Common use of Indemnification Limitation of Liability Clause in Contracts

Indemnification Limitation of Liability. (a) Xxxxxx shall indemnify, defend, and hold harmless each Newco Entity, each of its respective Affiliates and controlling Persons and each of their respective officers, directors, employees, shareholders, limited or general partners, members, successors, assigns, agents, advisers and representatives (“Newco Indemnitees”) from and against any and all (i) Losses resulting from or arising out of any claim (including any claim made by, on behalf of (or in any representative capacity for) or otherwise with respect to employees and representatives of Xxxxxx) against any Newco Indemnitee related to or otherwise arising out of Xxxxxx’x breach of any provision of this Agreement or the provision and/or performance (or nonperformance) of the Transition Services and Services Data by Xxxxxx, any Xxxxxx Employee or any Third Party Service Provider, (ii) Losses resulting from or arising out of the negligence or willful misconduct of Xxxxxx, any of its Affiliates or any Third Party Service Provider, or any of their respective agents, employees, officers and directors in regard to the performance of the Transition Services, (iii) Losses resulting from or arising out of any claim by a third party contending that the Transition Services and/or Services Data, or the provision thereof, or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related to the Transition Services, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contract, law or in equity, (iv) Losses resulting from or arising out of the failure of the Transition Services to comply with any Applicable Law, (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure to have, obtain and/or maintain all the rights, titles, licenses, permissions, consents, approvals and authority required under federal and state securities law, rules and regulations, and the rules and regulations of any applicable self-regulatory organization, in order for Xxxxxx to provide, or cause to be provided, the Transition Services to or for the benefit of any Newco Indemnitee, and (vi) Losses resulting from or arising out of the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third parties.

Indemnification Limitation of Liability. 14.1 PRN shall indemnify Tear, its Affiliates and its and their respective directors, officers, employees and agents (a) Xxxxxx shall indemnify, defendthe “Tear Indemnified Parties”), and hold harmless each Newco Entity, defend and save each of its respective Affiliates and controlling Persons and each of their respective officersthem harmless, directors, employees, shareholders, limited or general partners, members, successors, assigns, agents, advisers and representatives (“Newco Indemnitees”) from and against any and all claims, lawsuits, losses, damages, liabilities, penalties, costs and expenses (iincluding reasonable attorneys’ fees and disbursements) Losses resulting (collectively, “Losses”) incurred by any of them to any Third Party, in connection with, arising from or occurring as a result of (a) the breach by PRN of any of its obligations under this Agreement, (b) the breach or inaccuracy of any representation or warranty made by PRN in this Agreement, (c) the gross negligence or wilful misconduct of PRN in connection with this Agreement, (d) the death, personal injury or other product liability arising out of or related to the Products and (e) the infringement or misappropriation of any claim intellectual property rights relating to the Products, except, in each case (including (a) through (e)), to the extent that such Losses result from any claim made by, on behalf of (or in any representative capacity for) or otherwise matter with respect to which Tear is obligated to indemnify PRN pursuant to Section 14.2. 14.2 Tear shall indemnify PRN, its affiliates and their respective directors, officers, employees and representatives agents (the “PRN Indemnified Parties”), and defend and save each of Xxxxxx) them harmless, from and against any Newco Indemnitee related and all Losses incurred by any of them to or otherwise arising out of Xxxxxx’x breach of any provision of this Agreement or the provision and/or performance (or nonperformance) of the Transition Services and Services Data by Xxxxxx, any Xxxxxx Employee or any Third Party Service Providerin connection with, arising from or occurring as a result of (a) the breach by Tear of any of its obligations under this Agreement, (iib) Losses resulting from the breach or arising out inaccuracy of any representation or warranty made by Tear in this Agreement, or (c) the negligence or willful wilful misconduct of XxxxxxTear in connection with this Agreement, any of its Affiliates or any Third Party Service Providerexcept, or any of their respective agentsin each case ((a) through (c)), employees, officers and directors in regard to the performance of the Transition Services, (iii) extent that such Losses resulting result from or arising out of any claim by a third party contending that the Transition Services and/or Services Data, or the provision thereof, or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related matter with respect to the Transition Services, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contract, law or in equity, (iv) Losses resulting from or arising out of the failure of the Transition Services which PRN is obligated to comply with any Applicable Law, (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure indemnify Tear pursuant to have, obtain and/or maintain all the rights, titles, licenses, permissions, consents, approvals and authority required under federal and state securities law, rules and regulations, and the rules and regulations of any applicable self-regulatory organization, in order for Xxxxxx to provide, or cause to be provided, the Transition Services to or for the benefit of any Newco Indemnitee, and (vi) Losses resulting from or arising out of the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third parties14.1.

Indemnification Limitation of Liability. (a) Xxxxxx Subject to the provisions of paragraph (c) below, the Borrower shall indemnifyindemnify the Agent, defendthe Banks and each affiliate thereof and their respective directors, officers, employees and agents (each an “Indemnitee”) from, and hold harmless each Newco Entity, each of its respective Affiliates and controlling Persons and each of their respective officersthem harmless against, directors, employees, shareholders, limited or general partners, members, successors, assigns, agents, advisers and representatives (“Newco Indemnitees”) from and against any and all losses, liabilities or damages to which any of them may become subject, insofar as such losses, liabilities or damages arise out of or result from (i) Losses resulting from or arising out of any claim actions, suits, proceedings (including any claim made byinvestigations or inquiries, on behalf of (actual or in any representative capacity forthreatened) or otherwise with respect to employees and representatives of Xxxxxx) claims by third parties against or involving any Newco Indemnitee related to the actual or otherwise arising out proposed use by the Borrower of Xxxxxx’x breach the proceeds of any provision extension of credit by any Bank hereunder (collectively, “Claims” and individually, a “Claim”), or (ii) breach by the Borrower of this Agreement or any other Loan Document, or (iii) any actions taken by the Agent or any of the Banks to enforce this Agreement or any of the other Loan Documents against the Borrower at a time when an Event of Default shall have occurred and then be continuing, and the Borrower shall reimburse the Agent and each Bank, and each Affiliate thereof and their respective directors, officers, employees and agents, upon demand for the reasonable out-of-pocket expenses (including, without limitation, reasonable legal fees) actually and reasonably incurred in connection with any such Claim, breach or action. (b) In no event shall the indemnity provided for in Section 9.04(a) extend to any Claim or disbursement of any Indemnitee resulting from, pertaining to or arising in any manner out of, or in any manner relating to any Claim or disbursement which, (i) is the subject matter of another indemnity provision and/or performance (or nonperformancefor which the Borrower is the indemnitor) of the Transition Services and Services Data by Xxxxxx, any Xxxxxx Employee or any Third Party Service Providerthis Agreement, (ii) Losses resulting from the willful misconduct or gross negligence of such Indemnitee, (iii) any breach by such Indemnitee of its representations or obligations under any Loan Document, (iv) the violation by such Indemnitee of any law, rule or regulation binding upon such Indemnitee (including without limitation any law, rule or regulation governing the operation of national banks), (v) any costs, fees or expenses arising out of the acquisition or transfer by such Indemnitee of any interest in the Notes or the Loan Documents except any such transfer (x) in connection with the exercise of remedies hereunder in accordance with the terms of Section 6.01 hereof after the occurrence of an Event of Default or (y) occurring at the direction of the Borrower, (vi) is one with respect to which any Indemnitee has a right to participate in a proceeding with respect to such Claim, if such Indemnitee refuses to implead, to the extent reasonable and practicable, any party whom the Borrower believes is ultimately responsible with respect to such Claims or to assert, to the extent reasonable and practicable, any cross-claims the Borrower deems appropriate where it is not possible for the Borrower to assert such rights itself or (vii) the economic assumptions underlying any Indemnitee’s entry into the transactions contemplated by or related to this Agreement proving to be incorrect, thereby reducing the expected economic return to such Indemnitee, except to the extent such assumptions were based on representations of the Borrower herein or financial information provided by the Borrower pursuant hereto or because the Borrower’s exercise of any of its rights hereunder in accordance with the terms of this Agreement decreases the expected economic return to such Indemnitee. The following shall apply to all claims for indemnity under this Section 9.04 (and under the Commitment Letter referred to in Section 9.03): (A) If any Indemnitee has actual knowledge of any Claim hereby indemnified against it, it shall give prompt written notice thereof to the Borrower; provided, however, that the failure of an Indemnitee to give such notice shall not relieve the Borrower of its obligations hereunder, unless such failure prejudices the Borrower’s ability to contest such claim in any material respect. Any payment made by the Borrower to an Indemnitee pursuant to this Section 9.04 shall not be deemed to be a waiver or release of any right or remedy (including any remedy of damages) the Borrower may have against such Indemnitee if, as a result of the failure by an Indemnitee to give the Borrower notice in accordance with the preceding sentence, the Borrower is prejudiced in any material respect in the exercise of its rights to contest the Claims indemnified against pursuant to this Section 9.04. (B) Each Claim against an Indemnitee by a third party shall, if reasonably requested by the Borrower, be contested by the Indemnitee in good faith by appropriate proceedings, provided that the Borrower shall indemnify such Indemnitee in full in respect of any reasonable out-of-pocket fees, costs or expenses reasonably and actually incurred by such Indemnitee in conducting such contest (such costs, if requested by the Indemnitee, to be funded by the Borrower concurrently with such contest) and the amount of any interest or penalties which are required to be paid as a direct result of contesting such Claim. The Borrower shall be entitled to assume responsibility for and control of the defense of any Claim in respect of which any Indemnitee makes or intends to make a claim against the Borrower for indemnity pursuant to this Section 9.04, provided that (i) the legal counsel retained by the Borrower for such purpose is reasonably acceptable to the Agent and (ii) the Borrower pursues such contest diligently and in good faith and, upon the reasonable request of the Agent, provides the Agent with reasonable details of the status of the contest and copies of legal briefs, court filings and, subject to applicable considerations of legal privilege, counsel’s memoranda relevant to such contest. In the event that (1) an Event of Default shall have occurred and be continuing or (2) the Borrower fails to comply with the foregoing requirements in any material respect, the applicable Indemnitee may, if such Event of Default or failure, as the case may be, continues after such Indemnitee has given the Borrower a reasonable opportunity, taking into account existing circumstances, to effect the applicable level of compliance, reassume responsibility for and control of the relevant contest, which, in such circumstances, such Indemnitee agrees to pursue diligently and in good faith. To the extent the Borrower is entitled to defend any claim hereunder, the Indemnitee shall cooperate in good faith with the Borrower and may participate in the defense thereof at such Indemnitee’s sole cost and expense. (C) Each Indemnitee shall supply the Borrower with such information as the Borrower shall reasonably request to defend or participate in any proceeding permitted by this Section 9.04; provided, however, that any such information which is proprietary or confidential need be furnished only under such arrangements designed to preserve to confidentiality or proprietary nature of the information as shall be reasonable under the circumstances. (D) No Indemnitee shall enter into a settlement or other compromise or consent to a judgment with respect to any Claim without the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed) unless such Indemnitee waives its rights in writing with respect to such Claims under this Section 9.04. The entering into of any such settlement or compromise or consent without the Borrower’s prior written consent (unless the withholding of such consent by the Borrower requested by such Indemnitee shall have been unreasonable) shall constitute a waiver by such Indemnitee of its rights of indemnification hereunder in respect of such matter. (E) In the event the Borrower shall be obligated to indemnify any Indemnitee pursuant to this Section 9.04, the Borrower shall be subrogated to the rights of such Indemnitee in respect of the matter as to which the indemnity was paid and may pursue the same at the Borrower’s expense. If any Indemnitee shall obtain a recovery of all or any part of any amount which the Borrower shall have paid to such Indemnitee or for which the Borrower shall have reimbursed such Indemnitee pursuant to this Section 9.04, any Indemnitee shall promptly pay or cause to be paid to the Borrower an amount equal to such recovery together with any interest (other than interest for the period, if any, after such Claims were paid by such Indemnitee until such Claims were paid or reimbursed by the Borrower) received by such Indemnitee an account of such payment or reimbursement. (c) The indemnities contained in this Section 9.04 shall expire and be of no further force or effect with respect to any Claim notice of which shall not have been given to the Borrower in writing (referring expressly to this Section 9.04) on or prior to the second anniversary of the repayment in full of the Loan and the termination of the Commitment. (d) The Borrower agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to either of them, any of their Subsidiaries, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct of Xxxxxxmisconduct. The Borrower agrees not to assert any claim against the Agent, any Bank, any of its Affiliates or any Third Party Service Providertheir affiliates, or any of their respective agentsdirectors, officers, employees, officers attorneys, agents, and directors in regard to the performance advisers, on any theory of the Transition Servicesliability, (iii) Losses resulting from for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any claim by a third party contending that of the Transition Services and/or Services Data, transactions contemplated herein or the provision thereof, actual or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related to the Transition Services, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contract, law or in equity, (iv) Losses resulting from or arising out proposed use of the failure proceeds of the Transition Services to comply with any Applicable Law, (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure to have, obtain and/or maintain all the rights, titles, licenses, permissions, consents, approvals and authority required under federal and state securities law, rules and regulations, and the rules and regulations of any applicable self-regulatory organization, in order for Xxxxxx to provide, or cause to be provided, the Transition Services to or for the benefit of any Newco Indemnitee, and (vi) Losses resulting from or arising out of the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third partiesLoans.

