Common use of General Indemnities Clause in Contracts

General Indemnities. (a) Distributor hereby agrees to defend, hold harmless and indemnify Response and its directors, officers, servants, employees and agents (in this subsection, the “Response Indemnified Parties”), from and against all actions, claims, demands, proceedings, suits, losses, damages, costs and expense fees claimed by a third party (in this Article, “Claims”) of whatsoever kind or nature (including but not limiting the generality of the foregoing, in respect of death, injury, loss or damage to any person or property) arising in any way out of or connected with: (i) any breach of any representation, warranty, covenant or agreement of Distributor contained in this Agreement; (ii) the import, marketing, promotion (including translations of Product literature, marketing or packaging materials), storage, handling, distribution and sale of the Products by Distributor or any Subdistributor; (iii) any Product recalls, but only to the extent such recalls are caused by Distributor or any Subdistributor; except to the proportionate extent that such Claims were caused by the Response Indemnified Parties. (b) Response hereby agrees to defend, hold harmless and indemnify Distributor and its directors, officers, servants, employees and agents (in this subsection, the “the Distributor Indemnified Parties”), from and against all Claims of whatsoever kind or nature (including but not limiting the generality of the foregoing, in respect of death, injury, loss or damage to any person or property) arising in any way out of or connected with: (i) any breach of any representation, warranty, covenant or agreement of Response contained in this Agreement; (ii) any product liability claim relating to the Products delivered by Response to Distributor under this Agreement, to the extent such Product liability Claims arise from the design, testing, manufacturing, packaging, labeling (including instructions for use), storage or handling of the Products by Response; and (iii) any Product recalls, but only to the extent such recalls are caused by Response; except to the proportionate extent that such Claims were caused by the Distributor Indemnified Parties.

General Indemnities. (a) Distributor hereby agrees Subject to defendthis Article 33, Supplier assumes all liability for and will indemnify and hold harmless and indemnify Response and its directors, officers, servants, employees and agents (in this subsection, the “Response Indemnified Parties”), Parties from and against all actions, claims, demands, proceedings, suits, losses, damages, costs Claims and expense fees claimed Liabilities or assertion of Liabilities or potential Liabilities by a third party (in this Article, “Claims”) of whatsoever kind or nature (including but not limiting the generality of the foregoing, in respect of death, injury, loss or damage to any person which: (a) are caused or property) arising in are alleged to be caused by any way act or omission of Supplier or its Personnel and relate to, arise out of or connected in connection with: (i) any breach the illness, injury or death of any representationemployees, warrantyagents, covenant contractors, or agreement Subcontractors of Distributor contained Supplier or Supplier’s Personnel suffered or incurred while at, or in this Agreementtransit to or from, the Site; (ii) the import, marketing, promotion (including translations of Product literature, marketing or packaging materials), storage, handling, distribution and sale of the Products by Distributor or damage to any Subdistributorproperty; (iii) any Product recallsbreach by Supplier or Supplier’s Personnel of any of Supplier’s obligations, but only covenants, undertakings, representations or warranties under the Agreement or any Purchase Order; (iv) the Products or Services; or (v) the entry onto and the activities undertaken on and in any Site by Supplier or Supplier’s Personnel, including, without limitation, any release or its charge, whether or not intentional, of any Hazardous Substances, arising from the matters or activities referred to in (i) through (iv) above (which release, discharge, pollution or contamination Supplier will promptly investigate and remediate at its sole expense to the extent such recalls are caused by Distributor or any Subdistributor; except to the proportionate extent that such Claims were caused by the Response Indemnified Parties.satisfaction of Rio Tinto and relevant governmental officials); (b) Response hereby agrees to defendare made against an Indemnified Party by any Government Agency or any Personnel of Supplier, hold harmless and indemnify Distributor and its directorsSubcontractors or their respective Affiliates, officers, servants, employees and agents (in this subsection, the “the Distributor Indemnified Parties”), from and against all Claims on account of whatsoever kind or nature (including but not limiting the generality of the foregoing, in respect of death, injury, loss or damage to any person or property) arising