Common use of Indemnification and Limitation on Liability Clause in Contracts

Indemnification and Limitation on Liability. To the fullest extent permitted by law, Seller and its parent(s), subsidiaries and/or affiliates (“Indemnifying Parties”) shall defend, indemnify and hold harmless Buyer and its parents, subsidiaries and affiliates and their respective officers, employees, agents, subcontractors and customers against all damages, claims, actions, liabilities, fines, assessments and expenses (including costs associated with recalling any Goods, reasonable attorneys' fees and costs) arising out of or resulting in any way from (i) any defect in the Goods or Services, (ii) any breach of any warranty or other term of this Order, (iii) the presence of Indemnifying Parties’ agents, representatives, employees or subcontractors on Buyer’s premises (including, without limitation, personal injury, illness or death of Indemnifying Parties’ agents, representatives, employees or subcontractors; and property damage), regardless of the cause of such injury, illness or death, and even though caused in whole or in part by a pre-existing defect, the indemnified party’s (or indemnified persons’) negligence or any other actual or alleged legal fault, whether sole, joint or concurrent, and (iv) the negligent acts or omissions of Indemnifying Parties, its agents, representatives, employees or subcontractors related to the performance of the services under this Order, but in no event shall the indemnity obligation apply to liability caused by the willful misconduct or sole negligence of Buyer with regard to (i) and (ii) above. Indemnifying Parties will conduct the defense of a third party claim diligently and with counsel reasonably satisfactory to Buyer, and will not consent to the entry of a judgment or enter into any settlement with respect to the claim without the prior written consent of Xxxxx (not to be withheld unreasonably). NOTHING IN THIS ORDER SHALL BE CONSTRUED TO SUBJECT BUYER TO LIABILITY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS (WHETHER IT CONSISTS IN A DIRECT OR INDIRECT DAMAGES), LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF THIS ORDER OR ANY GOODS OR SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN), REGARDLESS OF WHETHER THE COMPANY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. In no event shall the aggregate liability of Buyer arising out of or relating to this Order exceed, in the aggregate, the fees paid by Xxxxx for the Goods and Services during the twelve (12) months preceding the event giving rise to the claim. This Section shall survive the termination or expiration of this Order, for whatever reason.

Indemnification and Limitation on Liability. To RHS agrees to indemnify, defend and hold the fullest extent permitted by law, Seller Custodian and its parent(s), subsidiaries and/or affiliates (“Indemnifying Parties”) shall defend, indemnify and hold harmless Buyer and its parents, subsidiaries and affiliates and their respective officers, employees, agents, subcontractors affiliates, successors and customers assigns harmless from and against any and all damages, claims, actions, liabilities, fineslosses, assessments costs and expenses (including costs associated with recalling any Goods, reasonable attorneys' without limitation attorney's fees and costsexpenses) arising out of ("Losses"), that may be imposed on, incurred by, or resulting in asserted against the Custodian by any way claims to the extent such Losses from such claims result from (ia) the failure of RHS to comply with any defect of its obligations under this Agreement or any rules, regulations and interpretations of the SEC, including, but not limited to, RHS's failure to inform a Customer of all the terms of this Agreement (other than the names of all the other Customers of RHS) as such terms may change from time to time and RHS's failure to deliver to Custodian any communication from a Customer to the Custodian in the Goods time and manner required by this Agreement; (b) RHS's valuation of the Customers lent fully-paid or Servicesexcess margin securities and Collateral available to such Customer on the Schedule and the Aggregate Collateral Amount on the Schedule; or (c) the failure of any Customer to be named on a Schedule when it should be named on a Schedule or to have the correct collateral amount for any Customer specified on a Schedule, (ii) any unless such Losses are caused by Custodian’s breach of any warranty this Agreement or other term of this Order, (iii) the presence of Indemnifying Parties’ agents, representatives, employees gross negligence or subcontractors on Buyer’s premises (including, without limitation, personal injury, illness or death of Indemnifying Parties’ agents, representatives, employees or subcontractors; and property damage), regardless willful misconduct of the cause of such injuryCustodian. Custodian agrees to indemnify, illness or death, defend and even though caused in whole or in part by a pre-existing defect, the indemnified party’s (or indemnified persons’) negligence or any other actual or alleged legal fault, whether sole, joint or concurrent, hold RHS and (iv) the