Indemnification Limitation of Liability. 1. In no case shall we, our directors, officers, employees, affiliates, agents, partners, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (aincluding negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) Xxxxxx posted, transmitted, or otherwise made available via the service, even if advised of their possibility. 2. Notwithstanding anything to the contrary, our entire liability to you under this Terms of Service shall be the refund of the moneys charged from you under which the unlikely liability arises. 3. You agree to indemnify, defend, defend and hold harmless each Newco Entityus and our parent, each of its respective Affiliates and controlling Persons and each of their respective subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, shareholdersharmless from any claim or demand, limited or general partnersincluding reasonable attorneys' fees, members, successors, assigns, agents, advisers and representatives (“Newco Indemnitees”) from and against made by any and all (i) Losses resulting from third-party due to or arising out of any claim (including any claim made by, on behalf of (or in any representative capacity for) or otherwise with respect to employees and representatives of Xxxxxx) against any Newco Indemnitee related to or otherwise arising out of Xxxxxx’x your breach of any provision these Terms of this Agreement Service or the provision and/or performance (documents they incorporate by reference, or nonperformance) your violation of any law or the rights of a third-party. 4. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the Transition Services information and Services Data by Xxxxxx, materials found or offered on this website for any Xxxxxx Employee particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any Third Party Service Provider, (ii) Losses resulting from such inaccuracies or arising out of the negligence or willful misconduct of Xxxxxx, any of its Affiliates or any Third Party Service Provider, or any of their respective agents, employees, officers and directors in regard errors to the performance of the Transition Services, (iii) Losses resulting from or arising out of any claim fullest extent permitted by a third party contending that the Transition Services and/or Services Data, or the provision thereof, or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related to the Transition Services, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contract, law or in equity, (iv) Losses resulting from or arising out of the failure of the Transition Services to comply with any Applicable Law, (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure to have, obtain and/or maintain all the rights, titles, licenses, permissions, consents, approvals and authority required under federal and state securities law, rules and regulations, and the rules and regulations of any applicable self-regulatory organization, in order for Xxxxxx to provide, or cause to be provided, the Transition Services to or for the benefit of any Newco Indemnitee, and (vi) Losses resulting from or arising out of the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third parties.

Indemnification Limitation of Liability. (a) Xxxxxx shall Producer agrees to indemnify, defend, defend and hold harmless each Newco EntityCargill, each of its respective Affiliates and controlling Persons and each of their respective officers, directors, employees, shareholders, limited or general partners, members, successors, assigns, agents, advisers shareholders and representatives (“Newco Indemnitees”) representatives, from and against any and all Damages to the extent arising out of (i) Losses resulting from or arising out of any claim (including any claim made byfraud, on behalf of (or in any representative capacity for) or otherwise with respect to employees and representatives of Xxxxxx) against any Newco Indemnitee related to or otherwise arising out of Xxxxxx’x breach of any provision of this Agreement or the provision and/or performance (or nonperformance) of the Transition Services and Services Data by Xxxxxx, any Xxxxxx Employee or any Third Party Service Provider, (ii) Losses resulting from or arising out of the negligence or willful misconduct of Xxxxxx, Producer or any of its Affiliates officers, directors, employees, agents, representatives and contractors, or (ii) any breach of this Master Agreement or any Third of the Goods and Services Agreements by Producer. Cargill shall promptly notify Producer of any suit, proceeding, action or claim for which Producer may have liability pursuant to this Section 8(a). (b) Xxxxxxx, Xxxxxxxxxxxx agrees to indemnify, defend and hold harmless Producer, its Affiliates and their respective officers, directors, employees, agents, shareholders and representatives from and against any and all Damages to the extent arising out of (i) any fraud, negligence or willful misconduct of Xxxxxxx, Xxxxxxxxxxxx or any of its officers, directors, employees, agents, representatives and contractors; or (ii) any breach of this Master Agreement or any of the Goods and Services Agreements by Xxxxxxx, Xxxxxxxxxxxx. CCSI agrees to indemnify, defend and hold harmless Producer, its Affiliates and their respective officers, directors, employees, agents, shareholders and representatives from and against any and all Damages to the extent arising out of (i) any fraud, negligence or willful misconduct of CCSI or any of its officers, directors, employees, agents, representatives and contractors; or (ii) any breach of this Master Agreement or any of the Goods and Services Agreements by CCSI. Producer shall promptly notify Xxxxxxx, Xxxxxxxxxxxx of any suit, proceeding, action or claim for which Xxxxxxx, Xxxxxxxxxxxx or CCSI may have liability pursuant to this Section 8(b). (c) Neither Party Service Providermakes any guarantee, warranty or representation, express or implied, with respect to any profit, or of any particular economic results from transactions hereunder. In no event shall either Party be liable to the other Party for punitive or exemplary damages or for indirect, special or consequential damages, including without limitation actual or alleged loss of profits, lost sales, loss of value of brands, tradenames, trademarks, service names or service marks. Furthermore, under no circumstances shall Cargill be liable for repayment of any debt of Producer (including without limitation any bank financing, tax-exempt bonds or trade debt incurred by Producer), or any failure by Producer to make any payment of their respective agentsprincipal, employees, officers interest or premium on any such debt. (d) Producer understands and directors in regard agrees that Cargill makes no warranty respecting legal or regulatory requirements or risks. Producer shall obtain such legal and regulatory advice from third parties as it may deem necessary respecting the applicability of legal and regulatory requirements applicable to the performance of the Transition Services, (iii) Losses resulting from or arising out of any claim by a third party contending that the Transition Services and/or Services Data, or the provision thereof, or any Newco IndemniteeProducer’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related to the Transition Services, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contract, law or in equity, (iv) Losses resulting from or arising out of the failure of the Transition Services to comply with any Applicable Law, (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure to have, obtain and/or maintain all the rights, titles, licenses, permissions, consents, approvals and authority required under federal and state securities law, rules and regulations, and the rules and regulations of any applicable self-regulatory organization, in order for Xxxxxx to provide, or cause to be provided, the Transition Services to or for the benefit of any Newco Indemnitee, and (vi) Losses resulting from or arising out of the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third partiesbusiness.

