Common use of Agent Indemnification/Limitation of Liability Clause in Contracts

Agent Indemnification/Limitation of Liability. The Agent shall be responsible for, and shall indemnify and hold the Company and its subsidiaries and other affiliates and their respective partners, directors, officers, managers, employees, agents, attorneys and representatives harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to: (a) Agent’s refusal or failure to comply with the terms of this Agreement, (b) Agent’s criminal acts, bad faith, gross negligence or willful misconduct, or (c) the Agent’s breach of any representation or warranty hereunder, for which Agent is not entitled to indemnification under this Agreement; provided, however, that Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, two times the amounts paid hereunder by the Company to the Agent as fees and charges, but not including reimbursable expenses.