Common use of Indemnification Limitation on Liability Clause in Contracts

Indemnification Limitation on Liability. a. Solar Thin Films shall indemnify, defend and hold Solar Thin Power and its parents, subsidiaries, affiliates, officers, directors, employees, agents, and representatives (the “Solar Thin Power Indemnified Parties”) harmless from and against any and all claims, liabilities, demands, actions, causes of action, judgments, settlements, and expenses (including, but not limited to, reasonable attorneys’ fees, costs, and expenses) (“Damages”) arising out of or in connection with any (i) third-party claims based upon infringement of any United States patent, copyright, or other proprietary right by the Technology, excepting any Damages resulting from the intentionally wrongful or negligent acts of the Solar Thin Power Indemnified Parties or (ii) third-party product-liability claim in which the death, personal injury, illness, property damage or other loss is conclusively determined to have resulted from the proper use of the Product manufactured by Solar Thin Films and dispensed by a licensed veterinarian. b. Solar Thin Power shall indemnify, defend and hold Solar Thin Films and its parents, subsidiaries, affiliates, officers, directors, employees, agents, and representatives (the “Solar Thin Films Indemnified Parties”) harmless from and against any and all claims, liabilities, demands, actions, causes of action, judgments, settlements, and expenses (including, but not limited to, reasonable attorneys’ fees, costs, and expenses) (“Damages”) arising out of or in connection with Solar Thin Power’ breach of any representation, warranty, covenant, or agreement made by Solar Thin Power under or in connection with this Agreement or the failure of Solar Thin Power to perform any of its covenants or agreements contained in this Agreement. c. Upon obtaining knowledge thereof, the party to be indemnified (the “Indemnified Party”) shall promptly notify the party which is required to provide indemnification (the “Indemnifying Party”) in writing of any damage, claim, loss, liability or expense which the Indemnified Party has determined has given rise or could give rise to a claim under this Section 7 (such written notice being hereinafter referred to as a “Notice of Claim”). A Notice of Claim shall contain a brief description of the nature and estimated amount of any such claim giving rise to a right of indemnification. With respect to any claim or demand set forth in a Notice of Claim relating to a third-party claim, the Indemnifying Party shall have the power and right to defend, direct the defense, compromise and settle, in good faith and at its expense, any such claim or demand, and the Indemnified Party, at its sole expense, shall have the right to participate and shall cooperate in the defense of any such third-party claim. So long as the Indemnifying Party is defending in good faith any such third party claim, the Indemnified Party shall not settle or compromise such third party claim. d. In no event shall either party be liable to the other or to any third party for any special, indirect, incidental, consequential, or punitive damages arising out of or in connection with this Agreement or the Technology, whether based on breach of contract, breach of warranty, tort (including negligence), or otherwise.

Indemnification Limitation on Liability. a. Solar Thin Films Sorrento shall indemnify, defend and hold Solar Thin Power Harbrew and its parents, subsidiaries, affiliates, officers, directors, employees, agents, and representatives (the “Solar Thin Power "Harbrew Indemnified Parties”") harmless from and against any and all claims, liabilities, demands, actions, causes of action, judgments, settlements, and expenses (including, but not limited to, reasonable attorneys’ ' fees, costs, and expenses) (“"Damages”") arising out of or in connection with any (i) third-party claims based upon infringement of any United States patent, copyright, or other proprietary right by the TechnologyIntellectual Property, excepting any Damages resulting from the intentionally wrongful or negligent acts of the Solar Thin Power Harbrew Indemnified Parties or (ii) third-party product-liability claim in which the death, personal injury, illness, property damage or other loss is conclusively determined to have resulted from the proper use of the Product manufactured by Solar Thin Films Sorrento and dispensed by a licensed veterinarian. b. Solar Thin Power Harbrew shall indemnify, defend and hold Solar Thin Films Sorrento and its parents, subsidiaries, affiliates, officers, directors, employees, agents, and representatives (the “Solar Thin Films "Sorrento Indemnified Parties”") harmless from and against any and all claims, liabilities, demands, actions, causes of action, judgments, settlements, and expenses (including, but not limited to, reasonable attorneys’ ' fees, costs, and expenses) (“"Damages”") arising out of or in connection with Solar Thin Power’ Harbrew' breach of any representation, warranty, covenant, or agreement made by Solar Thin Power Harbrew under or in connection with this Agreement or the failure of Solar Thin Power Harbrew to perform any of its covenants or agreements contained in this Agreement. c. Upon obtaining knowledge thereof, the party to be indemnified (the “"Indemnified Party”") shall promptly notify the party which is required to provide indemnification (the “"Indemnifying Party”") in writing of any damage, claim, loss, liability or expense which the Indemnified Party has determined has given rise or could give rise to a claim under this Section 7 16 (such written notice being hereinafter referred to as a “"Notice of Claim”"). A Notice of Claim shall contain a brief description of the nature and estimated amount of any such claim giving rise to a right of indemnification. With respect to any claim or demand set forth in a Notice of Claim relating to a third-party claim, the Indemnifying Party shall have the power and right to defend, direct the defense, compromise and settle, in good faith and at its expense, any such claim or demand, and the Indemnified Party, at its sole expense, shall have the right to participate and shall cooperate in the defense of any such third-party claim. So long as the Indemnifying Party is defending in good faith any such third party claim, the Indemnified Party shall not settle or compromise such third party claim. d. In no event shall either party be liable to the other or to any third party for any special, indirect, incidental, consequential, or punitive damages arising out of or in connection with this Agreement Agreement, the Product or the TechnologyIntellectual Property, whether based on breach of contract, breach of warranty, tort (including negligence), or otherwise. e. Except as otherwise provided herein, if the Product is found to be defective, Harbrew' sole remedy shall be the return and replacement of such Product, and the parties agree that under no circumstances shall Sorrento be liable for consequential, incidental, indirect, special, punitive or exemplary damages for loss of revenue, loss of business, loss of anticipated savings, or any other loss or damage arising for any reason whatsoever, and that its liability shall not exceed the price of the Product purchased under this Agreement.