Indemnification Limitation of Liability. (a) Xxxxxx Subject to the provisions of paragraph (c) below, the Borrower shall indemnifyindemnify the Agent, defendthe Banks and each affiliate thereof and their respective directors, officers, employees and agents (each an "Indemnitee") from, and hold harmless each Newco Entity, each of its respective Affiliates and controlling Persons and each of their respective officersthem harmless against, directors, employees, shareholders, limited or general partners, members, successors, assigns, agents, advisers and representatives (“Newco Indemnitees”) from and against any and all losses, liabilities or damages to which any of them may become subject, insofar as such losses, liabilities or damages arise out of or result from (i) Losses resulting from or arising out of any claim actions, suits, proceedings (including any claim made byinvestigations or inquiries, on behalf of (actual or in any representative capacity forthreatened) or otherwise with respect to employees and representatives of Xxxxxx) claims by third parties against or involving any Newco Indemnitee related to the actual or otherwise arising out proposed use by the Borrower of Xxxxxx’x breach the proceeds of any provision extension of credit by any Bank hereunder (collectively, "Claims" and individually, a "Claim"), or (ii) breach by the Borrower of this Agreement or any other Loan Document, or (iii) any actions taken by the Agent or any of the Banks to enforce this Agreement or any of the other Loan Documents against the Borrower at a time when an Event of Default shall have occurred and then be continuing, and the Borrower shall reimburse the Agent and each Bank, and each Affiliate thereof and their respective directors, officers, employees and agents, upon demand for the reasonable out_of-pocket expenses (including, without limitation, reasonable legal fees) actually and reasonably incurred in connection with any such Claim, breach or action. (b) In no event shall the indemnity provided for in Section 9.04(a) extend to any Claim or disbursement of any Indemnitee resulting from, pertaining to or arising in any manner out of, or in any manner relating to any Claim or disbursement which (i) is the subject matter of another indemnity provision and/or performance (or nonperformancefor which the Borrower is the indemnitor) of the Transition Services and Services Data by Xxxxxx, any Xxxxxx Employee or any Third Party Service Providerthis Agreement, (ii) Losses resulting from the willful misconduct or gross negligence of such Indemnitee, (iii) any breach by such Indemnitee of its representations or obligations under any Loan Document, (iv) the violation by such Indemnitee of any law, rule or regulation binding upon such Indemnitee (including without limitation any law, rule or regulation governing the operation of national banks), (v) any costs, fees or expenses arising out of the negligence acquisition or willful misconduct transfer by such Indemnitee of Xxxxxxany interest in the Notes or the Loan Documents except any such transfer (x) in connection with the exercise of remedies hereunder in accordance with the terms of Section 6.01 hereof after the occurrence of an Event of Default or (y) occurring at the direction of the Borrower, (vi) is one with respect to which any Indemnitee has a right to participate in a proceeding with respect to such Claim, if such Indemnitee refuses to implead, to the extent reasonable and practicable, any party whom the Borrower believes is ultimately responsible with respect to such Claims or to assert, to the extent reasonable and practicable, any cross_claims the Borrower deems appropriate where it is not possible for the Borrower to assert such rights itself or (vii) the economic assumptions underlying any Indemnitee's entry into the transactions contemplated by or related to this Agreement proving to be incorrect, thereby reducing the expected economic return to such Indemnitee, except to the extent such assumptions were based on representations of the Borrower herein or financial information provided by the Borrower pursuant hereto or because the Borrower's exercise of any of its Affiliates or rights hereunder in accordance with the terms of this Agreement decreases the expected economic return to such Indemnitee. The following shall apply to all claims for indemnity under this Section 9.04: (A) If any Third Party Service ProviderIndemnitee has actual knowledge of any Claim hereby indemnified against it, or any of their respective agents, employees, officers and directors in regard it shall give prompt written notice thereof to the performance Borrower; provided, however, that the failure of an Indemnitee to give such notice shall not relieve the Borrower of its obligations hereunder, unless such failure prejudices the Borrower's ability to contest such claim in any material respect. Any payment made by the Borrower to an Indemnitee pursuant to this Section 9.04 shall not be deemed to be a waiver or release of any right or remedy (including any remedy of damages) the Borrower may have against such Indemnitee if, as a result of the Transition Servicesfailure by an Indemnitee to give the Borrower notice in accordance with the preceding sentence, the Borrower is prejudiced in any material respect in the exercise of its rights to contest the Claims indemnified against pursuant to this Section 9.04. (iiiB) Losses resulting from or arising out of any claim Each Claim against an Indemnitee by a third party contending shall, if reasonably requested by the Borrower, be contested by the Indemnitee in good faith by appropriate proceedings, provided that the Transition Services and/or Services DataBorrower shall indemnify such Indemnitee in full in respect of any reasonable out_of_pocket fees, costs or expenses reasonably and actually incurred by such Indemnitee in conducting such contest (such costs, if requested by the provision thereofIndemnitee, to be funded by the Borrower concurrently with such contest) and the amount of any interest or penalties which are required to be paid as a direct result of contesting such Claim. The Borrower shall be entitled to assume responsibility for and control of the defense of any Newco Indemnitee’s accessClaim in respect of which any Indemnitee makes or intends to make a claim against the Borrower for indemnity pursuant to this Section 9.04, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property provided that (i) the legal counsel retained by Xxxxxx related the Borrower for such purpose is reasonably acceptable to the Transition ServicesAgent and (ii) the Borrower pursues such contest diligently and in good faith and, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contract, law or in equity, (iv) Losses resulting from or arising out upon the reasonable request of the failure Agent, provides the Agent with reasonable details of the Transition Services status of the contest and copies of legal briefs, court filings and, subject to applicable considerations of legal privilege, counsel's memoranda relevant to such contest. In the event that (1) an Event of Default shall have occurred and be continuing or (2) the Borrower fails to comply with the foregoing requirements in any Applicable Lawmaterial respect, the applicable Indemnitee may, if such Event of Default or failure, as the case may be, continues after such Indemnitee has given the Borrower a reasonable opportunity, taking into account existing circumstances, to effect the applicable level of compliance, re- assume responsibility for and control of the relevant contest, which, in such circumstances, such Indemnitee agrees to pursue diligently and in good faith. To the extent the Borrower is entitled to defend any claim hereunder, the Indemnitee shall cooperate in good faith with the Borrower and may participate in the defense thereof at such Indemnitee's sole cost and expense. (vC) Losses resulting from Each Indemnitee shall supply the Borrower with such information as the Borrower shall reasonably request to defend or arising out participate in any proceeding permitted by this Section 9.04; provided, however, that any such information which is proprietary or confidential need be furnished only under such arrangements designed to preserve to confidentiality or proprietary nature of Xxxxxx’x the information as shall be reasonable under the circumstances. (D) No Indemnitee shall enter into a settlement or other compromise or consent to a judgment with respect to any Third Party Service Provider’s failure Claim without the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed) unless such Indemnitee waives its rights in writing with respect to have, obtain and/or maintain all the rights, titles, licenses, permissions, consents, approvals and authority required such Claims under federal and state securities law, rules and regulations, and the rules and regulations this Section 9.04. The entering into of any applicable self-regulatory organization, such settlement or compromise or consent without the Borrower's prior written consent (unless the withholding of such consent by the Borrower requested by such Indemnitee shall have been unreasonable) shall constitute a waiver by such Indemnitee of its rights of indemnification hereunder in order for Xxxxxx to provide, or cause to be provided, the Transition Services to or for the benefit respect of any Newco Indemnitee, and (vi) Losses resulting from or arising out of the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third partiessuch matter.

