Common use of Indemnification and Limitation on Liability Clause in Contracts

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

Indemnification and Limitation on Liability. 1. Seller Purchaser agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Purchase Plan or arising out of or attributable to any breach by Seller Purchaser of this Sales Purchase Plan (including SellerPurchaser’s representations and warranties hereunder) or any violation by Seller Purchaser of applicable laws or regulations. This indemnification shall survive termination of this Sales Purchase Plan. Notwithstanding the foregoing, Seller Purchaser shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS shall not be liable to Seller Purchaser for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God.”.

Indemnification and Limitation on Liability. 1. Seller The Company agrees to indemnify and hold harmless JPMS Broker (and its directors, officers, employees and affiliates affiliates) from and against all claims, liabilities, losses, damages and liabilities expenses (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimreasonable attorney’s fees and costs) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to to: (a) any material breach by Seller the Company of this Sales Purchase Plan (including Sellerthe Company’s representations and warranties hereunderwarranties), and (b) or any violation by Seller the Company of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall The Company will have no indemnification obligation to obligations in the extent any claims, losses, damages or liabilities are due to the case of gross negligence, recklessness negligence or willful misconduct of JPMS Broker or any other indemnified person. This indemnification will survive the termination of this Purchase Plan. 2. Notwithstanding any other provision hereofherein, JPMS shall not neither Broker nor the Company will be liable to Seller for: (a) special: i. Special, indirect, punitive, exemplary exemplary, or consequential damages, or incidental losses or damages of or any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any . ii. Any failure to perform or to cease performance or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 3. The Company acknowledges and agrees that Xxxxxx has not provided the Company with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Company would be entitled to any of the affirmative defenses under Rule 10b5-1.

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS JPMSI and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMSJPMSI’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS JPMSI or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS JPMSI shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, neither JPMS nor Seller shall not be liable to Seller the other and its directors, officers, employees and affiliates for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

Indemnification and Limitation on Liability. 1. Seller Client agrees to indemnify and hold harmless JPMS Northern and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMSNorthern’s actions taken or not taken in compliance with this Sales Purchase Plan or arising out of or attributable to any breach by Seller Client of this Sales Purchase Plan (including SellerClient’s representations and warranties hereunder) or any violation by Seller Client of applicable laws or regulations. Client will not be liable under the foregoing sentence to the extent that any claim, loss, damage or liability is found in a final judgement by a court to have resulted from the bad faith, gross negligence or willful misconduct of Northern or its directors, officers, employees or affiliates or Northern’s breach of this Purchase Agreement. This indemnification shall survive termination of this Sales Purchase Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS Northern shall not be liable to Seller Client for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

Indemnification and Limitation on Liability. 1. Seller The Purchaser agrees to indemnify and hold harmless JPMS MSSB (and its directors, officers, employees and affiliates affiliates) from and against all claims, liabilities, losses, damages and liabilities expenses (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimreasonable attorney’s fees and costs) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to to: a.) any material breach by Seller the Purchaser of this Sales Purchase Plan (including Sellerthe Purchaser’s representations and warranties hereunderwarranties), and b.) or any violation by Seller the Purchaser of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall The Purchaser will have no indemnification obligation to obligations in the extent any claims, losses, damages or liabilities are due to the case of gross negligence, recklessness negligence or willful misconduct of JPMS MSSB or any other indemnified person. This indemnification will survive the termination of this Purchase Plan. 2. Notwithstanding any other provision hereofherein, JPMS shall not neither MSSB or the Purchaser will be liable to Seller for: (a) special: i. Special, indirect, punitive, exemplary exemplary, or consequential damages, or incidental losses or damages of or any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any . ii. Any failure to perform or to cease performance or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 3. The Purchaser acknowledges and agrees that MSSB has not provided the Purchaser with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Purchaser would be entitled to any of the affirmative defenses under Rule 10b5-1.

Indemnification and Limitation on Liability. 1. Seller Insider agrees to indemnify and hold harmless JPMS Broker (and its directors, officers, employees and affiliates affiliates) from and against all claims, liabilities, losses, damages and liabilities expenses (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimreasonable attorneys’ fees and costs) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to to: (i) any material breach by Seller the Insider of this Sales Plan (including Seller’s Insider representations and warranties hereunderwarranties), and (ii) or any violation by Seller Insider of applicable laws or regulations; provided, however, that Insider shall have no indemnification obligations in the case of gross negligence or willful misconduct of the Broker or any other indemnified person. This indemnification shall survive the termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereofherein, JPMS neither Party shall not be liable to Seller the other for: (ai) special, indirect, punitive, exemplary exemplary, or consequential damages, or incidental losses or damages of any kind, including but not limited to lost profits, lost savings, or loss of use of facility or equipment, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; , or (bii) any failure to perform or to cease performance or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. Insider acknowledges and agrees that Broker has not provided Insider with any tax, accounting or legal advice with respect to this Plan, including whether Insider would be entitled to any affirmative defenses.

