Common use of DSW Entities Clause in Contracts

DSW Entities. (i) Retail Ventures agrees that none of the DSW Entities and their respective directors, officers, agents, and employees (each, a “DSW Indemnified Person”) shall have any liability, whether direct or indirect, in contract or tort or otherwise, to any Retail Ventures Entity or any other Person for or in connection with the DSW Services rendered or to be rendered by any DSW Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any DSW Indemnified Person’s actions or inactions in connection with any DSW Services or such transactions, except for damages which have resulted from such DSW Indemnified Person’s gross negligence or willful misconduct in connection with any DSW Services, actions or inactions. (ii) Notwithstanding the provisions of this Section 4.03(b), none of the DSW Entities shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) in any way due to, resulting from or arising in connection with any of the DSW Services or the performance of or failure to perform DSW’s obligations under this Agreement. This disclaimer applies without limitation (1) to claims arising from the provision of the DSW Services or any failure or delay in connection therewith; (2) to claims for lost profits; (3) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise; and (4) regardless of whether such damages are foreseeable or whether DSW has been advised of the possibility of such damages. (iii) None of the DSW Entities shall have any liability to any Retail Ventures Entity or any other Person for failure to perform DSW’s obligations under this Agreement or otherwise, where (1) such failure to perform is not caused by the gross negligence or willful misconduct of the DSW Entity designated to perform such obligations and (2) such failure to perform similarly affects the DSW Entities receiving the same or similar services and does not have a disproportionately adverse effect on the Retail Ventures Entities, taken as a whole. (iv) In addition to the foregoing, Retail Ventures agrees that, in all circumstances, it shall use commercially reasonable efforts to mitigate and otherwise minimize damages to Retail Ventures Entities, individually and collectively, whether direct or indirect, due to, resulting from or arising in connection with any failure by DSW to comply fully with DSW’s obligations under this Agreement.

DSW Entities. (i) Retail Ventures agrees that none of the DSW Entities and their respective directors, officers, agents, and employees (each, a “"DSW Indemnified Person”") shall have any liability, whether direct or indirect, in contract or tort or otherwise, to any Retail Ventures Entity or any other Person for or in connection with the DSW Services rendered or to be rendered by any DSW Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any DSW Indemnified Person’s 's actions or inactions in connection with any DSW Services or such transactions, except for damages which have resulted from such DSW Indemnified Person’s 's gross negligence or willful misconduct in connection with any DSW Services, actions or inactions. (ii) Notwithstanding the provisions of this Section 4.03(b), none of the DSW Entities shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) in any way due to, resulting from or arising in connection with any of the DSW Services or the performance of or failure to perform DSW’s 's obligations under this Agreement. This disclaimer applies without limitation (1) to claims arising from the provision of the DSW Services or any failure or delay in connection therewith; (2) to claims for lost profits; (3) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise; and (4) regardless of whether such damages are foreseeable or whether DSW has been advised of the possibility of such damages. (iii) None of the DSW Entities shall have any liability to any Retail Ventures Entity or any other Person for failure to perform DSW’s 's obligations under this Agreement or otherwise, where (1) such failure to perform is not caused by the gross negligence or willful misconduct of the DSW Entity designated to perform such obligations and (2) such failure to perform similarly affects the DSW Entities receiving the same or similar services and does not have a disproportionately adverse effect on the Retail Ventures Entities, taken as a whole. (iv) In addition to the foregoing, Retail Ventures agrees that, in all circumstances, it shall use commercially reasonable efforts to mitigate and otherwise minimize damages to Retail Ventures Entities, individually and collectively, whether direct or indirect, due to, resulting from or arising in connection with any failure by DSW to comply fully with DSW’s 's obligations under this Agreement.