Common use of Indemnities/Limitation of Liability Clause in Contracts

Indemnities/Limitation of Liability. 6.5 Subject to Section 6.6, each party will indemnify the other party, its directors, officers, employees, agents, attorneys and Affiliates (collectively "Indemnified party") from and against the entire amount of any Material Loss. A "Material Loss" will mean all costs, expenses, damages or liabilities, including attorneys' fees and other costs of litigation (either threatened or pending) arising out of or based on a breach by a party ("Indemnifying party") of any representation, warranty or covenant contained in this Agreement which amounts, in the aggregate, to at least $1,000,000. If any claim or demand is asserted against an Indemnified party in respect of which such Indemnified party may be entitled to indemnification under this Agreement, the Indemnified party will promptly give Notice of such claim or demand to the Indemnifying party. The Indemnifying party will have the right, but not the obligation, by notifying the Indemnified party after its receipt of the Notice of the claim or demand, to assume the entire control of (subject to the right of the Indemnified party to participate, at the Indemnified party's expense and with counsel of the Indemnified party's choice), the defence, compromise, or settlement of the matter, including, at the Indemnifying party's expense, employment of counsel of the Indemnifying party's choice. Any damages to the assets or business of the Indemnified party caused by a failure by the Indemnifying party to defend, compromise, or settle a claim or demand in a reasonable and expeditious manner, after the Indemnifying party has given Notice that it will assume control of the defence, compromise, or settlement of the matter, will be included in the damages for which the Indemnifying party will be obligated to indemnify the Indemnified party. Any settlement or compromise of a matter by the Indemnifying party will include a full release of claims against the Indemnified party which have arisen out of the indemnified claim or demand. Exception

Indemnities/Limitation of Liability. 6.5 Subject to Section 6.65, each party will indemnify the other party, its directors, officers, employees, agents, attorneys and Affiliates (collectively "Indemnified party") from and against the entire amount of any Material Loss. A "Material Loss" will mean all costs, expenses, damages or liabilities, including attorneys' fees and other costs of litigation (either threatened or pending) arising out of or based on a breach by a party ("Indemnifying party") of any representation, warranty or covenant contained in this Agreement which amounts, in the aggregate, to at least $1,000,000. If any claim or demand is asserted against an Indemnified party in respect of which such Indemnified party may be entitled to indemnification under this Agreement, the Indemnified party will promptly give Notice of such claim or demand to the Indemnifying party. The Indemnifying party will have the right, but not the obligation, by notifying the Indemnified party after its receipt of the Notice of the claim or demand, to assume the entire control of (subject to the right of the Indemnified party to participate, at the Indemnified party's expense and with counsel of the Indemnified party's choice), the defence, compromise, or settlement of the matter, including, at the Indemnifying party's expense, employment of counsel of the Indemnifying party's choice. Any damages to the assets or business of the Indemnified party caused by a failure by the Indemnifying party to defend, compromise, or settle a claim or demand in a reasonable and expeditious manner, after the Indemnifying party has given Notice that it will assume control of the defence, compromise, or settlement of the matter, will be included in the damages for which the Indemnifying party will be obligated to indemnify the Indemnified party. Any settlement or compromise of a matter by the Indemnifying party will include a full release of claims against the Indemnified party which have arisen out of the indemnified claim or demand. Exception.