in any way out arising from or related to employment with or engagement by Supplier, its Subcontractors or their respective Affiliates, including, without limitation, claims relating to income tax, workers compensation, unemployment compensation, overtime, compensation, salary, benefits (including, without limitation, annual or long service leave), discrimination, harassment, retaliation, breach of implied or connected with:express agreement, breach of implied covenant of good faith and fair dealing, promissory estoppel, unjust enrichment, libel, slander, interference with economic relations, wrongful discharge or termination or infliction of emotional distress arising under any federal, state or provincial statute, local ordinance or common law; (ic) result from any violation or breach of any representation, warranty, covenant Applicable Laws by Supplier or agreement Supplier’s Personnel in connection with the performance of Response contained in this Agreement;any of the Services or supply of the Products; or (iid) any product liability claim relating result from Supplier’s failure to procure or maintain the Products delivered by Response to Distributor insurance required under this Agreement, to the extent such Product liability Claims arise from the design, testing, manufacturing, packaging, labeling (including instructions for use), storage or handling of the Products by Response; and (iii) any Product recalls, but only to the extent such recalls are caused by Response; except to the proportionate extent that such Claims were caused by the Distributor Indemnified PartiesArticle 32.

General Indemnities. (a) Distributor Lessee hereby agrees assumes liability for, and ------------------- does hereby agree, whether or not any of the transactions contemplated hereby are consummated, to indemnify, protect, save, defend, and hold harmless and indemnify Response each of Lessor and its respective officers, directors, officersstockholders, servantssuccessors, employees assigns, agents and agents servants (in this subsection, but excluding the “Response Indemnified Parties”Manufacturer), (each such party being herein, for purposes of this Section 18, called an "Indemnified Party") on ----------------- an after-tax basis from and against any and all actionsobligations, fees, liabilities, losses, damages, penalties, claims, demands, proceedingsactions, suits, losses, damagesjudgments, costs and expense fees claimed by a third party expenses, including legal expenses, of every kind and nature whatsoever ("Loss") imposed on, incurred by, or asserted against any Indemnified Party, in this Article------ any way relating to or arising out of (a) the manufacture, “Claims”) construction, ordering, purchase, acceptance or rejection, ownership, titling or retitling, registration or re-registration, delivery, leasing, releasing, possession, use, operation, maintenance, storage, removal, return, sale or other disposition of whatsoever kind the Aircraft, or nature any portion thereof (including but not limiting the generality without limitation any Airframe and any Engine) and, including, without limitation, any of the foregoing, in respect of death, injury, such as may arise from (i) loss or damage to any person property or property) arising in death or injury to any way out of or connected with: (i) any breach of any representationperson, warranty, covenant or agreement of Distributor contained in this Agreement; (ii) patent or latent defects in the import, marketing, promotion Aircraft (including translations of Product literature, marketing whether or packaging materialsnot discoverable by Lessee or any Indemnified Party), storage, handling, distribution and sale of the Products by Distributor or any Subdistributor; (iii) any Product recallsclaims based on strict liability in tort, but only to and (iv) any claims based on patent, trademark or copyright infringement, or (b) this Lease, the extent such recalls are caused by Distributor Operative Documents or any Subdistributor; except failure on the part of Lessee to perform or comply with any of the proportionate extent that such Claims were caused by terms of this Lease or the Response Indemnified Partiesother Operative Documents to which it is a party. (b) Response hereby agrees to defend, hold harmless and indemnify Distributor and its directors, officers, servants, employees and agents Notwithstanding the preceding paragraph (in this subsection, the “the Distributor Indemnified Parties”a), from and against all Claims Lessee shall not be obligated to make any payment by way of whatsoever kind or nature (including but not limiting the generality of the foregoing, indemnity to any Indemnified Party in respect of death, injury, loss or damage to any person or property) arising in any way out of or connected with: (i) any breach Loss of any representationsuch Indemnified Party which results from or arises out of the gross negligence or willful misconduct of such Indemnified Party, warranty, covenant or agreement of Response contained in