Indemnification Limitation of Liability. (a) Xxxxxx 9.1. Vendor shall indemnify, defend, defend and hold harmless each Newco EntityOST, each of its respective Affiliates the Board and controlling Persons the State and each of their respective officers, directors, employees, shareholders, limited or general partnerscommittees, members, successors, assigns, agents, advisers agents and representatives employees (the “Newco IndemniteesIndemnified Parties”) from and against any and all liability, suits, actions, claims or damages, together with all reasonable costs and expenses (i) Losses resulting from or including attorneys’ fees), arising out of Vendor’s breach of the Agreement, or the negligent, reckless, intentional or other tortious, fraudulent, illegal, or unlawful conduct of Vendor or any claim (including any claim made bysubcontractor or independent contractor, on behalf of (or in any representative capacity for) their respective officers, employees or otherwise with respect to employees and representatives of Xxxxxx) against any Newco Indemnitee related to or otherwise agents, arising out of Xxxxxx’x breach or related to the Agreement (“Claims”). 9.2. If OST notifies Vendor in writing of a Claim against an Indemnified Party, including, without limitation, any Claim based on Vendor’s disclosure of or failure to safeguard any personal financial or other private or confidential information, Vendor will defend such Claim at Vendor’s expense if so requested by OST, in OST’s sole discretion. Vendor will pay all costs and damages that may be finally awarded against an Indemnified Party. 9.3. Neither OST, the Board, the State, nor any other department, agency or instrumentality thereof, nor any committee, officer, member, agent or employee of the foregoing, shall have any obligation to indemnify or hold harmless, or any liability to, Vendor or any other party for fees (including attorneys’ fees), expenses, suits, actions, claims or damages, whether direct or indirect, compensatory or punitive, actual or consequential, arising out of or related in any way to the Agreement. 9.4. Notwithstanding anything to the contrary herein, no provision of this Agreement shall constitute a waiver or limitation of any right of OST, the Board or the provision and/or performance (or nonperformance) of State that may exist under applicable law. 9.5. Notwithstanding anything to the Transition Services contrary herein, to the extent available under applicable law, OST, the Board and Services Data by Xxxxxx, any Xxxxxx Employee or any Third Party Service Provider, (ii) Losses resulting from or arising out of the negligence or willful misconduct of Xxxxxx, any of its Affiliates or any Third Party Service Provider, or any of State and their respective agentscommittees, employeesofficers, officers members, agents and directors in regard to the performance of the Transition Services, (iii) Losses resulting from or arising out of any claim by a third party contending that the Transition Services and/or Services Data, or the provision thereof, or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related to the Transition Services, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contract, law or in equity, (iv) Losses resulting from or arising out of the failure of the Transition Services to comply with any Applicable Law, (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure to have, obtain and/or maintain employees expressly reserve all the rights, titlesclaims, licensesarguments, permissionsdefenses and immunities, consentsincluding, approvals without limitation, claims or defenses based on sovereign immunity, qualified immunity and authority required under federal and state securities lawother statutory or common law rights, rules and regulationsclaims, and the rules and regulations of any applicable self-regulatory organization, in order for Xxxxxx to provide, defenses or cause to be immunities; provided, however, that Vendor shall have the Transition Services right to or for seek to enforce the benefit of any Newco Indemnitee, and (vi) Losses resulting from or arising out of Agreement in the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes courts of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third partiesState.

Indemnification Limitation of Liability. (ai) Xxxxxx The Company shall indemnify, defend, indemnify and hold harmless each Newco EntityXxxxxxxxx, each of its respective Affiliates affiliates and controlling Persons and each of their respective stockholders, officers, directors, employees, shareholders, limited or general partners, members, successors, assigns, agents, advisers employees and representatives (“Newco Indemnitees”) agents from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties a result of Xxxxxxxxx’x gross negligence, bad faith or willful misconduct. (ii) Xxxxxxxxx shall indemnify and hold harmless the Company from and against any and all Losses arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of Xxxxxxxxx’x gross negligence, bad faith or willful misconduct. (iii) Notwithstanding anything herein to the contrary, but without limiting the Company’s indemnification obligations set forth in clause (i) Losses resulting from above, neither party shall be liable for any incidental, indirect, special or arising out consequential damages of any claim (including any claim made bynature whatsoever, on behalf including, but not limited to, loss of (or in any representative capacity for) or otherwise with respect to employees and representatives of Xxxxxx) against any Newco Indemnitee related to or otherwise arising out of Xxxxxx’x anticipated profits, occasioned by a breach of any provision of this Agreement or the provision and/or performance (or nonperformance) Agreement, even if apprised of the Transition Services and Services Data by Xxxxxxpossibility of such damages. (iv) Any liability whatsoever of Xxxxxxxxx, any Xxxxxx Employee or any Third Party Service Provider, (ii) Losses resulting from or arising out of the negligence or willful misconduct of Xxxxxx, any of its Affiliates or any Third Party Service Provider, affiliates or any of their respective agentsstockholders, employeesofficers, officers and directors in regard directors, employees or agents hereunder or otherwise relating to the performance of the Transition Services, (iii) Losses resulting from or arising out of any claim by a third party contending that performance of the Transition Services and/or Services Data, or will be limited in the provision thereof, or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related aggregate to the Transition Servicesfees and charges paid hereunder by the Company to Xxxxxxxxx(but not including Expenses) RiverNorth Opportunities Fund, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contractInc. September 9, law or in equity, (iv) Losses resulting from or arising out of the failure of the Transition Services to comply with any Applicable Law, 2019 (v) Losses resulting from It is understood and expressly stipulated that none of the trustees, officers, agents or arising out shareholders of Xxxxxx’x or any Third Party Service Provider’s failure the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to have, obtain and/or maintain all the rights, titles, licenses, permissions, consents, approvals and authority required under federal and state securities law, rules and regulations, and property of the rules and regulations Company for the enforcement of any applicable self-regulatory organizationclaims against the Company, in order as neither the trustees, officers, agents or shareholders assume any personal liability for Xxxxxx to provide, or cause to be provided, obligations entered into on behalf of the Transition Services to or for the benefit of any Newco Indemnitee, and Company. (vi) Losses resulting from or arising out of This paragraph (f) shall survive the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes termination of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third partiesAgreement.

Indemnification Limitation of Liability. (a) Xxxxxx shall indemnify, defend, The Borrower agrees to indemnify and hold harmless the Agent and each Newco Entity, each of its respective Affiliates and controlling Persons Lender and each of their affiliates and their respective officers, directors, employees, shareholders, limited or general partners, members, successors, assigns, agents, advisers and representatives advisors (each, an “Newco IndemniteesIndemnified Party”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (iincluding, without limitation, reasonable external attorneys’ fees, but excluding principal and accrued interest on any Loan) Losses resulting from that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of any claim (including any claim made by, on behalf or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any representative capacity forof the transactions contemplated herein, or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, (b) The Borrower agrees that none of the Agent, any Lender nor any of their respective affiliates nor their respective officers, directors, employees, agents, and advisors (each a “Lender Related Party”) shall have any liability (whether direct or otherwise with respect indirect, in contract or tort or otherwise) to employees and representatives it, any of Xxxxxx) against its Subsidiaries or any Newco Indemnitee security holders or creditors thereof arising out of, related to or otherwise arising out of Xxxxxx’x breach of in connection with the transactions contemplated in any provision of this Agreement or Loan Document, except to the provision and/or performance (or nonperformance) of the Transition Services and Services Data by Xxxxxx, any Xxxxxx Employee or any Third Party Service Provider, (ii) Losses resulting extent that such liability directly results from or arising out of the such Lender Related Party’s gross negligence or willful misconduct (as determined in a final, non-appealable judgment by a court of Xxxxxxcompetent jurisdiction). The Borrower agrees not to assert any claim against the Agent, any Lender, any of its Affiliates or any Third Party Service Providertheir affiliates, or any of their respective agentsdirectors, officers, employees, officers attorneys, agents, and directors in regard to the performance advisers, on any theory of the Transition Servicesliability, (iii) Losses resulting from for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any claim by a third party contending that of the Transition Services and/or Services Data, transactions contemplated herein or the provision thereof, actual or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license proposed use of Intellectual Property by Xxxxxx related the proceeds of the Loans. (c) Without prejudice to the Transition Services, infringe or misappropriate survival of any Intellectual Property of such third party or violate such third party’s rights under contract, law or in equity, (iv) Losses resulting from or arising out other agreement of the failure Borrower hereunder, the agreements and obligations of the Transition Services to comply with any Applicable Law, (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure to have, obtain and/or maintain all Borrower contained in this Section 12.9 shall survive the rights, titles, licenses, permissions, consents, approvals and authority required under federal and state securities law, rules and regulations, and the rules and regulations of any applicable self-regulatory organization, payment in order for Xxxxxx to provide, or cause to be provided, the Transition Services to or for the benefit of any Newco Indemnitee, and (vi) Losses resulting from or arising out full of the failure of the Transition Services to constitute Loans and all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes of other amounts payable under this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third partiesAgreement.

