Common use of Indemnities and Liabilities Clause in Contracts

Indemnities and Liabilities. Each System Owner, to the extent of its System Ownership Interest, will be responsible for any claims, damages, liabilities, losses, demands, liens, encumbrances, fines, penalties, causes of action, obligations, costs, judgments or amounts of any kind or character, including, without limitation, claims for indirect, special, incidental, consequential or punitive damages brought by third-parties, arising from or related to the construction, ownership or operation of the AMI Midstream Assets (hereafter referred to as “Claims”), and will defend, release, indemnify and hold the other System Owners harmless from its proportionate share of any such Claims, provided, however, that in no event shall any Party that is not the Operator be responsible for any Claim arising from damage to the AMI Midstream Assets or from any other matter that occurred prior to the effective date of this Agreement for such Party as set forth in the initial paragraph of this Agreement. Notwithstanding the foregoing, to the extent any Claims result from the gross negligence or willful misconduct of a particular System Owner, such System Owner will not be indemnified pursuant to the previous sentence and will be solely responsible for the payment of such Claim. In addition, each System Owner will release, indemnify and hold the Operator, its Affiliates, and its directors, agents, representatives and employees, harmless from any Claims arising from or related to the Operator’s construction, ownership or operation of the AMI Midstream Assets, including, without limitation, the Operator’s actual costs of attorney fees and settlement expenditures in connection with any Claim, except to the extent caused by the Operator’s gross negligence, willful misconduct, intentional violation of applicable law or Operator’s breach of its obligations under this Agreement. Notwithstanding the foregoing, the Operator will defend, release, indemnify and hold the System Owners harmless from any liabilities, damages, suits, claims and judgments of any nature, including reasonable attorneys’ fees and expenses (“Employee Claims”) brought by any employee of the Operator or its affiliates arising in connection with the performance of the services of the Operator under this Agreement. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO PARTY TO THIS AGREEMENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY FOR THAT PARTY’S OWN INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR OTHERWISE. In the event one or more third parties brings a Claim against two or more System Owners, and such Claim is not subject to the indemnification provisions of this paragraph 16, then the System Owners shall enter into a joint defense agreement, under terms and conditions that are acceptable to each System Owner, for the joint defense of the Claim.

Indemnities and Liabilities. Each System Owner12.1 The Company agrees to indemnify, to defend and hold harmless the extent Escrow Agent and the Manager including without limitation, their directors, shareholders, officers, employees and Affiliates (each an “Indemnified Party”) from and against all losses, liabilities, claims, actions, suits, proceedings (including interest, penalties, attorney’s fees, accounting fees, losses arising from difference or fluctuation in exchange rates of its System Ownership Interest, will be responsible for any claimscurrencies and investigation costs), damages, liabilities, lossescosts, demands, liensfees and expenses claimed and disbursements, encumbrancesarising as result of or in connection with the Indemnified Party’s performance under this Agreement and/or which may be imposed on, finesincurred by or asserted at any time against the Indemnified Party in any way arising out of the performance/discharge of the duties by Indemnified Party in terms hereof or as a result of the wilful default, penaltiesgross negligence and misconduct and/or breach by the Company of its representations, causes warranties and obligations under this Agreement and the SEBI Buyback Regulations, except as are caused by such Indemnified Party’s own gross negligence, fraud or wilful default and provided that such gross negligence, fraud or wilful default has been determined by a final and non-appealable award or order of actionan arbitrator or of a competent court). 