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness recklessness, criminal conduct or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS neither party shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

Indemnification and Limitation on Liability. 1. Seller The Company agrees to indemnify and hold harmless JPMS MSSB (and its directors, officers, employees and affiliates affiliates) from and against all claims, liabilities, losses, damages and liabilities expenses (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimreasonable attorney’s fees and costs) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to to: a.) any material breach by Seller the Company of this Sales Purchase Plan (including Sellerthe Company’s representations and warranties hereunderwarranties), and b.) or any violation by Seller the Company of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall The Company will have no indemnification obligation to obligations in the extent any claims, losses, damages or liabilities are due to the case of gross negligence, recklessness negligence or willful misconduct of JPMS MSSB or any other indemnified person. This indemnification will survive the termination of this Purchase Plan. 2. Notwithstanding any other provision hereofherein, JPMS shall not neither MSSB nor the Company will be liable to Seller for: (a) special: i. Special, indirect, punitive, exemplary exemplary, or consequential damages, or incidental losses or damages of or any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any . ii. Any failure to perform or to cease performance or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 3. The Company acknowledges and agrees that MSSB has not provided the Company with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Company would be entitled to any of the affirmative defenses under Rule 10b5-1.

Indemnification and Limitation on Liability. 1. Seller The Company agrees to indemnify and hold harmless JPMS Broker (and its directors, officers, employees and affiliates affiliates) from and against all claims, liabilities, losses, damages and liabilities expenses (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimreasonable attorney’s fees and costs) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to to: (a) any material breach by Seller the Company of this Sales Purchase Plan (including Sellerthe Company’s representations and warranties hereunderwarranties), and (b) or any violation by Seller the Company of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall The Company will have no indemnification obligation to obligations in the extent any claims, losses, damages or liabilities are due to the case of gross negligence, recklessness negligence or willful misconduct of JPMS Broker or any other indemnified person. This indemnification will survive the termination of this Purchase Plan. 2. Notwithstanding any other provision hereofherein, JPMS shall not neither Broker nor the Company will be liable to Seller for: (a) special: i. Special, indirect, punitive, exemplary exemplary, or consequential damages, or incidental losses or damages of or any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any . ii. Any failure to perform or to cease performance or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 3. The Company acknowledges and agrees that Broker has not provided the Company with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Company would be entitled to any of the affirmative defenses under Rule 10b5-1.

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS Northern and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMSNorthern’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. Seller will not be liable under the foregoing sentence to the extent that any claim, loss, damage or liability is found in a final judgement by a court to have resulted from the bad faith, gross negligence or willful misconduct of Northern or its directors, officers, employees or affiliates. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS Northern shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

Indemnification and Limitation on Liability. 1. Seller (a) The Purchaser agrees to indemnify and hold harmless JPMS Broker (and its directors, officers, employees and affiliates affiliates) from and against all claims, liabilities, losses, damages and liabilities expenses (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimreasonable attorneys’ fees and costs) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to to: (i) any material breach by Seller the Purchaser of this Sales Plan Instruction (including Seller’s the Purchaser representations and warranties hereunderwarranties), and (ii) or any violation by Seller the Purchaser of applicable laws or regulations; provided, however, that the Purchaser shall have no indemnification obligations in the case of bad faith, gross negligence or willful misconduct of the Broker or any other indemnified person. This indemnification shall survive the termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified personInstruction. 2. (b) Notwithstanding any other provision hereofherein, JPMS neither party shall not be liable to Seller the other for: (ai) special, indirect, punitive, exemplary exemplary, or consequential damages, or incidental losses or damages of or any kind, including but not limited to lost profits, lost savings, or loss of use of facility or equipment, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; , or (bii) any failure to perform or to cease performance or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. (c) The Purchaser acknowledges and agrees that Broker has not provided the Purchaser with any tax, accounting or legal advice with respect to this Instruction, including whether the Purchaser would be entitled to any of the affirmative defenses under Rule 10b5-1.