Indemnification Limitation of Liability. (a) Xxxxxx Subject to the provisions of paragraph (c) below, the Borrower shall indemnifyindemnify the Agent, defendthe Banks and each affiliate thereof and their respective directors, officers, employees and agents (each an "Indemnitee") from, and hold harmless each Newco Entity, each of its respective Affiliates and controlling Persons and each of their respective officersthem harmless against, directors, employees, shareholders, limited or general partners, members, successors, assigns, agents, advisers and representatives (“Newco Indemnitees”) from and against any and all losses, liabilities or damages to which any of them may become subject, insofar as such losses, liabilities or damages arise out of or result from (i) Losses resulting from or arising out of any claim actions, suits, proceedings (including any claim made byinvestigations or inquiries, on behalf of (actual or in any representative capacity forthreatened) or otherwise with respect to employees and representatives of Xxxxxx) claims by third parties against or involving any Newco Indemnitee related to the actual or otherwise arising out proposed use by the Borrower of Xxxxxx’x breach the proceeds of any provision extension of credit by any Bank hereunder (collectively, "Claims" and individually, a "Claim"), or (ii) breach by the Borrower of this Agreement or any other Loan Document, or (iii) any actions taken by the Agent or any of the Banks to enforce this Agreement or any of the other Loan Documents against the Borrower at a time when an Event of Default shall have occurred and then be continuing, and the Borrower shall reimburse the Agent and each Bank, and each Affiliate thereof and their respective directors, officers, employees and agents, upon demand for the reasonable out-of-pocket expenses (including, without limitation, reasonable legal fees) actually and reasonably incurred in connection with any such Claim, breach or action. (b) In no event shall the indemnity provided for in Section 9.04(a) extend to any Claim or disbursement of any Indemnitee resulting from, pertaining to or arising in any manner out of, or in any manner relating to any Claim or disbursement which, (i) is the subject matter of another indemnity provision and/or performance (or nonperformancefor which the Borrower is the indemnitor) of the Transition Services and Services Data by Xxxxxx, any Xxxxxx Employee or any Third Party Service Providerthis Agreement, (ii) Losses resulting from the willful misconduct or gross negligence of such Indemnitee, (iii) any breach by such Indemnitee of its representations or obligations under any Loan Document, (iv) the violation by such Indemnitee of any law, rule or regulation binding upon such Indemnitee (including without limitation any law, rule or regulation governing the operation of national banks), (v) any costs, fees or expenses arising out of the acquisition or transfer by such Indemnitee of any interest in the Notes or the Loan Documents except any such transfer (x) in connection with the exercise of remedies hereunder in accordance with the terms of Section 6.01 hereof after the occurrence of an Event of Default or (y) occurring at the direction of the Borrower, (vi) is one with respect to which any Indemnitee has a right to participate in a proceeding with respect to such Claim, if such Indemnitee refuses to implead, to the extent reasonable and practicable, any party whom the Borrower believes is ultimately responsible with respect to such Claims or to assert, to the extent reasonable and practicable, any cross-claims the Borrower deems appropriate where it is not possible for the Borrower to assert such rights itself or (vii) the economic assumptions underlying any Indemnitee's entry into the transactions contemplated by or related to this Agreement proving to be incorrect, thereby reducing the expected economic return to such Indemnitee, except to the extent such assumptions were based on representations of the Borrower herein or financial information provided by the Borrower pursuant hereto or because the Borrower's exercise of any of its rights hereunder in accordance with the terms of this Agreement decreases the expected economic return to such Indemnitee. The following shall apply to all claims for indemnity under this Section 9.04: (A) If any Indemnitee has actual knowledge of any Claim hereby indemnified against it, it shall give prompt written notice thereof to the Borrower; provided, however, that the failure of an Indemnitee to give such notice shall not relieve the Borrower of its obligations hereunder, unless such failure prejudices the Borrower's ability to contest such claim in any material respect. Any payment made by the Borrower to an Indemnitee pursuant to this Section 9.04 shall not be deemed to be a waiver or release of any right or remedy (including any remedy of damages) the Borrower may have against such Indemnitee if, as a result of the failure by an Indemnitee to give the Borrower notice in accordance with the preceding sentence, the Borrower is prejudiced in any material respect in the exercise of its rights to contest the Claims indemnified against pursuant to this Section 9.04. (B) Each Claim against an Indemnitee by a third party shall, if reasonably requested by the Borrower, be contested by the Indemnitee in good faith by appropriate proceedings, provided that the Borrower shall indemnify such Indemnitee in full in respect of any reasonable out-of-pocket fees, costs or expenses reasonably and actually incurred by such Indemnitee in conducting such contest (such costs, if requested by the Indemnitee, to be funded by the Borrower concurrently with such contest) and the amount of any interest or penalties which are required to be paid as a direct result of contesting such Claim. The Borrower shall be entitled to assume responsibility for and control of the defense of any Claim in respect of which any Indemnitee makes or intends to make a claim against the Borrower for indemnity pursuant to this Section 9.04, provided that (i) the legal counsel retained by the Borrower for such purpose is reasonably acceptable to the Agent and (ii) the Borrower pursues such contest diligently and in good faith and, upon the reasonable request of the Agent, provides the Agent with reasonable details of the status of the contest and copies of legal briefs, court filings and, subject to applicable considerations of legal privilege, counsel's memoranda relevant to such contest. In the event that (1) an Event of Default shall have occurred and be continuing or (2) the Borrower fails to comply with the foregoing requirements in any material respect, the applicable Indemnitee may, if such Event of Default or failure, as the case may be, continues after such Indemnitee has given the Borrower a reasonable opportunity, taking into account existing circumstances, to effect the applicable level of compliance, reassume responsibility for and control of the relevant contest, which, in such circumstances, such Indemnitee agrees to pursue diligently and in good faith. To the extent the Borrower is entitled to defend any claim hereunder, the Indemnitee shall cooperate in good faith with the Borrower and may participate in the defense thereof at such Indemnitee's sole cost and expense. (C) Each Indemnitee shall supply the Borrower with such information as the Borrower shall reasonably request to defend or participate in any proceeding permitted by this Section 9.04; provided, however, that any such information which is proprietary or confidential need be furnished only under such arrangements designed to preserve to confidentiality or proprietary nature of the information as shall be reasonable under the circumstances. (D) No Indemnitee shall enter into a settlement or other compromise or consent to a judgment with respect to any Claim without the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed) unless such Indemnitee waives its rights in writing with respect to such Claims under this Section 9.04. The entering into of any such settlement or compromise or consent without the Borrower's prior written consent (unless the withholding of such consent by the Borrower requested by such Indemnitee shall have been unreasonable) shall constitute a waiver by such Indemnitee of its rights of indemnification hereunder in respect of such matter. (E) In the event the Borrower shall be obligated to indemnify any Indemnitee pursuant to this Section 9.04, the Borrower shall be subrogated to the rights of such Indemnitee in respect of the matter as to which the indemnity was paid and may pursue the same at the Borrower's expense. If any Indemnitee shall obtain a recovery of all or any part of any amount which the Borrower shall have paid to such Indemnitee or for which the Borrower shall have reimbursed such Indemnitee pursuant to this Section 9.04, any Indemnitee shall promptly pay or cause to be paid to the Borrower an amount equal to such recovery together with any interest (other than interest for the period, if any, after such Claims were paid by such Indemnitee until such Claims were paid or reimbursed by the Borrower) received by such Indemnitee an account of such payment or reimbursement. (c) The indemnities contained in this Section 9.04 shall expire and be of no further force or effect with respect to any Claim notice of which shall not have been given to the Borrower in writing (referring expressly to this Section 9.04) on or prior to the second anniversary of the repayment in full of the Loan and the termination of the Commitment. (d) The Borrower agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to either of them, any of their Subsidiaries, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee's gross negligence or willful misconduct of Xxxxxxmisconduct. The Borrower agrees not to assert any claim against the Agent, any Bank, any of its Affiliates or any Third Party Service Providertheir affiliates, or any of their respective agentsdirectors, officers, employees, officers attorneys, agents, and directors in regard to the performance advisers, on any theory of the Transition Servicesliability, (iii) Losses resulting from for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any claim by a third party contending that of the Transition Services and/or Services Data, transactions contemplated herein or the provision thereof, actual or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related to the Transition Services, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contract, law or in equity, (iv) Losses resulting from or arising out proposed use of the failure proceeds of the Transition Services to comply with any Applicable Law, (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure to have, obtain and/or maintain all the rights, titles, licenses, permissions, consents, approvals and authority required under federal and state securities law, rules and regulations, and the rules and regulations of any applicable self-regulatory organization, in order for Xxxxxx to provide, or cause to be provided, the Transition Services to or for the benefit of any Newco Indemnitee, and (vi) Losses resulting from or arising out of the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third partiesLoans.

Indemnification Limitation of Liability. (ai) Xxxxxx The Company shall indemnify, defend, indemnify and hold harmless each Newco EntityXxxxxxxxx, each of its respective Affiliates affiliates and controlling Persons and each of their respective stockholders, officers, directors, employees, shareholders, limited or general partners, members, successors, assigns, agents, advisers employees and representatives (“Newco Indemnitees”) agents from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of Xxxxxxxxx’x gross negligence, bad faith or willful misconduct. (ii) Xxxxxxxxx shall indemnify and hold harmless the Company from and against any and all Losses arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of Xxxxxxxxx’x gross negligence, bad faith or willful misconduct. (iii) Notwithstanding anything herein to the contrary, but without limiting the parties’ indemnification obligations set forth in clauses (i) Losses resulting from and (ii) above, neither party shall be liable for any incidental, indirect, special or arising out consequential damages of any claim (including any claim made bynature whatsoever, on behalf including, but not limited to, loss of (or in any representative capacity for) or otherwise with respect to employees and representatives of Xxxxxx) against any Newco Indemnitee related to or otherwise arising out of Xxxxxx’x anticipated profits, occasioned by a breach of any provision of this Agreement or the provision and/or performance (or nonperformance) Agreement, even if apprised of the Transition Services and Services Data by Xxxxxxpossibility of such damages. (iv) Any liability whatsoever of Xxxxxxxxx, any Xxxxxx Employee or any Third Party Service Provider, (ii) Losses resulting from or arising out of the negligence or willful misconduct of Xxxxxx, any of its Affiliates or any Third Party Service Provider, affiliates or any of their respective agentsstockholders, employeesofficers, officers and directors in regard directors, employees or agents hereunder or otherwise relating to the performance of the Transition Services, (iii) Losses resulting from or arising out of any claim by a third party contending that performance of the Transition Services and/or Services Data, or will be limited in the provision thereof, or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related aggregate to the Transition Services, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contract, law or in equity, fees and charges paid hereunder by the Company to Xxxxxxxxx (iv) Losses resulting from or arising out of the failure of the Transition Services to comply with any Applicable Law, but not including Expenses). (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure to have, obtain and/or maintain all This paragraph (f) shall survive the rights, titles, licenses, permissions, consents, approvals and authority required under federal and state securities law, rules and regulations, and the rules and regulations of any applicable self-regulatory organization, in order for Xxxxxx to provide, or cause to be provided, the Transition Services to or for the benefit of any Newco Indemnitee, and (vi) Losses resulting from or arising out of the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes termination of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third partiesAgreement.