negligent acts or omissions of Indemnifying Parties, its agents, representativesaffiliates, employees successors and assigns harmless from and against any and all damages, claims, liabilities, losses, costs and expenses (including without limitation attorney's fees and expenses) ("Losses"), that may be imposed on, incurred by, or subcontractors related asserted against RHS to the performance extent such Losses result from the failure of the services Custodian to comply with any of its obligations under this Order, but in no event shall the indemnity obligation apply to liability caused by the willful misconduct or sole negligence of Buyer with regard to (i) and (ii) aboveAgreement. Indemnifying Parties will conduct the defense of a third party claim diligently and with counsel reasonably satisfactory to Buyer, and will not consent to the entry of a judgment or enter into any settlement with respect to the claim without the prior written consent of Xxxxx (not to be withheld unreasonably). NOTHING IN THIS ORDER NO EVENT SHALL EITHER PARTY BE CONSTRUED TO SUBJECT BUYER TO LIABILITY LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, ANY SPECIAL, PUNITIVE INDIRECT OR EXEMPLARY CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS (WHETHER IT CONSISTS IN A DIRECT OR INDIRECT DAMAGES), LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF THIS ORDER OR ANY GOODS OR SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF LOST PROFITS) FROM ANY BREACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN)ACTION TAKEN OR OMITTED TO BE TAKEN BY IT, REGARDLESS OF WHETHER THE COMPANY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW EVEN IF ADVISED OF THE POSSIBILITY THEREOFOF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. In no event shall the aggregate The foregoing indemnification and disclaimer of liability of Buyer arising out of or relating to this Order exceed, in the aggregate, the fees paid by Xxxxx for the Goods and Services during the twelve (12) months preceding the event giving rise to the claim. This Section shall survive the any termination or expiration assignment of this Order, for whatever reasonAgreement and any resignation or removal of the Custodian. The foregoing disclaimer of liability shall not apply to (a) a party’s indemnification obligations or liability or (b) a party’s breach of Section 7 of the Collateral Administration Agreement (“Confidentiality”) or (c) a party’s gross negligence or willful misconduct.

Indemnification and Limitation on Liability. To 21.1 Except for Claims (as hereinafter defined) limited elsewhere in this Lease and to the fullest extent permitted by lawarising from Landlord’s or Landlord’s Representatives’ (as hereinafter defined) gross negligence or willful misconduct, Seller Tenant hereby agrees to indemnify Landlord and its parent(s)Landlord’s directors, subsidiaries and/or affiliates (“Indemnifying Parties”) shall defendofficers, indemnify and hold harmless Buyer and its parentsshareholders, subsidiaries and affiliates and their respective officerspartners, members, principals, employees, agents, subcontractors servants, contractors, subcontractors, visitors, licensees, successors and customers assigns (collectively, “Landlord’s Representatives”) against and save Landlord and Landlord’s Representatives harmless from any and all losses, costs, damages, charges, liabilities, obligations, fines, penalties, claims, actionsdemands, liabilitiesor judgments and any and all expenses, fines, assessments and expenses (including costs associated with recalling any Goods, reasonable attorneys' fees and costs) arising out of or resulting in any way from (i) any defect in the Goods or Services, (ii) any breach of any warranty or other term of this Order, (iii) the presence of Indemnifying Parties’ agents, representatives, employees or subcontractors on Buyer’s premises (including, without limitation, personal injuryreasonable attorneys’ fees and expenses, illness or death court costs, and costs of Indemnifying Parties’ agentsappeal, representativessettlement and negotiations (collectively, employees or subcontractors; and property damage“Claims”), regardless arising out of or in connection with: (i) Tenant’s use of the cause of such injuryPremises and the Building, illness or death, and even though caused in whole or in part by a pre-existing defectincluding without limitation, the indemnified partyOutside Patio Area (as defined in Section 31) and/or the roof of the Building (as provided in Section 33 below) ; (ii) the conduct of Tenant’s (or indemnified persons’) negligence business or any other actual activity, work or alleged legal faultthing done, whether solepermitted or suffered by Tenant in, joint on or concurrentabout the Premises, and the Building and/or the Land; (iii) any failure to perform or observe any of the terms, covenants, conditions or provisions required to be performed or observed by Tenant under this Lease or the Master Lease; or (iv) the negligent acts any negligence or omissions other misconduct of Indemnifying PartiesTenant or any of Tenant’s directors, its agentsofficers and employees (collectively, representatives, employees or