware or software) or communication services; act of civil or military authority, sabotage; war or other government action; civil disturbance or riot; strike or other labor disturbance; national emergency epidemic; flood, earthquake, fire or other catastrophe; government, judicial, or self regulatory organization order, rule, or regulation; energy or naturali resource difficulty or shortage; and inability to obtain or timely to obtain materials, equipment or transportation. (b) With respect to all securities delivered hereunder, BankAmerica shall be deemed an "intermediary" as defined in Section 8- 306(3) of the New York Unitorm Commercial Code and the only warranty given by BankAmerica shall be the warranty provided in Section 8-306(3). (c) BankAmerica shall not be liable for any expense, claim, loss or damage Client or any third person may suffer by reason of any delay Client or BankAmerica may experience in obtaining securities from any clearing agent, transfer agent, Federal Reserve book entry system, issuer, broker, dealer, customer or Client, or third person, or in obtaining monies from any customer or Client, bank clearing agent, the Federal Reserve wire transfer system, or third person. BankAmerica shall not be liabie for any expense, claim, loss or damage suffered by Client or any third person due to BankAmerica's failure to follow any-special terms or conditions on receipts from or deliveries to one or more persons imposed by BankAmerica at its discretion from time to time. (d) BankAmerica shall not be liable for any expense, claim, loss or damage Client or any third person may suffer because any security received or delivered by BankAmerica shall be invalid or fraudulent or by reason of any failure of signature by an unathorized person on, or forgery or wrongful alteration of, a written instrument or inaccuracy, incompletness or falsity of data transmitted by computer tape, terminal, or other computer facilities or in a written instrument if BankAmerica shall have had reason to believe that such instrument...

Limitations on Liability and Indemnification. The Customer shall release, indemnify, defend and hold harmless the Bank, BankAmerica Corporation, and each of their respective officers, directors, affiliates, subsidiaries, employees and nominees (collectively, the "Indemnified Parties"), from any claim (including third party claims), liability, loss, damage or expense (including accountants' fees and inside and outside counsel expenses and disbursements of the Indemnified Parties and/or any third party claimant) of any nature, directly or indirectly arising out of or relating to any act or omission under this Agreement (including, without limitation, those acts or omissions relating to an Indemnified Party acting as record holder of Securities held in the Account), except for any claim, liability, loss, damage or expense arising out of an Indemnified Party's negligence or willful misconduct. In no event shall an Indemnified Party be liable for special, consequential, punitive or similar damages. The Bank may, with respect to matters arising hereunder, apply for and obtain the advice and opinion of counsel to the Customer or of its own inside and outside counsel, at the expense of the Customer (upon the Customer's approval of such expense, which approval shall not be unreasonably withheld, and provided such expense shall be reasonable), and the Bank shall be fully protected with respect to anything done or omitted by it in conformity with such advice or opinion. The Bank need not maintain any insurance for the benefit of the Customer. The Bank employs one or more nationally recognized pricing services, financial periodicals and publications to ascribe market values to some or all of the Property. The Customer acknowledges that these ascribed values may not equal the actual market value of the Property and that neither the Bank nor any vendor from whom the Bank receives pricing information ("Vendor"), guarantees their accuracy. The Customer agrees to release, indemnify, defend and hold the Bank and its Vendors harmless against any risk, loss, claim, liability, demand, damage or expense resulting from and/or related to the ascribed value of the Property, including without limitation, claims made against the Customer by any third party. Notwithstanding anything herein to the contrary, (a) The Bank will be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of any instruction given by an Authorized Person or by a person reasonably believed by the Bank to be an Authorize...

Limitations on Liability and Indemnification. The Custodian shall not be liable for any loss, claim, damage or other liability arising from the following causes:

Limitations on Liability and Indemnification. 15 ARTICLE 18. Regulation .................................................... 16

Limitations on Liability and Indemnification. In addition to any limits on liability set forth in the General Terms and Conditions, Customer acknowledges and agrees that Customer and its Courier, not Bank, shall be liable and hold the Bank harmless for (a) the amount of any

Limitations on Liability and Indemnification. (a) In seeking indemnification for Damages pursuant to Section 10.02(a)(i) of this Agreement, no Buyer Indemnified Party shall make any claim for Damages unless and until the aggregate amount of all such Damages incurred or suffered by the Buyer Indemnified Parties exceeds $500,000 of the Equity Purchase Consideration (the “Deductible”), at which point the Buyer Indemnified Parties may make claims for all Damages in excess of the Deductible; provided that the foregoing limitations set forth in this Section 10.03(a) shall not apply to claims for indemnification pursuant to Section 10.02(a)(i) of this Agreement, in each case, to the extent such claim arises from or is a result of or connected with, any breach of, or inaccuracy in, any Fundamental Representation or the Tax Representation or any fraud by the Company or any of its representatives. (b) Recovery by a Buyer Indemnified Party for Damages pursuant to Section 10.02(a)(i) shall be satisfied solely from the Indemnity Escrow Fund; provided, however, that the foregoing limitation shall not apply to (i) indemnification for breaches of, or inaccuracies in, the Fundamental Representations or the Tax Representation or (ii) fraud, for which such Buyer Indemnified Party shall have all other rights and remedies available to it to recover any remaining amount directly from the Securityholders; provided, further, that with respect to such matters addressed in clauses (i) and (ii) of this Section 10.03(b), or any other matters specificed under Section 10.02(a), recovery of Damages by a Buyer Indemnified Party from a Securityholder shall be satisfied first from the Pro Rata Share of such Securityholder in the Indemnity Escrow Fund prior to making any direct claim against such Securityholder but such amounts recovered from the Indemnity Escrow Fund will not reduce the amount that the Buyer Indemnified Parties may recover from such Securityholder with respect to Damages pursuant to Section 10.02(a)(i) which would otherwise be limited to such Securityholder’s Pro Rata Share of the Indemnity Escrow Fund. With respect to any claims for indemnification made in respect of an individual Securityholder pursuant to Section 10.02(b), a Buyer Indemnified Party shall first recover Damages from such individual Securityholder’s Pro Rata Share of the Indemnity Escrow Fund and thereafter shall recover any remaining amount directly from such individual Securityholder; provided, that any amount recovered from the Indemnity Escrow Fun...