Indemnification Limitation of Liability. 16.1 Cricket on the one hand and Distributor on the other (aeach, an "Indemnifying Party") Xxxxxx shall agrees to indemnify, defend, defend and hold harmless each Newco Entitythe other party, each of its respective Affiliates and controlling Persons and each of their respective officersparent company, directorssubsidiaries, affiliates, franchisees, employees, shareholders, limited or general partners, members, successors, assigns, agents, advisers and representatives (“Newco Indemnitees”) assigns for, from and against any and all liability to third parties (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses, including reasonable attorneys' fees) arising from: (i) Losses resulting from or arising out a breach by the Indemnifying Party of any claim (including any claim made by, on behalf of (or in any representative capacity for) or otherwise with respect to employees and representatives of Xxxxxx) against any Newco Indemnitee related to or otherwise arising out of Xxxxxx’x breach of any provision of its obligations under this Agreement or the provision and/or performance (or nonperformance) of the Transition Services and Services Data by Xxxxxx, any Xxxxxx Employee or any Third Party Service ProviderAgreement, (ii) Losses resulting from the acts, errors, representations, misrepresentations, or arising out negligence of the negligence Indemnifying Party or willful misconduct its employees and agents; (iii) the breach of Xxxxxxany warranty, any representation, law or ordinance by the Indemnifying Party in connection with this Agreement; or (iv) the violation by the Indemnifying Party of a third party's trade secrets, proprietary information, trademarks, copyright or patent rights in connection with the performance of services under this Agreement. Cricket's indemnity hereunder does not extend to the acts or omissions of an original equipment manufacturer. This Section shall survive the expiration or termination of this Agreement. 16.2 Notwithstanding anything to the contrary herein, Distributor, at its Affiliates or any Third Party Service Providersole expense, or any of their respective agentsshall indemnify, defend and hold Cricket, its parent company, subsidiaries, affiliates, employees, officers partners, agents and directors in regard assigns harmless for, from and against any and all claims or actions brought against any of them to the performance extent such claim or action is based on a claim that any of the Transition ServicesPOS Terminals, (iii) Losses resulting from Distribution Services or arising out any intellectual property or processes used in such POS Terminals or the delivery of the Pins via the POS Terminals infringes any patent, copyright, trademark, service xxxx, trade secret, trade name or other legally protected proprietary right of any third party. In such cases, Distributor shall pay all costs, fees (including reasonable attorneys' fees) and damages which may be incurred by Cricket and its parent company, subsidiaries, affiliates, employees, partners, agents and assigns in connection with any such claim by a third party contending that or action, including but not limited to the Transition Services and/or Services Data, or the provision settlement thereof, or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any and the cost of a license of Intellectual Property by Xxxxxx related to continue the Transition Services, infringe or misappropriate any Intellectual Property parties' use of such third party or violate party's intellectual property if made available by such third party’s rights under contract. 16.3 EXCEPT WITH REGARD TO EACH PARTY'S INDEMNIFICATION OBLIGATIONS RELATING TO THIRD PARTY CLAIMS: (I) CRICKET'S LIABILITY FOR ANY CLAIMS BY DISTRIBUTOR HEREUNDER, law or in equityWHETHER OR NOT BASED IN WHOLE OR PART ON NEGLIGENCE, SHALL NOT EXCEED THE PURCHASE PRICE HEREUNDER OF THE PRODUCTS IN RESPECT OF WHICH THE CLAIM IS MADE, IF APPLICABLE; AND (ivII) Losses resulting from or arising out of the failure of the Transition Services to comply with any Applicable LawNEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFIT, (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure to haveSPECIAL EXEMPLARY, obtain and/or maintain all the rightsPUNITIVE, titlesINCIDENTAL OR CONSEQUENTIAL DAMAGES THAT SUCH PARTY, licensesITS EMPLOYEES, permissionsAGENTS OR ASSIGNS, consents, approvals and authority required under federal and state securities law, rules and regulations, and the rules and regulations of any applicable selfMAY SUFFER WHICH ARE CAUSED BY OR RESULT FROM THE PERFORMANCE OR NON-regulatory organization, in order for Xxxxxx to provide, or cause to be provided, the Transition Services to or for the benefit of any Newco Indemnitee, and (vi) Losses resulting from or arising out of the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third partiesPERFORMANCE OF THIS AGREEMENT.

Indemnification Limitation of Liability. (a) Xxxxxx 13.1 IPLB shall indemnify, defendhold CUSA and its Affiliates, and hold harmless each Newco Entity, each of its respective Affiliates and controlling Persons and each of their respective officers, directors, employees, shareholdersagents, limited or general partnersrepresentatives, members, successors, successors and assigns, agents, advisers and representatives (“Newco Indemnitees”) harmless from and shall indemnify each of them against any costs, expenses, liabilities, damages, penalties or settlements, including, reasonable legal fees and all court costs, that any of them may incur or become obligated or liable to pay in any threatened or pending action, claim or proceeding against any of them (i) Losses resulting from by reason of any injury, illness and/or death of any person or arising damage to any property which is caused or alleged to have been caused by or which arises out of any claim (including any claim made by, on behalf of (or in any representative capacity for) or otherwise with respect is alleged to employees and representatives of Xxxxxx) against any Newco Indemnitee related to or otherwise arising have arisen out of Xxxxxx’x breach of any provision of this Agreement or the provision and/or performance (or nonperformance) and of the Transition Services and Services Data by Xxxxxx, any Xxxxxx Employee or any Third Party Service ProviderIPLB Brand Products, (ii) by reason of any representation or warranty under Sections 2.8 or 3.3 hereof being untrue, (iii) by reason of any acts, whether of omission or commission, by IPLB, its Affiliates, or their respective agents or employees arising out of or related to this Agreement, (iv) by reason or any accident, damage or injury to persons or property which may occur in or upon the Office Space or by reason of the occupancy of the Office Space by IPLB’s employee’s, invitees or agents, or (v) by reason of any Separation Liabilities owed or paid to employees of IPLB or its Affiliates or to Non-Shared Employees or for IPLB’s proportionate share of Separation Liabilities relating to Dedicated CFG Division Employees and the Senior Vice President of Sales. 13.2 CUSA shall hold IPLB and its Affiliates, and their respective officers, directors, employees, agents, representatives, successors and assigns, harmless from and shall indemnify each of them against any Losses resulting that any of them may incur or become obligated or liable to pay in any threatened or pending action, claim or proceeding against any of them (i) by reason of any acts, whether of omission or commission, by CUSA, its Affiliates, and their respective agents or employees arising out of or related to this Agreement, (ii) by reason of any representation or warranty under Section 2.7 hereof being untrue, or (iii) by reason of any Separation Liabilities owed or paid to employees of CUSA or its Affiliates or to Non-Shared Employees or for CUSA’s proportionate share of Separation Liabilities relating to Dedicated CFG Division Employees and the Senior Vice President of Sales. 13.3 A Party seeking indemnification hereunder (the “Indemnified Party”) will give prompt written notification in reasonable detail to the indemnifying Party (the “Indemnifying Party”) stating the basis of any claim for which indemnification is being sought hereunder within thirty (30) days after its knowledge thereof; provided, however, that the failure to provide such notice to the Indemnifying Party will not relieve the Indemnifying Party of or from any of its obligations hereunder, except to the extent the Indemnifying Party suffers prejudice as a result of such failure. 13.4 If the facts giving rise to such indemnification involve an actual claim by or against a third party, the Parties will cooperate in the prosecution or defense of such claim and will furnish such records, information and testimony and attend such depositions or other proceedings as may be reasonably requested in connection therewith. The Indemnified Party will make no settlement of any claim that would give rise to liability on the party of the Indemnifying Party without the latter’s prior written consent which will not be unreasonably withheld, conditioned or delayed, and the Indemnifying Party will not be liable for the amount of any settlement affected without its prior written consent. 13.5 Except for a claim relating to an alleged defect in any of the IPLB Brand Products, or a claim that any representation or warranty made by IPLB under Section 3.3 hereof being untrue, or a claim based on either Party’s fraud or willful misconduct, neither Party, or its Affiliates, will be liable to the other Party, or its Affiliates, for any damages other than direct damages. Each Party agrees that it is not entitled to recover and agrees to waive any claim with respect to and will not seek consequential, punitive or any other special damages as to any matter under, relating to or arising out of the negligence or willful misconduct of Xxxxxx, any of its Affiliates or any Third Party Service Provider, or any of their respective agents, employees, officers and directors in regard to the performance of the Transition Services, (iii) Losses resulting from or arising out of any claim transactions contemplated by a third party contending that the Transition Services and/or Services Data, or the provision thereof, or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related to the Transition Services, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contract, law or in equity, (iv) Losses resulting from or arising out of the failure of the Transition Services to comply with any Applicable Law, (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure to have, obtain and/or maintain all the rights, titles, licenses, permissions, consents, approvals and authority required under federal and state securities law, rules and regulations, and the rules and regulations of any applicable self-regulatory organization, in order for Xxxxxx to provide, or cause to be provided, the Transition Services to or for the benefit of any Newco Indemnitee, and (vi) Losses resulting from or arising out of the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third partiesAgreement.

Indemnification Limitation of Liability. (a) Xxxxxx 9.1 Stendhal shall indemnify, defend, indemnify and hold harmless each Newco Entity, each of Advaxis and its respective Affiliates and controlling Persons its and each of their respective officers, directors, employees, shareholders, limited or general partners, members, successors, assigns, agents, advisers agents and representatives employees (“Newco Advaxis Indemnitees”) harmless from and defend them against any and all liabilities, losses, proceedings, suits, actions, damages, judgments, settlements, claims or expenses of any kind, including court costs and reasonable attorneys’ fees (icollectively, “Losses”) Losses resulting from incurred by any Advaxis Indemnitee as a result of any third party allegations, claims, proceedings, suits or arising actions of any kind and of any nature whatsoever (“Claims”) that arise out of or are based on: (a) any claim grossly negligent or willful act or omission by Stendhal, its Affiliates, subcontractors or sublicensees; (b) any material breach of this Agreement, including any covenant, warranty or representation herein, by Stendhal; (c) any personal injury claim made byarising solely from any false or unauthorized statement by any Stendhal personnel or personnel of its Affiliates, on behalf of (subcontractors or in any representative capacity for) or otherwise sublicensees with respect to the features of Product; except, in each case, to the extent such Claims falls within the scope of the indemnification obligations of Advaxis set forth in Section 9.2. 9.2 Advaxis shall indemnify and hold Stendhal and its Affiliates and its and their respective officers, directors, agents and employees (“Stendhal Indemnitees”) harmless from and representatives of Xxxxxx) defend them against any Newco and all Losses incurred by any Stendhal Indemnitee related to or otherwise arising as a result of Claims that arise out of Xxxxxx’x or are based on: (a) any grossly negligent or willful act or omission by Advaxis, its Affiliates, subcontractors or sublicensees; (b) any material breach of this Agreement, including any provision of this Agreement covenant, warranty or the provision and/or performance representation herein by Advaxis; (or nonperformancec) of the Transition Services and Services Data by Xxxxxx, any Xxxxxx Employee or any Third Party Service Provider, (ii) Losses resulting from product liability Claims relating to or arising out of the negligence use or willful misconduct sale of Xxxxxxthe Product; (d) any Claims based on the alleged invalidity or unenforceability of any Advaxis Licensed Intellectual Property; and (e) any Claims based on the alleged infringement of any patent by the Product; except, any of its Affiliates or any Third Party Service Providerin each case, or any of their respective agents, employees, officers and directors in regard to the performance extent such Claims falls within the scope of the Transition Services, indemnification obligations of Stendhal set forth in Section 9.1. 9.3 Any indemnitee seeking to be indemnified hereunder (iii“Indemnified Party”) Losses resulting from or arising out shall notify promptly in writing the other Party (“Indemnifying Party”) of any actual or potential claim in respect of which indemnification may be sought as soon as possible but in any event no later than thirty (30) days after becoming aware (or after the day the Indemnified Party ought to be aware), by a third party contending that registered letter with acknowledgement of receipt, together with any relevant documentation supporting the Transition Services and/or Services Data, or claim as well as the provision thereof, or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related to the Transition Services, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contract, law or in equity, (iv) Losses resulting from or arising out estimated amount of the failure of the Transition Services to comply with any Applicable Law, (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure to have, obtain and/or maintain all the rights, titles, licenses, permissions, consents, approvals and authority required under federal and state securities law, rules and regulations, and the rules and regulations of any applicable self-regulatory organization, in order for Xxxxxx to provide, or cause to be provided, the Transition Services to or for the benefit of any Newco Indemnitee, and (vi) Losses resulting from or arising out of the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third partiesclaim.

Indemnification Limitation of Liability. (a) Xxxxxx shall a. GMR agrees to indemnify, defend, defend and hold harmless each Newco EntityLLT, each of its respective Affiliates and controlling Persons and each of their respective officers, directors, employees, shareholders, limited or general partners, members, successors, assigns, agentsparents and subsidiaries and the officers, advisers directors and representatives (“Newco Indemnitees”) employees of each of them, from and against any and all claims, losses, actions, damages, expenses and all other liabilities, including, but not limited to, costs and attorneys' fees (collectively, "Claim(s)") arising out of or in connection with (i) Losses resulting the inaccuracy or breach of any representation, warranty, covenant or other terms or conditions of this Agreement by GMR or any of its agents, assigns, contractors or their employees, or (ii) the negligence or misconduct of GMR or any of its agents, assigns, contractors or their employees. b. LLT agrees to indemnify, defend and hold harmless GMR, its successors, assigns, parents and subsidiaries and the officers, directors and employees of each of them, from or and against any and all Claims arising out of any claim (including any claim made by, on behalf of (or in any representative capacity forconnection with (i) the inaccuracy or otherwise with respect to employees and representatives of Xxxxxx) against any Newco Indemnitee related to or otherwise arising out of Xxxxxx’x breach of any provision representation, warranty, covenant or other term or condition of this Agreement or the provision and/or performance (or nonperformance) of the Transition Services and Services Data by Xxxxxx, any Xxxxxx Employee LLT or any Third Party Service Providerof its agents, assigns, contractors or their employees, (ii) Losses resulting from or arising out of the negligence or willful misconduct of Xxxxxx, LLT or any of its Affiliates agents, assigns, contractors or any Third Party Service Providertheir employees, or any of their respective agents, employees, officers and directors in regard to the performance of the Transition Services, (iii) Losses resulting from or arising out of any claim by a third party contending that the Transition Services and/or Services Data, or the provision thereof, or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related to the Transition Servicesmanufacture, infringe distribution or misappropriate any Intellectual Property use of such slot tickets with respect to Ticket Advertising sold. c. The obligations of GMR and LLT to indemnify, defend and hold harmless the other will survive the termination or expiration of this Agreement. Except for third party or violate such third party’s rights under contract, law or in equity, (iv) Losses resulting from or arising out of the failure of the Transition Services to comply with any Applicable Law, (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure to have, obtain and/or maintain all the rights, titles, licenses, permissions, consents, approvals and authority required under federal and state securities law, rules and regulations, and the rules and regulations of any applicable self-regulatory organization, in order for Xxxxxx to provide, or cause to be provided, the Transition Services to or for the benefit of any Newco Indemnitee, and (vi) Losses resulting from or arising out of the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damageswhich a party may be required to provide indemnification hereunder, special damagesNEITHER PARTY SHALL, finesUNDER ANY CIRCUMSTANCES, lost profits and diminution in value and similar claimsBE LIABLE FOR ANY SPECIAL, whether or not involving claims by third partiesINDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, LOST PROFITS, LOST OPPORTUNITIES OR LOST REVENUES OR PUNITIVE OR EXEMPLARY DAMAGES, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

Indemnification Limitation of Liability. (a) Xxxxxx 9.1 Stendhal shall indemnify, defend, indemnify and hold harmless each Newco Entity, each of Advaxis and its respective Affiliates and controlling Persons its and each of their respective officers, directors, employees, shareholders, limited or general partners, members, successors, assigns, agents, advisers agents and representatives employees (“Newco Advaxis Indemnitees”) harmless from and defend them against any and all liabilities, losses, proceedings, suits, actions, damages, judgments, settlements, claims or expenses of any kind, including court costs and reasonable attorneys’ fees (icollectively, “Losses”) Losses resulting from incurred by any Advaxis Indemnitee as a result of any third party allegations, claims, proceedings, suits or arising actions of any kind and of any nature whatsoever (“Claims”) that arise out of or are based on: (a) any claim grossly negligent or willful act or omission by Stendhal, its Affiliates, subcontractors or sublicensees; (b) any material breach of this Agreement, including any covenant, warranty or representation herein, by Stendhal; (c) any personal injury claim made byarising solely from any false or unauthorized statement by any Stendhal personnel or personnel of its Affiliates, on behalf of (subcontractors or in any representative capacity for) or otherwise sublicensees with respect to the features of Product; except, in each case, to the extent such Claims falls within the scope of the indemnification obligations of Advaxis set forth in Section 9.2. 9.2 Advaxis shall indemnify and hold Stendhal and its Affiliates and its and their respective officers, directors, agents and employees (“Stendhal Indemnitees”) harmless from and representatives of Xxxxxx) defend them against any Newco and all Losses incurred by any Stendhal Indemnitee related to or otherwise arising as a result of Claims that arise out of Xxxxxx’x or are based on: (a) any grossly negligent or willful act or omission by Advaxis, its Affiliates, subcontractors or sublicensees; (b) any material breach of this Agreement, including any provision of this Agreement covenant, warranty or the provision and/or performance representation herein by Advaxis; (or nonperformancec) of the Transition Services and Services Data by Xxxxxx, any Xxxxxx Employee or any Third Party Service Provider, (ii) Losses resulting from product liability Claims relating to or arising out of the negligence use or willful misconduct sale of Xxxxxxthe Product; (d) any Claims based on the alleged invalidity or unenforceability of any Advaxis Licensed Intellectual Property; and (e) any Claims based on the alleged infringement of any patent by the Product; except, in each case, to the extent such Claims falls within the scope of the indemnification obligations of Stendhal set forth in Section 9.1. 9.3 Any indemnitee seeking to be indemnified hereunder (“Indemnified Party”) shall notify promptly in writing the other Party (“Indemnifying Party”) of any actual or potential claim in respect of which indemnification may be sought as soon as possible but in any event no later than thirty (30) days after becoming aware (or after the day the Indemnified Party ought to be aware), by registered letter with acknowledgement of receipt, together with any relevant documentation supporting the claim as well as the estimated amount of the claim. 9.4 Upon receipt of notice the Indemnifying Party shall have the right, but not the obligation, to defend against, control the defense of, and settle any such claim. If the Indemnifying Party elects to assume the defense of any claim, the Indemnifying Party shall no longer be liable for any legal or other expense subsequently incurred by the Indemnified Party in connection with the defense. The Indemnified Party shall co-operate with the Indemnifying Party in the defense of any Claim and shall be entitled to participate in the defense of such action; provided, however, the decisions of counsel for the Indemnifying Party shall be controlling and the Indemnified Party shall be responsible for the expenses of its Affiliates own counsel, if any. There shall be no settlements, whether agreed to in court or any Third Party Service Providerout of court, or any of their respective agents, employees, officers and directors in regard to without the performance prior written consent of the Transition Services, (iii) Losses resulting from or arising out of any claim by a third party contending that the Transition Services and/or Services Data, or the provision thereof, or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related to the Transition Services, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contract, law or in equity, (iv) Losses resulting from or arising out of the failure of the Transition Services to comply with any Applicable Law, (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure to have, obtain and/or maintain all the rights, titles, licenses, permissions, consents, approvals and authority required under federal and state securities law, rules and regulationsIndemnifying Party, and the rules Parties agree to cooperate fully and regulations in good faith with each other in connection with the defense, negotiation or settlement of any applicable self-regulatory organizationsuch claims. In the event that the Indemnifying Party does not undertake the defense, in order for Xxxxxx to provide, compromise or cause to be providedsettlement of any claim, the Transition Services Indemnified Party shall have the right to control the defense or for the benefit settlement of any Newco Indemniteesuch claim with counsel of its choosing, and (vi) Losses resulting from the Indemnifying Party shall pay the reasonable expenses of defense including reasonable attorneys’ fees incurred by the Indemnified Party in such defense. 9.5 Any common or arising out joint liability of the failure of Parties contemplated by this Agreement which is not indemnifiable under Section 9 shall be shared equally by the Transition Services to constitute all of the servicesParties. 9.6 IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, functionsINDIRECT, productsINCIDENTAL, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes of this Section 6(a) and Section 6(cPUNITIVE OR CONSEQUENTIAL DAMAGES OF THE OTHER PARTY (INCLUDING CONSEQUENTIAL LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), “Losses” shall include Losses resulting from claims for consequential damagesWHETHER IN CONTRACT, special damagesWARRANTY, finesNEGLIGENCE, lost profits and diminution in value and similar claimsTORT, whether or not involving claims by third partiesSTRICT LIABILITY OR OTHERWISE, ARISING OUT OF THE COMMERCIALIZATION, DEVELOPMENT OR SUPPLY OF PRODUCT OR ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER. THE LIMITATIONS OF THIS SECTION 9.6 SHALL HOWEVER NOT BE APPLICABLE (EXCEPT WITH REGARD TO ANY PUNITIVE DAMAGES WHICH ARE IN ANY CASE EXCLUDED), WITH RESPECT TO (A) BREACH BY EITHER PARTY OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN THIS AGREEMENT, OR (B)TERMINATION DUE TO A BREACH OF THIS AGREEMENT BY ADVAXIS, PROVIDED, HOWEVER, THAT IN THE EVENT OF SUCH A TERMINATION TOTAL DAMAGE PAYMENTS TO STENDHAL SHALL NOT EXCEED THE TOTAL AMOUNT OF SUPPORT PAYMENTS RECEIVED BY ADVAXIS LESS THE AMOUNT OF SUPPORT PAYMENTS RECOUPED BY STENDHAL UNDER SECTION 1.5.

