Common use of Responsibility and Indemnity Clause in Contracts

Responsibility and Indemnity. In exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, the Sellers’ Representative shall incur no responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or thereunder or any other agreement, instrument or document, excepting only the responsibility for any act or failure to act which represents gross negligence or willful misconduct. Each Seller agrees to indemnify and to hold and save harmless the Sellers’ Representative from and against any and all claims, demands, loss, damage, liability and expenses of any nature whatsoever (including reasonable legal fees) arising from or relating to any action or omission taken by the Sellers’ Representative in relation to the mandate set forth in this Section 1.10, save for any such loss, damage, liability or expenses attributable to the gross negligence or willful misconduct of the Sellers’ Representative.

Responsibility and Indemnity. In exercising or failing to exercise all or any of the powers conferred upon the SellersVendors’ Representative hereunder or thereunder, the SellersVendors’ Representative shall incur no responsibility whatsoever to any Seller Vendor or Advisor by reason of any error in judgment or other act or omission performed or omitted hereunder or thereunder or any other agreement, instrument or document, excepting only the responsibility for any act or failure to act which represents gross negligence or willful misconduct. Each Seller Vendor and Advisor agrees to indemnify and to hold and save harmless the SellersVendors’ Representative from and against any and all claims, demands, loss, damage, liability and expenses of any nature whatsoever (including reasonable legal fees) arising from or relating to any action or omission taken by the SellersVendors’ Representative in relation to the mandate set forth in this Section 1.102.5, save for any such loss, damage, liability or expenses attributable to the gross negligence or willful misconduct of the SellersVendors’ Representative.

Responsibility and Indemnity. In exercising or failing to exercise all or any of the powers conferred upon the SellersVendors’ Representative hereunder or thereunder, the SellersVendors’ Representative shall incur no responsibility whatsoever to any Seller Vendor by reason of any error in judgment or other act or omission performed or omitted hereunder or thereunder or any other agreement, instrument or document, excepting only the responsibility for any act or failure to act which represents gross negligence or willful misconduct. Each Seller Vendor agrees to indemnify and to hold and save harmless the SellersVendors’ Representative from and against any and all claims, demands, loss, damage, liability and expenses of any nature whatsoever (including reasonable legal fees) arising from or relating to any action or omission taken by the SellersVendors’ Representative in relation to the mandate set forth in this Section 1.102.7, save for any such loss, damage, liability or expenses attributable to the gross negligence or willful misconduct of the SellersVendors’ Representative.