12.2 The Escrow Agent shall indemnify and keep the Company, obligations, costs, judgments or amounts of any kind or character, includingits Affiliates and the Manager and its Affiliates (and, without limitation, claims for indirectits directors, specialofficers, incidentalagents and employees) (each an “Indemnified Party”), consequential indemnified and hold each of them harmless from and against any and all losses, liabilities, claims, actions, damages, fees and expenses claimed (including lawyers’ fees and disbursements, any fine or punitive damages brought penalty imposed by third-partiesor inquiry of other proceeding initiated by SEBI or any other regulatory authority) (together, arising from or related to the construction, ownership or operation of the AMI Midstream Assets (hereafter referred to as “Claims”), arising out of or in connection with a breach or alleged breach or wilful delay by the Escrow Agent in the performance of its obligations and will defendduties under this Agreement, release, indemnify any breach or alleged breach of its representations and hold warranties or any of the other System Owners harmless from its proportionate share of any such Claims, provided, however, that in no event shall any Party that is not the Operator be responsible for any Claim arising from damage to the AMI Midstream Assets or from any other matter that occurred prior to the effective date terms of this Agreement for such Party as set forth in the initial paragraph of this Agreement. Notwithstanding the foregoing, to the extent or any Claims result from the gross negligence or willful misconduct of a particular System Owner, such System Owner will not be indemnified pursuant to the previous sentence and will be solely responsible for the payment of such Claim. In addition, each System Owner will release, indemnify and hold the Operator, its Affiliates, and its directors, agents, representatives and employees, harmless from any Claims arising from or related to the Operator’s construction, ownership or operation of the AMI Midstream Assets, including, without limitation, the Operator’s actual costs of attorney fees and settlement expenditures in connection with any Claim, except to the extent caused by the Operator’s gross negligence, willful misconduct, intentional violation of applicable law or Operator’s breach of its obligations under this Agreement. Notwithstanding the foregoing, the Operator will defend, release, indemnify and hold the System Owners harmless from any liabilities, damages, suits, claims and judgments of any nature, including reasonable attorneys’ fees and expenses (“Employee Claims”) brought by any employee of the Operator or its affiliates arising in connection with the performance of obligations under this Agreement by it, or any other intermediary on which Escrow Agent relies, or any of their respective branches, if any except as are caused by such Indemnified Party’s own gross negligence, fraud or wilful default and provided that such gross negligence, fraud or wilful default has been determined by a final and non-appealable award or order of an arbitrator or of a competent court). The Escrow Agent shall not in any case whatsoever use the services assets held in the Escrow Account and/or Special Escrow Account to satisfy this indemnity. 12.3 It is understood that Escrow Agent’s liability to release the amount lying in the Escrow Account and/or Special Escrow Account under this Agreement shall not be affected, varied or prevented by any underlying dispute between the other Parties pending before any government authority, including SEBI and the courts of competent jurisdiction in India, unless there is a specific order from such government authority, including SEBI and the courts of competent jurisdiction in India, to that effect and unless the same is furnished to the Escrow Agent by the Party concerned. The Escrow Agent agrees and confirms that this indemnity shall remain valid and subsisting and binding upon them, notwithstanding closure of the Operator under Escrow Account and/or termination of this Agreement. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO PARTY TO THIS AGREEMENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY FOR THAT PARTY’S OWN INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR OTHERWISE. In the event one or more third parties brings a Claim against two or more System Owners, and such Claim is not subject to the indemnification provisions of this paragraph 16, then the System Owners shall enter into a joint defense agreement, under terms and conditions that are acceptable to each System Owner, for the joint defense of the Claim.