this Agreement; (ii) any product liability claim Loss arising out of and relating to the Products delivered by Response to Distributor under this Agreement, to period after the extent such Product liability Claims arise from the design, testing, manufacturing, packaging, labeling (including instructions for use), storage or handling return of the Products by Response; and Aircraft in accordance with the terms of this Lease, (iii) any Product recallsLoss which arises from the creation or existence of Lessor Liens, but only (iv) any Loss which relates to any sale, pledge, mortgage, assignment, transfer or other disposition (whether voluntary or involuntary) by such Indemnified Party of any interest of such Indemnified Party in the Aircraft, any Airframe, any Engine or any Part other than a transfer or disposition in connection with an Event of Default under Section 23 hereof, the exercise of remedies pursuant to Section 24 hereof or a ----------- ---------- transfer or disposition pursuant to Section 8 hereof effected solely by Lessor, --------- (v) any Tax (it being understood that Section 17 hereof and the Tax Indemnity Agreement provide for Lessee's liability with respect to Taxes), and (vi) any Loss which constitutes expenses that such Indemnified Party shall have expressly agreed in this Lease or any agreement relating hereto or thereto by which such Indemnified Party is expressly bound to bear without right of reimbursement. (c) Lessee shall give each Indemnified Party prompt notice of any occurrence, event or condition known to Lessee as a consequence of which any Indemnified Party may be entitled to indemnification hereunder. Lessee shall forthwith upon demand of any such Indemnified Party reimburse such Indemnified Party for amounts expended by it in connection with any of the foregoing or pay such amounts directly. If any Indemnified Party shall obtain a repayment of any indemnified amount paid by Lessee, such Indemnified Party shall promptly pay to Lessee the amount of such repayment together with the amount of any interest received by such Indemnified Party on account of such repayment. (d) Subject to the extent provisions of Section 18(c)hereof, Lessee shall ------------- pay directly to each Indemnified Party all amounts due under this Section 18 ---------- within five (5) days of the receipt of written notice by Lessee from such recalls are caused Indemnified Party that such payment is due. (e) On the Expiration Date, Lessee shall be subrogated to an Indemnified Party's rights in any matter with respect to which Lessee has actually reimbursed such Indemnified Party for amounts expended by Response; except it or has actually paid such amounts directly pursuant to this Section 18. In case any ---------- action, suit or proceeding is brought against any Indemnified Party in connection with any claim indemnified against hereunder, such Indemnified Party will, promptly after receipt of notice of the commencement of such action, suit or proceeding, notify Lessee thereof, enclosing a copy of all papers served upon such Indemnified Party. Lessee may, and upon such Indemnified Party's request will, at Lessee's expense, resist and defend such action, suit or proceeding, or cause the same to be resisted or defended by counsel selected by Lessee and reasonably satisfactory to such Indemnified Party and in the event of any failure by Lessee to do so, Lessee shall pay all costs and expenses (including, without limitation, reasonable attorney's fees and expenses) incurred by such Indemnified Party in connection with such action, suit or proceeding. Lessor agrees that no claim which is indemnifiable hereunder shall be compromised or settled without the prior written consent of Lessee, which consent shall not be unreasonably withheld. (f) Lessee agrees that, with respect to any payment or indemnity hereunder, such payment or indemnity shall include any amount necessary to hold the Indemnitee harmless on an after-tax basis from all Taxes required to be paid by such Indemnified Party with respect to such payment or indemnity under the laws of any Federal, state or local government or Taxing Authority in the United States, or under the laws of any Taxing Authority or governmental subdivision of a foreign country. For purposes of this Section 18(f), calculations made on an ------------- after-tax basis shall be made assuming the maximum statutory rates applicable to the proportionate extent that recipient for the relevant year, after taking into account deductions attributable to the imposition of other taxes (such Claims were caused as state and local taxes), which would similarly be calculated on the basis of the maximum statutory rates for which such deduction was available for the applicable year. (g) The indemnities contained in this Section 18 shall continue in ---------- full force and effect notwithstanding the expiration or other termination of this Lease, and are expressly made for the benefit of and shall be enforceable by the Distributor each Indemnified PartiesParty.

General Indemnities. (a) Distributor hereby agrees At any time after the Completion Date, the Seller undertakes to defendindemnify and keep the Purchaser, hold harmless its Affiliates and indemnify Response and its directorstheir respective partners, shareholders, officers, servantsdirectors, employees employees, representatives and agents (in this subsectioncollectively, the “Response Purchaser Indemnified PartiesPersons”), from and ) indemnified against all actionsLosses which they suffer or incur from any breach of, claimsnon-fulfilment of, demandsor failure to perform, proceedingsany of the covenants, suitsstatements, lossesobligations and representations and warranties of the Seller provided in Clauses 5.1.1 to 5.1.4 of this Agreement. Clause 6.2 shall apply in case of indemnification relating to Tax Warranties and other matters set forth therein. (b) The rights and remedies of the Purchaser Indemnified Persons or the Seller in respect of any breach of this Agreement, damagesincluding, costs without limitation, a breach of any of the Seller’s Warranties, shall not be affected by any act or happening which otherwise might have affected such rights and expense fees claimed remedies, except by a specific written waiver by the Purchaser Indemnified Persons or the Seller (as the case may be). (c) For the purpose of seeking indemnification under this Clause 6.1, a Purchaser Indemnified Person shall provide written intimation to the Seller containing a summary of the matter giving rise to the claim as soon as may be reasonably possible. Any delay or failure of a Purchaser Indemnified Person to so notify the Seller shall not relieve the Seller of its indemnification obligations under this Agreement unless (and only to the extent that) the Seller’s ability to contest a third party (in this Article, “Claims”) of whatsoever kind claim is prejudiced by such delay or nature (including but not limiting failure to notify. If the generality of matter giving rise to the foregoing, in respect of death, injury, loss or damage indemnity claim relates to any person or property) arising in any way out of or connected witha third party claim against a Purchaser Indemnified Person: (i) the Seller shall promptly, and in any breach event no later than 10 (ten) Business Days after receipt of any representationthe indemnity claim from the Purchaser Indemnified Person, warrantyinform the Purchaser, covenant in writing, whether it will make payment of all amounts claimed by the third party or agreement of Distributor contained in this Agreementcontest the third party claim; (ii) if the importSeller elects to contest the third party claim, marketing, promotion (including translations of Product literature, marketing or packaging materials), storage, handling, distribution and sale the process set out in Clause 6.2(c) in relation to tax claims shall apply mutatis mutandis to the Seller’s defense of the Products third party claim, whereupon the Seller shall be obligated to pay all amounts payable to the third party as may be directed by Distributor or any Subdistributorthe appropriate judicial body adjudicating such contestation; (iii) any Product recallsif the Seller elects not to contest the third party claim, but only or having elected to contest the extent such recalls are caused by Distributor or any Subdistributor; except to third party claim, does not contest the proportionate extent that such Claims were caused by the Response Indemnified Parties. (b) Response hereby agrees to defend, hold harmless and indemnify Distributor and its directors, officers, servants, employees and agents (in this subsection, the “the Distributor Indemnified Parties”), from and against all Claims of whatsoever kind or nature (including but not limiting the generality of the foregoing, in respect of death, injury, loss or damage to any person or property) arising in any way out of or connected withthird party claim: (iA) any breach of any representation, warranty, covenant or agreement of Response contained in this Agreement; the Seller shall (ii1) any product liability claim relating pay the entire amount claimed by the third party to the Products delivered by Response to Distributor under this AgreementPurchaser or the third party (at the Purchaser’s election) no later than the date on which the third party claim is due and payable, to the extent such Product liability Claims arise from the design, testing, manufacturing, packaging, labeling (including instructions for use), storage or handling of the Products by Response; and (iii) any Product recalls, but only to the extent such recalls are caused by Response; except to the proportionate extent that such Claims were caused by the Distributor Indemnified Parties.

