Common use of Indemnification Limitation of Liability Clause in Contracts

Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless Xxxxxxxxx, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, 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 a court of competent jurisdiction to be a result of Xxxxxxxxx’x xxxxx negligence or willful misconduct. (ii) Notwithstanding anything herein to the contrary, but without limiting the Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. (iii) Any liability whatsoever of Xxxxxxxxx, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company to Xxxxxxxxx (but not including Expenses). (iv) This paragraph (f) shall survive the termination of this Agreement.

Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless Xxxxxxxxx, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, 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 a court of competent jurisdiction to be a result of Xxxxxxxxx’x xxxxx gross negligence or willful misconduct. (ii) Notwithstanding anything herein to the contrary, but without limiting the Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. (iii) Any liability whatsoever of Xxxxxxxxx, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company to Xxxxxxxxx (but not including Expenses). (iv) This paragraph (f) shall survive the termination of this Agreement.

Indemnification Limitation of Liability. (i) The Company Fund shall indemnify and hold harmless Xxxxxxxxx, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, 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 a court of competent jurisdiction to be a result of Xxxxxxxxx’x xxxxx gross negligence or willful misconduct. (ii) Notwithstanding anything herein to the contrary, but without limiting the CompanyFund’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. (iii) Any liability whatsoever of Xxxxxxxxx, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three times the fees and charges paid hereunder by the Company Fund to Xxxxxxxxx (but not including Expenses). (iv) This paragraph (f) shall survive the termination of this Agreement.

Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless Xxxxxxxxx, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, 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 a court of competent jurisdiction to be a result of Xxxxxxxxx’x xxxxx negligence gross negligence, bad faith or willful misconduct. (ii) Xxxxxxxxx shall indemnify and hold harmless the Company, its affiliates and their respective officers, directors, employees and agents 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 a court of competent jurisdiction 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) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. (iiiiv) Any liability whatsoever of Xxxxxxxxx, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company to Xxxxxxxxx (but not including Expenses). (ivv) This paragraph (f) shall survive the termination of this Agreement.

Indemnification Limitation of Liability. (i) The Company Fund shall indemnify and hold harmless Xxxxxxxxx, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, 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 a court of competent jurisdiction to be a result of Xxxxxxxxx’x xxxxx gross negligence or willful misconduct. (ii) Notwithstanding anything herein to the contrary, but without limiting the CompanyFund’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. (iii) Any liability whatsoever of Xxxxxxxxx, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company Fund to Xxxxxxxxx (but not including Expenses). (iv) This paragraph (f) shall survive the termination of this Agreement.

Indemnification Limitation of Liability. (i) The Company Fund shall indemnify and hold harmless Xxxxxxxxx, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to in connection with 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 a court of competent jurisdiction to be a result of Xxxxxxxxx’x xxxxx gross negligence or willful misconduct. Xxxxxxxxx shall indemnify and hold harmless the Company, its affiliates and their respective officers, directors, employees and agents 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 a court of competent jurisdiction to be a result of Georgeseon’s gross negligence or willful misconduct. (ii) Notwithstanding anything herein to the contrary, but without limiting the Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.. Delaware Investments Dividend and Income Fund, Inc. April 25, 2016 Page 3 (iii) Any liability whatsoever of Xxxxxxxxx, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company Fund to Xxxxxxxxx and Computershare Inc. for the Offer (but not including Expenses). (iv) This paragraph (f) shall survive the termination of this Agreement.

Indemnification Limitation of Liability. (i) The Company Fund and the Advisor shall indemnify and hold harmless XxxxxxxxxGeorgeson, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, 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 a court of competent jurisdiction to be a result of Xxxxxxxxx’x xxxxx gross negligence or willful misconduct. (ii) Notwithstanding anything herein to the contrary, but without limiting the CompanyFund’s and the Advisor’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. (iii) Any liability whatsoever of XxxxxxxxxGeorgeson, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company Advisor to Xxxxxxxxx Georgeson (but not including Expenses). (iv) This paragraph (f) shall survive the termination of this Agreement.

Indemnification Limitation of Liability. (i) The Company shall Each Fund shall, severally but not jointly, indemnify and hold harmless Xxxxxxxxx, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the ServicesServices relating to such Fund’s Offer, 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 a court of competent jurisdiction to be a result of Xxxxxxxxx’x xxxxx negligence or willful misconduct. (ii) Notwithstanding anything herein to the contrary, but without limiting the Companyeach Fund’s indemnification obligations set forth in clause (i) above, neither no party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. (iii) Any liability whatsoever of XxxxxxxxxGeorgeson, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services with respect to an Offer will be limited in the aggregate to the fees and charges paid hereunder by the Company applicable Fund to Xxxxxxxxx (but not including Expenses). (iv) This paragraph (f) shall survive the termination of this Agreement.

Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless Xxxxxxxxx, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, 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 a court of competent jurisdiction to be a result of Xxxxxxxxx’x xxxxx gross negligence or willful misconduct. (ii) Notwithstanding anything herein to the contrary, but without limiting the Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. (iii) Any liability whatsoever of Xxxxxxxxx, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company to Xxxxxxxxx (but not including Expenses). (iv) This paragraph (f) shall survive the termination of this Agreement.. Unwired Planet, Inc. July 8, 2013

Indemnification Limitation of Liability. (i) The Company Fund shall indemnify and hold harmless Xxxxxxxxx, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, 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 a court of competent jurisdiction to be a result of Xxxxxxxxx’x xxxxx negligence or willful misconduct. (ii) Notwithstanding anything herein to the contrary, but without limiting the CompanyFund’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. (iii) Any liability whatsoever of Xxxxxxxxx, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company Fund to Xxxxxxxxx (but not including Expenses). (iv) This paragraph (f) shall survive the termination of this Agreement.

Indemnification Limitation of Liability. (i) The Company Fund shall indemnify and hold harmless XxxxxxxxxGeorgeson, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, 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 a court of competent jurisdiction to be a result of Xxxxxxxxx’x xxxxx Gxxxxxxxx’x gxxxx negligence or willful misconduct. (ii) Notwithstanding anything herein to the contrary, but without limiting the CompanyFund’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. (iii) Any liability whatsoever of XxxxxxxxxGeorgeson, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company Fund to Xxxxxxxxx Georgeson (but not including Expenses). (iv) This paragraph (f) shall survive the termination of this Agreement.

Indemnification Limitation of Liability. (i) The Company Fund shall indemnify and hold harmless Xxxxxxxxx, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to in connection with 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 a court of competent jurisdiction to be a result of Xxxxxxxxx’x xxxxx gross negligence or willful misconduct. (ii) Notwithstanding anything herein to the contrary, but without limiting the CompanyFund’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.. Delaware Investments Dividend and Income Fund, Inc. May 1, 2014 Page 3 (iii) Any liability whatsoever of Xxxxxxxxx, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company Fund to Xxxxxxxxx and Computershare Inc. for the Offer (but not including Expenses). (iv) This paragraph (f) shall survive the termination of this Agreement.