Indemnities and Liabilities. Each System Owner(a) Except as provided in Sections 7(c) and 7(d) or due to breach of Section 9, neither Party shall be liable to the extent of other, its System Ownership Interestagents, will be responsible representatives, employees, customers or any other third party, for any claimsincidental, indirect, special or consequential damages, including without limitation loss of use, loss of revenue or loss of profit, in connection with or arising out of this Agreement or the existence, furnishing or functioning of the Product or any item or services provided for in this Agreement or from any other cause, including without limitation claims by third parties, even if a Party has been advised of the possibility of such damages. (b) Subject to the applicable consumer laws of a relevant jurisdiction, and other than as provided in Section 7(d), Manufacturer’s sole liability, whether on warranty, contract, or negligence grounds under this Agreement shall be limited to the replacement of any quantities of the Product determined by the COA not to comply with the warranty herein; provided, however, that (a) Manufacturer’s warranty shall not extend to any quantities of the Product following any processing or other alteration thereof by Distributor or any third party and (b) Manufacturer shall be under no obligation to provide replacement Product necessitated in whole or in part by catastrophe, fault or negligence of the user or any third party, improper or unauthorized use or storage of the Product, or by causes external to the Product, including without limitation loss, damage or destruction in shipment or as a result of power failure. (c) Distributor shall indemnify, defend and hold harmless Manufacturer and Manufacturer’s officers, directors, shareholders, affiliates, agents, representatives, employees, successors and assigns (collectively, “Related Persons”) from and against any and all third party liabilities, losses, demandsdamages, liensinjuries, encumbrancescosts, fines, penaltiesexpenses, causes of action, obligationsclaims, costssuits, judgments or amounts of any kind or characterdemands, includinglegal proceedings, assessments and similar matters, including without limitationlimitation reasonable attorneys’ fees (collectively, claims for indirect, special, incidental, consequential or punitive damages brought by third-parties, arising from or related to the construction, ownership or operation of the AMI Midstream Assets (hereafter referred to as “Claims”), and will defend, release, indemnify and hold resulting from or arising out of (a) the other System Owners harmless from its proportionate share of any such Claims, provided, however, that in no event shall any Party that is not the Operator be responsible for any Claim arising from damage to the AMI Midstream Assets or from any other matter that occurred prior to the effective date material breach of this Agreement for such Party as set forth by Distributor, (b) any use of the Product in the initial paragraph of this Agreement. Notwithstanding the foregoingcombination with any other product not furnished by Manufacturer, to the extent (c) any Claims result from the gross negligence or willful misconduct of Distributor or any of Distributor’s Related Persons, (d) any contamination, damage or adverse effect on the environment or natural resources (including without limitation the cost of any investigation or remediation related thereto) in any way arising out of or caused or alleged to have been caused by Distributor or any of Distributor’s Related Persons, or (e) any warranty, other than a particular System Ownerwarranty identical to that provided in Section 5.4 hereof, such System Owner will not be indemnified pursuant made by Distributor to the previous sentence and will be solely responsible for the payment of such Claim. In additionits customers. (d) Manufacturer shall indemnify, each System Owner will release, indemnify defend and hold the Operatorharmless Distributor and Distributor’s Related Persons from and against any and all third party Claims, its Affiliates, and its directors, agents, representatives and employees, harmless from any Claims arising resulting from or arising out of (a) the material breach of this Agreement by Manufacturer, (b) any gross negligence or willful misconduct of Manufacturer or any of Manufacturer’s Related Persons or (d) any contamination, damage or adverse effect on the environment or natural resources (including without limitation the cost of any investigation or remediation related thereto) in any way arising out of or caused or alleged to the Operatorhave been caused by Manufacturer or any of Manufacturer’s constructionRelated Persons, ownership or operation of the AMI Midstream Assets, including, without limitation, the Operator’s actual costs of attorney fees and settlement expenditures in connection with any Claim, except other than to the extent caused by the Operator’s gross negligence, willful misconduct, intentional violation of applicable law or Operator’s breach of its obligations under this Agreement. Notwithstanding the foregoing, the Operator will defend, release, Distributor is required to indemnify and hold the System Owners harmless from any liabilities, damages, suits, claims and judgments of any nature, including reasonable attorneys’ fees and expenses (“Employee Claims”) brought by any employee of the Operator or its affiliates arising in connection with the performance of the services of the Operator under this Agreement. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO PARTY TO THIS AGREEMENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY FOR THAT PARTY’S OWN INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR OTHERWISE. In the event one or more third parties brings a Claim against two or more System Owners, and such Claim is not subject Manufacturer pursuant to the indemnification provisions of this paragraph 16, then the System Owners shall enter into a joint defense agreement, under terms and conditions that are acceptable to each System Owner, for the joint defense of the ClaimSection 7(c).