General Indemnities. (a) Distributor hereby agrees Subject to the terms and conditions of this Article IX, Seller shall indemnify, defend, and hold harmless Purchaser, and indemnify Response any of its officers and its directors, officers, servants, employees and agents (in this subsection, the “Response Indemnified Parties”), from and against all actionsDamages that may be asserted against, claimsresulting to, demandsimposed upon, proceedingsor incurred by any such Person by reason of, suitsrelating to, losses, damages, costs and expense fees claimed by a third party (in this Article, “Claims”) of whatsoever kind or nature (including but not limiting the generality of the foregoing, in respect of death, injury, loss or damage to any person or property) arising in any way out of or connected with: resulting from: (i) any a breach of any representation, warranty, covenant covenant, or agreement of Distributor contained Seller made in or pursuant to this Agreement; ; (ii) any Environmental Claim with respect to the import, marketing, promotion (including translations of Product literature, marketing Assets or packaging materials), storage, handling, distribution and sale the operations of the Products by Distributor or any Subdistributor; Business that accrued prior to the Closing; (iii) the inability of Purchaser to obtain any Product recalls, but only necessary certificate of occupancy with respect to the extent such recalls real property upon which any of the Assets are caused located; (iv) the violation by Distributor or any Subdistributor; except Seller prior to the proportionate extent that such Claims were caused by Closing of any applicable zoning or building regulation, ordinance or other law, order, regulation, or requirement relating to the Response Indemnified Partiesreal property upon which any of the Assets are located; or (v) the failure of Seller to pay any Tax for which it bears liability under Section 6.5. (b) Response hereby agrees Subject to the terms and conditions of this Article IX, Purchaser shall indemnify, defend, and hold harmless Seller and indemnify Distributor any of its officers and its directors, officers, servants, employees and agents (in this subsection, the “the Distributor Indemnified Parties”), from and against all Claims of whatsoever kind Damages that may be asserted against, resulting to, imposed upon, or nature (including but not limiting the generality of the foregoingincurred by any such Person by reason of, in respect of deathrelating to, injury, loss or damage to any person or property) arising in any way out of or connected with: resulting from (i) any a breach of any representation, warranty, covenant covenant, or agreement of Response contained Purchaser made in or pursuant to this Agreement; ; (ii) the violation of any product liability claim relating of the Environmental Laws by Purchaser subsequent to the Products delivered Closing in connection with the Business, including but not limited to Damages resulting from violations of any such law by Response to Distributor under this Agreement, Purchaser with respect to the extent use of, or activities conducted on or from, any such Product liability Claims arise from real property by Purchaser, including the designuse by Purchaser of underground storage tanks thereunder, testingsubsequent to the Closing, manufacturingbut, packagingin cases where such violations are caused by a release of a Regulated Substance, labeling (including instructions for use)or a release itself is a violation, storage or handling of the Products by Response; and (iii) any Product recalls, but only to the extent such recalls Damages are caused by Responseattributable to an Identifiable Event, (iii) an Identifiable Event; except or (iv) the failure of Purchaser to pay any Tax for which it bears liability under Section 6.5. (c) The indemnity provided for in this Section 9.2 shall in no event exceed the proportionate extent aggregate amount of the Purchase Consideration. (d) Neither Party shall be liable for indemnification claims under this Section 9.2 until the aggregate amount of indemnification claims hereunder exceeds Seventy Five Thousand Dollars ($75,000.00), but upon reaching such amount, the indemnifying Party shall be liable for all indemnification claims in excess of such amount; provided, however, that such Claims were caused by the Distributor Indemnified Partiesprovisions of this Section 9.2(d) shall not apply to (i) Seller's indemnities under Section 9.2(a)(v), and (ii) the breach of any covenant or agreement contained in this Agreement.

General Indemnities. (a) Distributor Except as to the claims, costs, losses and damages described in the Indemnity which shall be governed by the Indemnity, Borrowers hereby agrees agree to defendindemnify, defend and hold harmless Administrative Agent and indemnify Response each Lender and its their respective Affiliates, directors, officersofficers and employees, servants, employees agents and agents (in this subsection, the “Response Indemnified Parties”), from and advisors against all actionslosses, claims, demands, proceedings, suits, losses, damages, costs penalties, judgments, liabilities and expense expenses (including all expenses of litigation or preparation therefor whether or not Administrative Agent, any Lender or any Affiliate of Administrative Agent or any Lender is a party thereto, settlement costs, in-house and outside attorney's fees claimed and expenses) (collectively, "Losses") which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents (other than the Indemnity and the Guaranties), the transactions contemplated hereby, or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party (in this Articleor by Borrowers or any of their Subsidiaries, “Claims”) of whatsoever kind or nature (including but not limiting the generality direct or indirect application or proposed application of the foregoingLoan proceeds, in respect except to the extent that such Losses are caused by, or have resulted from, the gross negligence or willful misconduct of deaththe party seeking indemnification. Borrowers also hereby agree to indemnify, injurydefend and hold Administrative Agent and each Lender and their respective Affiliates, loss directors, officers and employees, agents and advisors harmless against any Losses which any of them may pay or damage incur arising out of or relating to any person claim or property) claims made by any Person, including any broker or agent, that they are or may be entitled to a commission or other form of compensation in connection with the securing of or making of the Loan. The obligations of Borrowers under this Section 10.1 will survive the termination of this Agreement. Neither Administrative Agent nor any Lender will have any liability with respect to, and Borrowers hereby waive, release and agree not to xxx for, any lost profits or special, indirect, consequential or punitive damages suffered by Borrowers in connection with, arising out of, or in any way out of related to the Loan Documents or connected with: the transactions contemplated thereby (i) provided, however, that such waiver shall not apply to any breach of actual damages suffered by any representation, warranty, covenant Borrower). Notwithstanding the foregoing indemnity or agreement of Distributor anything else contained in this Agreement; (ii) the import, marketing, promotion (including translations of Product literature, marketing Agreement or packaging materials), storage, handling, distribution and sale any of the Products by Distributor other Loan Documents which may be construed to the contrary, all of Borrowers' indemnity obligations and other obligations of Borrowers pertaining to Environmental Liabilities and/or Hazardous Substances will be deemed to be contained in and arise under only the Indemnity, and not under this Agreement or any Subdistributor; other Loan Document, and any of Borrowers' indemnity obligations or other obligations pertaining to Environmental Liabilities and/or Hazardous Substances that might be construed to exist under any other Loan Document (iiiother than the Indemnity) any Product recalls, but only will be deemed to be removed from such other Loan Document and transferred to the extent such recalls are caused by Distributor or any Subdistributor; except Indemnity, so that the Indemnity is the only Loan Document that contains and sets forth the Borrowers' indemnity obligations and other obligations of Borrowers pertaining to the proportionate extent that such Claims were caused by the Response Indemnified PartiesEnvironmental Liabilities and/or Hazardous Substances. (b) Response hereby agrees to defend, hold harmless and indemnify Distributor and its directors, officers, servants, employees and agents (in this subsection, the “the Distributor Indemnified Parties”), from and against all Claims of whatsoever kind or nature (including but not limiting the generality of the foregoing, in respect of death, injury, loss or damage to any person or property) arising in any way out of or connected with: (i) any breach of any representation, warranty, covenant or agreement of Response contained in this Agreement; (ii) any product liability claim relating to the Products delivered by Response to Distributor under this Agreement, to the extent such Product liability Claims arise from the design, testing, manufacturing, packaging, labeling (including instructions for use), storage or handling of the Products by Response; and (iii) any Product recalls, but only to the extent such recalls are caused by Response; except to the proportionate extent that such Claims were caused by the Distributor Indemnified Parties.