subcontractors related to “Tenant’s Representatives”) in connection with the performance of the services Tenant’s obligations under this OrderLease; or (v) any mechanic’s lien and other liens and encumbrances filed by any person claiming by, but through or under Tenant, including security interests in no any materials, fixtures, equipment and any other improvements or appurtenances installed in, located on or constituting part of the Premises. In the event shall the indemnity obligation apply to liability caused that any action or proceeding is brought against Landlord by the willful misconduct or sole negligence reason of Buyer with regard to any of clauses (i) and through (iiv) above. Indemnifying Parties will conduct inclusive of this Section 21, Tenant shall, at the request of Landlord, assume the defense of a third party claim diligently and the same at Tenant’s sole cost with counsel reasonably satisfactory to BuyerLandlord. Landlord and its insurers shall each have the right to employ, at its expense, separate counsel in any such action or proceeding and will not consent to the entry of a judgment or enter into any settlement with respect to the claim without the prior written consent of Xxxxx (not to be withheld unreasonably). NOTHING IN THIS ORDER SHALL BE CONSTRUED TO SUBJECT BUYER TO LIABILITY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS (WHETHER IT CONSISTS IN A DIRECT OR INDIRECT DAMAGES), LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF THIS ORDER OR ANY GOODS OR SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN), REGARDLESS OF WHETHER THE COMPANY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. In no event shall the aggregate liability of Buyer arising out of or relating to this Order exceed, participate in the aggregate, the fees paid by Xxxxx for the Goods and Services during the twelve (12) months preceding the event giving rise to the claim. This Section shall survive the termination or expiration of this Order, for whatever reasondefense thereof.

Indemnification and Limitation on Liability. To the fullest extent permitted by law(a) Subtenant hereby agrees to indemnify Sublandlord and Sublandlord’s directors, Seller and its parent(s)officers, subsidiaries and/or affiliates (“Indemnifying Parties”) shall defendshareholders, indemnify and hold harmless Buyer and its parentspartners, subsidiaries and affiliates and their respective officersmembers, principals, employees, agents, subcontractors servants, contractors, subcontractors, visitors, licensees, successors and customers assigns (collectively, “Sublandlord’s Representatives”) against and save Sublandlord and Sublandlord’s Representatives harmless from any and all losses, costs, damages, charges, liabilities, obligations, fines, penalties, claims, actionsdemands, liabilitiesor judgments and any and all expenses, fines, assessments and expenses (including costs associated with recalling any Goods, reasonable attorneys' fees and costs) arising out of or resulting in any way from (i) any defect in the Goods or Services, (ii) any breach of any warranty or other term of this Order, (iii) the presence of Indemnifying Parties’ agents, representatives, employees or subcontractors on Buyer’s premises (including, without limitation, personal injuryreasonable attorneys’ fees and expenses, illness or death court costs, and costs of Indemnifying Parties’ agentsappeal, representativessettlement and negotiations (collectively, employees or subcontractors; and property damage“Claims”), regardless arising out of or in connection with: (a) Subtenant’s use of the cause Sublease Premises; (b) the conduct of such injurySubtenant’s business or any activity, illness work or deaththing done, and even though caused in whole permitted or in part suffered by a pre-existing defectSubtenant in, on or about the indemnified party’s Sublease Premises or the Building; (c) any failure to perform or indemnified persons’observe any of the terms, covenants, conditions or provisions required to be performed or observed by Subtenant under this Sublease or the Prime Lease; (d) any gross negligence or other misconduct of Subtenant or any other actual or alleged legal fault, whether sole, joint or concurrent, and (iv) the negligent acts or omissions of Indemnifying Parties, its agents, representatives, employees or subcontractors related to Subtenant’s Representatives in connection with the performance of the services Subtenant’s obligations under this OrderSublease; or (e) any mechanic’s lien and other liens and encumbrances filed by any person claiming by, but through or under Subtenant, including security interests in no any materials, fixtures, equipment and any other improvements or appurtenances installed in, located on or constituting part of the Sublease Premises. In the event shall that any action or proceeding is brought against Sublandlord by reason of any of clauses (a) through (e) inclusive of this Section 16(a), Subtenant shall, at the indemnity obligation apply to liability caused by the willful misconduct or sole negligence request of Buyer with regard to (i) and (ii) above. Indemnifying Parties will conduct Sublandlord, assume the defense