Common use of Equalis Indemnification Clause in Contracts

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLC, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCMohawk, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCWatchfire, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCCummins, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCHES, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCCapital Rx, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or material noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCNevco, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCInterface, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCMannington, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCLiftnow, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Indemnified Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCWinning Supplier, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Indemnified Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging BCI Xxxxx Company, LLC, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCPRO*ACT, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCGrainger, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCMusco, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCFieldTurf USA, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LilyPad EV, LLC, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCChargePoint, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCOPEX, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Indemnified Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCTarkett, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Indemnified Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCWillscot, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCStericycle, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCWinning Supplier, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.

Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless (“Indemnifying Party”) National Car Charging LLCAmeresco, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the “Indemnified Party”) from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys’ fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party (“Losses”) to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Indemnified Party is limited to the extent of such Indemnifying Party’s gross negligence, willful misconduct, or noncompliance with applicable laws.