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS Broker and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMSBroker’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. Seller will not be liable under the foregoing sentence to the extent that any claim, loss, damage or liability is found in a final judgement by a court to have resulted from the bad faith, gross negligence or willful misconduct of Broker or its directors, officers, employees or affiliates. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS Broker shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

Indemnification and Limitation on Liability. 1. Seller (a) Insider agrees to indemnify and hold harmless JPMS Broker (and its directors, officers, employees and affiliates affiliates) from and against all claims, liabilities, losses, damages and liabilities expenses (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimreasonable attorneys’ fees and costs) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to to: (i) any material breach by Seller Insider of this Sales the Plan (including Seller’s Insider representations and warranties hereunderwarranties), and (ii) or any violation by Seller Insider of applicable laws or regulations; provided, however, that Insider shall have no indemnification obligations in the case of gross negligence or willful misconduct of Broker or any other indemnified person. This indemnification shall survive the termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified personAgreement. 2. (b) Notwithstanding any other provision hereofherein, JPMS neither Party shall not be liable to Seller the other for: (ai) special, indirect, punitive, exemplary exemplary, or consequential damages, or incidental losses or damages of any kind, including but not limited to lost profits, lost savings, or loss of use of facility or equipment, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; , or (bii) any failure to perform or to cease performance or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. (c) Insider acknowledges and agrees that Broker has not provided Insider with any tax, accounting or legal advice with respect to the Plan, including whether Insider would be entitled to any affirmative defenses.

Indemnification and Limitation on Liability. 1. Seller .) The Company agrees to indemnify and hold harmless JPMS CGM (and its directors, officers, employees and affiliates affiliates) from and against all claims, liabilities, losses, damages and liabilities expenses (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimreasonable attorney's fees and costs) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to to: a.) any material breach by Seller the Company of this Sales Purchase Plan (including Seller’s representations the Company's representations, warranties and warranties hereundercovenants), and b.) or any violation by Seller the Company of applicable laws or regulations. This indemnification shall will survive the termination of this Sales PlanAgreement. Notwithstanding the foregoing, Seller shall The Company will have no indemnification obligation to obligations in the extent any claims, losses, damages or liabilities are due to the case of gross negligence, recklessness negligence or willful misconduct of JPMS CGM or any other indemnified person. 2. .) Notwithstanding any other provision hereofherein, JPMS shall not neither party will be liable to Seller the other for: (aa.) special, indirect, punitive, exemplary exemplary, or consequential damages, or incidental losses or damages of or any kind, including but not limited to lost profits, lost savings, loss of use of facility or equipment, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; , or (bb.) any failure to perform or to cease performance or for any delay in performance that results from a cause or circumstance that is it beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “"acts of God”". 3.) The Company acknowledges and agrees that CGM has not provided the Company with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Company would be entitled to any of the affirmative defenses under the Rule.

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and Meyer3.FINAL.111717 warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS JPMSI and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s JPMSI's actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s 's representations and warranties hereunder) or any violation by Seller of applicable laws or regulations; provided, however that the Seller shall not be required to indemnify JPMSI for losses described above resulting directly from JPMSI's gross negligence or willful misconduct. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS JPMSI shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility J.P. Morgan Private Bank is the marketing name adopted for the private bxxxxxx xxxxness conducted by J.P. Morgan Chase & Co. through its subsidiary banks and brokerages, incxxxxxx X.X. Morgan Securities Inc. systems, severe weather, market disruptions or other disrupxxxxx xx xxher causes commonly known as “"acts of God”".

Indemnification and Limitation on Liability. 1. Seller The Company agrees to indemnify and hold harmless JPMS CGMI (and its directors, officers, employees and affiliates affiliates) from and against all claims, liabilities, losses, damages and liabilities expenses (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimreasonable attorney’s fees and costs) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to (a) any breach by Seller the Company of this Sales Purchase Plan (including Sellerthe Company’s representations representations, warranties and warranties hereunderundertakings), and (b) or any violation by Seller the Company of any applicable laws or regulations. This indemnification shall survive termination of regulations related to this Sales Purchase Plan. Notwithstanding the foregoing, Seller shall The Company will have no indemnification obligation to obligations in the extent any claims, losses, damages or liabilities are due to the case of gross negligence, recklessness negligence or willful misconduct of JPMS CGMI or any other indemnified person. This indemnification will survive the termination of this Purchase Plan. 2. Notwithstanding any other provision hereofherein, JPMS shall not neither CGMI nor the Company will be liable to Seller for: (a) special3 NTD: Completion Date is not defined in Appendix A. 4 NTD: Scheduled Trading Days are not defined in Appendix A. i. Special, indirect, punitive, exemplary exemplary, or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any or ii. Any failure to perform or to cease performance or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 3. The Company acknowledges and agrees that CGMI has not provided the Company with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Company would be entitled to any of the affirmative defenses under Rule 10b5-1.

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS Northern and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s Northern's actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s 's representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. Seller will not be liable under the foregoing sentence to the extent that any claim, loss, damage or liability is found in a final judgement by a court to have resulted from the bad faith, gross negligence or willful misconduct of Northern or its directors, officers, employees or affiliates. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS Northern shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “"acts of God”".