of a third party claim diligently and the same at Subtenant’s sole cost with counsel reasonably satisfactory to BuyerSublandlord. Sublandlord and its insurers shall each have the right to employ, at its expense, separate counsel in any such action or proceeding and will not to participate in the defense thereof provided, however, that counsel retained by Subtenant shall control the defense. Subtenant shall consent to and indemnify Sublandlord against the entry costs of a judgment any reasonable settlement agreed to by Sublandlord of such action or enter into any settlement with respect to the claim without the prior written consent of Xxxxx (not to be withheld unreasonably). NOTHING IN THIS ORDER SHALL BE CONSTRUED TO SUBJECT BUYER TO LIABILITY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS (WHETHER IT CONSISTS IN A DIRECT OR INDIRECT DAMAGES), LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF THIS ORDER OR ANY GOODS OR SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN), REGARDLESS OF WHETHER THE COMPANY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. In no event shall the aggregate liability of Buyer arising out of or relating to this Order exceed, in the aggregate, the fees paid by Xxxxx for the Goods and Services during the twelve (12) months preceding the event giving rise to the claim. This Section shall survive the termination or expiration of this Order, for whatever reasonproceeding.

Indemnification and Limitation on Liability. To the fullest extent permitted by lawIf Buyer exercises rights of access under this Section or otherwise, or conducts examinations or inspections under this Section or otherwise, then (a) such access, examination and inspection shall be at Buyer's sole risk, cost and expense and Buyer waives and releases all claims against Seller (and its parent(s), subsidiaries and/or affiliates (“Indemnifying Parties”) shall defend, indemnify and hold harmless Buyer partners and its parents, subsidiaries and their affiliates and their the respective directors, officers, employees, agentsattorneys, subcontractors contractors and customers against agents of such parties) arising in any way therefrom or in any way connected therewith or arising in connection with the conduct of its directors, officers, employees, attorneys, contractors and agents in connection therewith and (b) Buyer shall indemnify, defend and hold harmless Seller (and its partners and its and their affiliates and the respective officers, directors, employees, attorneys, contractors and agents of such parties) from any and all damages, claims, actions, causes of action liabilities, finesdamages, assessments and losses, costs or expenses (including costs associated with recalling any Goods, reasonable attorneys' fees and costs) arising out of or resulting in any way from (i) any defect in the Goods or Services, (ii) any breach of any warranty or other term of this Order, (iii) the presence of Indemnifying Parties’ agents, representatives, employees or subcontractors on Buyer’s premises (including, without limitation, personal injury, illness or death of Indemnifying Parties’ agents, representatives, employees or subcontractors; court costs and property damageattorneys fees), regardless of the cause of such injuryor liens or encumbrances for labor or materials, illness or death, and even though caused in whole or in part by a pre-existing defect, the indemnified party’s (or indemnified persons’) negligence or any other actual or alleged legal fault, whether sole, joint or concurrent, and (iv) the negligent acts or omissions of Indemnifying Parties, its agents, representatives, employees or subcontractors related to the performance of the services under this Order, but in no event shall the indemnity obligation apply to liability caused by the willful misconduct or sole negligence of Buyer with regard to (i) and (ii) above. Indemnifying Parties will conduct the defense of a third party claim diligently and with counsel reasonably satisfactory to Buyer, and will not consent to the entry of a judgment or enter into any settlement with respect to the claim without the prior written consent of Xxxxx (not to be withheld unreasonably). NOTHING IN THIS ORDER SHALL BE CONSTRUED TO SUBJECT BUYER TO LIABILITY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS (WHETHER IT CONSISTS IN A DIRECT OR INDIRECT DAMAGES), LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF THIS ORDER OR ANY GOODS OR SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN), REGARDLESS OF WHETHER THE COMPANY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. In no event shall the aggregate liability of Buyer arising out of or relating to this Order exceedin any way connected with such matters. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, in the aggregateACTIONS, the fees paid by Xxxxx for the Goods and Services during the twelve CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (12i) months preceding the event giving rise to the claim. This Section shall survive the termination or expiration of this OrderNEGLIGENCE (INCLUDING SOLE NEGLIGENCE, for whatever reasonSINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY.