Common use of Indemnification and Limitation on Liability Clause in Contracts

Indemnification and Limitation on Liability. 1. The Sponsors severally agree to indemnify and hold harmless Broker (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorney’s fees and costs) arising out of or attributable to: (a) any material breach by the Sponsors of this Purchase Plan (including the Sponsors representations and warranties), and (b) any violation by the Sponsors of applicable laws or regulations. The Sponsors will have no indemnification obligations in the case of gross negligence or willful misconduct of Broker or any other indemnified person. This indemnification will survive the termination of this Purchase Plan. Bxxxxx agrees that the Company shall have no obligation to indemnify or hold harmless Broker in connection with this Purchase Plan. 2. Notwithstanding any other provision herein, neither Broker nor any of the Sponsors will be liable for: i. Special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages 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. ii. Any failure to perform 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 Sponsors acknowledge and agree that Bxxxxx has not provided the Sponsors with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Sponsors would be entitled to any of the affirmative defenses under Rule 10b5-1.