Bad Faith. The Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or wilful misconduct.
Bad Faith. To indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any action instituted (i) by Indemnitee to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided in Section 15 that each of the material assertions made by the Indemnitee as a basis for such action was made in bad faith or was frivolous, or (ii) by or in the name of the Company to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided in Section 15 that each of the material defenses asserted by Indemnitee in such action was made in bad faith or was frivolous.
Bad Faith. None of the Administrator, the Distributor, the Feeder Fund or FAMD shall be liable under the indemnification provisions of Section 4.1 or 4.2, as applicable, with respect to any Losses incurred or assessed against any Indemnified Party to the extent such Losses arise out of or result from such Indemnified Party's willful misfeasance, bad faith or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement.
Bad Faith. Notwithstanding any other provision hereof, but without limiting the provisions of Section 6 hereof, each party hereto shall be liable only for bad faith breach of an express provision of this Agreement or for gross negligence, but in no event shall be liable for good faith mistakes or judgment.
Bad Faith. The Rights Agent shall be liable hereunder to the Corporation and any other Person only for its own gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction). Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this Agreement will be limited to the amount of annual fees paid by the Corporation to the Rights Agent.
Bad Faith. If the ICM has cause to believe that the Village or Developer is utilizing this Section 12.5 in bad faith, including but not limited to not seeking to resolve disagreements informally or through mediation, the ICM shall have the authority to declare that a Coalition Member is not in Default or to declare a past Default void ab initio.