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS JPMSI and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation except to the extent any claimssuch claim, losses, damages damage or liabilities are due liability is determined in a non-appealable judgment by a court of competent jurisdiction to be the result of the indemnified persons gross negligence, recklessness negligence or willful misconduct of JPMS or any other indemnified personmisconduct. 2. Notwithstanding any other provision hereof, JPMS JPMSI shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “"acts of God”", in each case, in connection with this Sales Plan. 3. Seller agrees to indemnify and hold harmless Issuer and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to this Sales Plan. 4. Notwithstanding any other provision hereof, Issuer shall not be liable to Seller or JPMSI for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as "acts of God", in each case, in connection with this Sales Plan. 5. Seller and JPMSI each respectively acknowledge that, except as specifically set forth herein, Issuer has no role in the administration of the Sales Plan and that Issuer is simply acknowledging the receipt of the Sales Plan from Seller.

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS neither party to this Sales Plan shall not be liable to Seller the other party for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

Indemnification and Limitation on Liability. 1. Seller Insider agrees to indemnify and hold harmless JPMS Broker (and its directors, officers, employees and affiliates affiliates) from and against all claims, liabilities, losses, damages and liabilities expenses (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimreasonable attorneys’ fees and costs) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to to: (i) any material breach by Seller the Insider of this Sales Plan (including Seller’s Insider representations and warranties hereunderwarranties), and (ii) or any violation by Seller Insider of applicable laws or regulations; provided, however, that Insider shall have no indemnification obligations in the case of gross negligence or willful misconduct of the Broker or any other indemnified person. This indemnification shall survive the termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereofherein, JPMS neither party shall not be liable to Seller the other for: (ai) special, indirect, punitive, exemplary exemplary, or consequential damages, or incidental losses or damages of any kind, including but not limited to lost profits, lost savings, or loss of use of facility or equipment, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; , or (bii) any failure to perform or to cease performance or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. Insider acknowledges and agrees that Broker has not provided Insider with any tax, accounting or legal advice with respect to this Plan, including whether Insider would be entitled to any affirmative defenses.

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS neither party to this Sales Plan shall not be liable to Seller the other party hereto for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

Indemnification and Limitation on Liability. 1. Seller The Company agrees to indemnify and hold harmless JPMS Broker (and its directors, officers, employees and affiliates affiliates) from and against all claims, liabilities, losses, damages and liabilities expenses (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimreasonable attorney’s fees and costs) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to to: (a) any material breach by Seller the Company of this Sales Purchase Plan (including Sellerthe Company’s representations and warranties hereunderwarranties), and (b) or any violation by Seller the Company of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall The Company will have no indemnification obligation to obligations in the extent any claims, losses, damages or liabilities are due to the case of gross negligence, recklessness negligence or willful misconduct of JPMS Broker or any other indemnified person. This indemnification will survive the termination of this Purchase Plan. 2. Notwithstanding any other provision hereofherein, JPMS shall not neither Broker nor the Company will be liable to Seller for: (a) special: i. Special, indirect, punitive, exemplary exemplary, or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any . ii. Any failure to perform or to cease performance or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 3. The Company acknowledges and agrees that Broker has not provided the Company with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Company would be entitled to any of the affirmative defenses under Rule 10b5-1.

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to Garutti3.FINAL.12.4.17 JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS JPMSI and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s JPMSI's actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s 's representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS JPMSI or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS JPMSI shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “"acts of God”".

Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, ; employees and affiliates from and against all claims, claims losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God.”.

Indemnification and Limitation on Liability. 1. Seller The Company agrees to indemnify and hold harmless JPMS Broker (and its directors, officers, employees and affiliates affiliates) from and against all claims, liabilities, losses, damages and liabilities expenses (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimreasonable attorney’s fees and costs) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to to: (a) any material breach by Seller the Company of this Sales Purchase Plan (including Sellerthe Company’s representations and warranties hereunderwarranties), and (b) or any violation by Seller the Company of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall The Company will have no indemnification obligation to obligations in the extent any claims, losses, damages or liabilities are due to the case of gross negligence, recklessness negligence or willful misconduct of JPMS Broker or any other indemnified person. This indemnification will survive the termination of this Purchase Plan. 2. Notwithstanding any other provision hereofherein, JPMS shall not neither Broker nor the Company will be liable to Seller for: (a) special: i. Special, indirect, punitive, exemplary exemplary, or consequential damages, or incidental losses or damages of or any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any . ii. Any failure to perform or to cease performance or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 3. The Company acknowledges and agrees that Bxxxxx has not provided the Company with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Company would be entitled to any of the affirmative defenses under Rule 10b5-1.