General Indemnities. (a) Distributor Except as to the claims, costs, losses and damages described in the Indemnity which shall be governed by the Indemnity, Borrower hereby agrees to defendindemnify, defend and hold harmless Administrative Agent and indemnify Response each Lender and its their respective Affiliates, directors, officersofficers and employees, servants, employees agents and agents (in this subsection, the “Response Indemnified Parties”), from and advisors against all actionslosses, claims, demands, proceedings, suits, losses, damages, costs penalties, judgments, liabilities and expense expenses (including all expenses of litigation or preparation therefor whether or not Administrative Agent, any Lender or any Affiliate of Administrative Agent or any Lender is a party thereto, settlement costs, in-house and outside attorney's fees claimed and expenses) (collectively, "Losses") which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents (other than the Indemnity and the Guaranties), the transactions contemplated hereby, or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party (in this Articleor by Borrower or any of their Subsidiaries, “Claims”) of whatsoever kind or nature (including but not limiting the generality direct or indirect application or proposed application of the foregoingLoan proceeds, in respect except to the extent that such Losses are caused by, or have resulted from, the gross negligence or willful misconduct of deaththe party seeking indemnification. Borrower also hereby agrees to indemnify, injurydefend and hold Administrative Agent and each Lender and their respective Affiliates, loss directors, officers and employees, agents and advisors harmless against any Losses which any of them may pay or damage incur arising out of or relating to any person claim or property) claims made by any Person, including any broker or agent, that they are or may be entitled to a commission or other form of compensation in connection with the securing of or making of the Loan. The obligations of Borrower under this Section 10.1 will survive the termination of this Agreement. Neither Administrative Agent nor any Lender will have any liability with respect to, and Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, consequential or punitive damages suffered by Borrower in connection with, arising out of, or in any way out of related to the Loan Documents or connected with: the transactions contemplated thereby (i) provided, however, that such waiver shall not apply to any breach of any representation, warranty, covenant actual damages suffered by Borrower). Notwithstanding the foregoing indemnity or agreement of Distributor anything else contained in this Agreement; (ii) the import, marketing, promotion (including translations of Product literature, marketing Agreement or packaging materials), storage, handling, distribution and sale any of the Products by Distributor other Loan Documents which may be construed to the contrary, all of Borrower’s indemnity obligations and other obligations of Borrower pertaining to Environmental Liabilities and/or Hazardous Substances will be deemed to be contained in and arise under only the Indemnity, and not under this Agreement or any Subdistributor; other Loan Document, and any of Borrower’s indemnity obligations or other obligations pertaining to Environmental Liabilities and/or Hazardous Substances that might be construed to exist under any other Loan Document (iiiother than the Indemnity) any Product recalls, but only will be deemed to be removed from such other Loan Document and transferred to the extent such recalls are caused by Distributor or any Subdistributor; except Indemnity, so that the Indemnity is the only Loan Document that contains and sets forth the Borrower’s indemnity obligations and other obligations of Borrower pertaining to the proportionate extent that such Claims were caused by the Response Indemnified PartiesEnvironmental Liabilities and/or Hazardous Substances. (b) Response hereby agrees to defend, hold harmless and indemnify Distributor and its directors, officers, servants, employees and agents (in this subsection, the “the Distributor Indemnified Parties”), from and against all Claims of whatsoever kind or nature (including but not limiting the generality of the foregoing, in respect of death, injury, loss or damage to any person or property) arising in any way out of or connected with: (i) any breach of any representation, warranty, covenant or agreement of Response contained in this Agreement; (ii) any product liability claim relating to the Products delivered by Response to Distributor under this Agreement, to the extent such Product liability Claims arise from the design, testing, manufacturing, packaging, labeling (including instructions for use), storage or handling of the Products by Response; and (iii) any Product recalls, but only to the extent such recalls are caused by Response; except to the proportionate extent that such Claims were caused by the Distributor Indemnified Parties.