Indemnification Limitation of Liability. (ai) Xxxxxx The Company shall indemnify, defend, indemnify and hold harmless each Newco EntityXxxxxxxxx, each of its respective Affiliates affiliates and controlling Persons and each of their respective stockholders, officers, directors, employees, shareholders, limited or general partners, members, successors, assigns, agents, advisers employees and representatives (“Newco Indemnitees”) agents from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties a result of Xxxxxxxxx’x gross negligence, bad faith or willful misconduct. (ii) Xxxxxxxxx shall indemnify and hold harmless the Company from and against any and all Losses arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of Xxxxxxxxx’x gross negligence, bad faith or willful misconduct. (iii) Notwithstanding anything herein to the contrary, but without limiting the Company’s indemnification obligations set forth in clause (i) Losses resulting from above, neither party shall be liable for any incidental, indirect, special or arising out consequential damages of any claim (including any claim made bynature whatsoever, on behalf including, but not limited to, loss of (or in any representative capacity for) or otherwise with respect to employees and representatives of Xxxxxx) against any Newco Indemnitee related to or otherwise arising out of Xxxxxx’x anticipated profits, occasioned by a breach of any provision of this Agreement or the provision and/or performance (or nonperformance) Agreement, even if apprised of the Transition Services and Services Data by Xxxxxxpossibility of such damages. (iv) Any liability whatsoever of Xxxxxxxxx, any Xxxxxx Employee or any Third Party Service Provider, (ii) Losses resulting from or arising out of the negligence or willful misconduct of Xxxxxx, any of its Affiliates or any Third Party Service Provider, affiliates or any of their respective agentsstockholders, employeesofficers, officers and directors in regard directors, employees or agents hereunder or otherwise relating to the performance of the Transition Services, (iii) Losses resulting from or arising out of any claim by a third party contending that performance of the Transition Services and/or Services Data, or will be limited in the provision thereof, or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related aggregate to the Transition Servicesfees and charges paid hereunder by the Company to Xxxxxxxxx(but not including Expenses) RiverNorth Opportunities Fund, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contractInc. October 1, law or in equity, (iv) Losses resulting from or arising out of the failure of the Transition Services to comply with any Applicable Law, 2018 (v) Losses resulting from It is understood and expressly stipulated that none of the trustees, officers, agents or arising out shareholders of Xxxxxx’x or any Third Party Service Provider’s failure the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to have, obtain and/or maintain all the rights, titles, licenses, permissions, consents, approvals and authority required under federal and state securities law, rules and regulations, and property of the rules and regulations Company for the enforcement of any applicable self-regulatory organizationclaims against the Company, in order as neither the trustees, officers, agents or shareholders assume any personal liability for Xxxxxx to provide, or cause to be provided, obligations entered into on behalf of the Transition Services to or for the benefit of any Newco Indemnitee, and Company. (vi) Losses resulting from or arising out of This paragraph (f) shall survive the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes termination of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third partiesAgreement.

Indemnification Limitation of Liability. (a) Xxxxxx 8.1. Vendor shall indemnify, defend, defend and hold harmless each Newco EntityOST, each of its respective Affiliates the Board and controlling Persons the State and each of their respective officers, directors, employees, shareholders, limited or general partnerscommittees, members, successors, assigns, agents, advisers agents and representatives employees (the “Newco IndemniteesIndemnified Parties”) from and against any and all liability, suits, actions, claims or damages, together with all reasonable costs and expenses (i) Losses resulting from or including attorneys’ fees), arising out of Vendor’s breach of the Agreement, or the negligent, reckless, intentional or other tortious, fraudulent, illegal, or unlawful conduct of Vendor or any claim (including any claim made bysubcontractor or independent contractor, on behalf of (or in any representative capacity for) their respective officers, employees or otherwise with respect to employees and representatives of Xxxxxx) against any Newco Indemnitee related to or otherwise agents, arising out of Xxxxxx’x breach or related to the Agreement (“Claims”). 8.2. If OST notifies Vendor in writing of a Claim against an Indemnified Party, including, without limitation, any Claim based on Vendor’s disclosure of or failure to safeguard any personal financial or other private or confidential information, Vendor will defend such Claim at Vendor’s expense if so requested by OST, in OST’s sole discretion. Vendor will pay all costs and damages that may be finally awarded against an Indemnified Party. 8.3. Neither OST, the Board, the State, nor any other department, agency or instrumentality thereof, nor any committee, officer, member, agent or employee of the foregoing, shall have any obligation to indemnify or hold harmless, or any liability to, Vendor or any other party for fees (including attorneys’ fees), expenses, suits, actions, claims or damages, whether direct or indirect, compensatory or punitive, actual or consequential, arising out of or related in any way to the Agreement. 8.4. Notwithstanding anything to the contrary herein, no provision of this Agreement shall constitute a waiver or limitation of any right of OST, the Board or the provision and/or performance (or nonperformance) of State that may exist under applicable law. 8.5. Notwithstanding anything to the Transition Services contrary herein, to the extent available under applicable law, OST, the Board and Services Data by Xxxxxx, any Xxxxxx Employee or any Third Party Service Provider, (ii) Losses resulting from or arising out of the negligence or willful misconduct of Xxxxxx, any of its Affiliates or any Third Party Service Provider, or any of State and their respective agentscommittees, employeesofficers, officers members, agents and directors in regard to the performance of the Transition Services, (iii) Losses resulting from or arising out of any claim by a third party contending that the Transition Services and/or Services Data, or the provision thereof, or any Newco Indemnitee’s access, use, practice, distribution, sale or other exploitation thereof, as authorized hereunder or under any license of Intellectual Property by Xxxxxx related to the Transition Services, infringe or misappropriate any Intellectual Property of such third party or violate such third party’s rights under contract, law or in equity, (iv) Losses resulting from or arising out of the failure of the Transition Services to comply with any Applicable Law, (v) Losses resulting from or arising out of Xxxxxx’x or any Third Party Service Provider’s failure to have, obtain and/or maintain employees expressly reserve all the rights, titlesclaims, licensesarguments, permissionsdefenses and immunities, consentsincluding, approvals without limitation, claims or defenses based on sovereign immunity, qualified immunity and authority required under federal and state securities lawother statutory or common law rights, rules and regulationsclaims, and the rules and regulations of any applicable self-regulatory organization, in order for Xxxxxx to provide, defenses or cause to be immunities; provided, however, that Vendor shall have the Transition Services right to or for seek to enforce the benefit of any Newco Indemnitee, and (vi) Losses resulting from or arising out of Agreement in the failure of the Transition Services to constitute all of the services, functions, products, equipment and Intellectual Property necessary or useful for the operation of the Business as of the Closing. For the purposes courts of this Section 6(a) and Section 6(c), “Losses” shall include Losses resulting from claims for consequential damages, special damages, fines, lost profits and diminution in value and similar claims, whether or not involving claims by third partiesState.