Indemnities/Limitation of Liability. 6.5 Subject to Section 6.6General Indemnity. Contractor shall indemnify, each party will indemnify defend, and save harmless the other partyAOC, its directorsthe Participating Entities, and their respective officers, employees, agents, attorneys agents and Affiliates (collectively "Indemnified party") employees from and against any and all losses, costs, including reasonable attorneys’ fees, liabilities, damages, and deficiencies, including interest, penalties and settlement amounts entered into, in each case, with respect to any and all claims that arise out or are connected or related to the entire amount Services, Contractor’s obligations under this Master Agreement, and a breach of Contractor’s representation and warranties under this Master Agreement. The Participating Entity will notify Contractor in writing within thirty (30) days of the Participating Entity’s first knowledge of such claim. Intellectual Property Indemnity. Contractor shall indemnify, defend, and save harmless AOC, the Participating Entities, and their respective officers, agents and employees from and against any and all losses, costs, including reasonable attorneys’ fees, liabilities, damages, and deficiencies, including interest, penalties and settlement amounts entered into, in each case, with respect to any and all third party claims which arise out of any Material Loss. A "Material Loss" will mean all costs, expenses, damages actual or liabilities, including attorneys' fees and other costs of litigation (either threatened alleged infringement or pending) arising out of or based on a breach by a party ("Indemnifying party") misappropriation of any representationpatent, warranty trade secret, copyright or covenant contained other proprietary rights by (including use of) the software, systems, or other subject matter provided by Contractor or Contractor’s agents to the Participating Entities or Participating Entities’ agents under this Master Agreement (collectively, the “Covered Items”). The Participating Entity will notify Contractor in this Agreement which amounts, in writing within thirty (30) days of the aggregate, to at least $1,000,000Participating Entity’s first knowledge of such claim. If any Covered Items are held to, or the Participating Entity or Contractor believe they may, infringe any third party intellection property rights, then Contractor shall at the Participating Entity’s request: (1) obtain for the Participating Entities and their agents (including their respective subcontractors) the right to continue to use such Covered Items as provided in this Master Agreement; or (2) replace or modify such Covered Items so as to make them non-infringing, provided that the replacement materials or modified Covered Items provide functionality substantially the same as the unmodified Covered Items. Contractor shall have no liability for any claim or demand is asserted against an Indemnified party in respect of which such Indemnified party may be entitled to indemnification infringement under this Agreement, Section 10 to the Indemnified party will promptly give Notice extent based on (i) the use of a superseded or altered release of any Covered Items by the Participating Entity if the infringement could have been avoided by the use of the current unaltered release of such claim or demand Covered Items that Contractor provided to the Indemnifying party. The Indemnifying party will Participating Entity and the Participating Entity had agreed in advance to install; (ii) the use of such Covered Items by the Participating Entity other than in accordance with their specifications as delivered in writing in advance to the Participating Entity by Contractor, (iii) use of information or materials not provided by Contractor with the Covered Items (unless such information or materials were approved by Contractor or the Covered Items were intended to be used with such information or materials), if the infringement could have been avoided by the right, but not the obligation, by notifying the Indemnified party after its receipt use of the Notice Covered Items alone; or (iv) Covered Items necessarily created to meet Participating Entity-designed specifications, without the use of the claim or demandContractor's judgment. IN NO EVENT WILL EITHER THE AOC OR THE PARTICIPATING ENTITIES BE LIABLE FOR ANY INDIRECT, to assume the entire control of INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHETHER IN AN ACTION IN CONTRACT OR TORT (subject to the right of the Indemnified party to participate, at the Indemnified party's expense and with counsel of the Indemnified party's choiceINCLUDING NEGLIGENCE AND STRICT LIABILITY), the defenceINCLUDING WITHOUT LIMITATION LOST DATA, compromisePROFITS, or settlement of the matterAND REVENUES, includingEVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER THE AOC OR THE PARTICIPATING ENTITIES’ AGGREGATE LIABILITY FOR DIRECT DAMAGES TO CONTRACTOR ARISING OUT OF OR RELATED TO THIS MASTER AGREEMENT FOR ANY CAUSE WHATSOEVER, at the Indemnifying party's expenseAND REGARDLESS OF THE FORM OF ACTION, employment of counsel of the Indemnifying party's choiceWHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), EXCEED THE AMOUNTS PAYABLE HEREUNDER IN THE TWELVE MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. Any damages to the assets or business of the Indemnified party caused by a failure by the Indemnifying party to defendTHE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION REFLECT A DELIBERATE AND BARGAINED FOR ALLOCATION OF RISKS BETWEEN THE PARTIES AND ARE INTENDED TO BE INDEPENDENT OF ANY EXCLUSIVE REMEDIES AVAILABLE UNDER THIS MASTER AGREEMENT, compromise, or settle a claim or demand in a reasonable and expeditious manner, after the Indemnifying party has given Notice that it will assume control of the defence, compromise, or settlement of the matter, will be included in the damages for which the Indemnifying party will be obligated to indemnify the Indemnified partyINCLUDING ANY FAILURE OF SUCH REMEDIES TO ACHIEVE THEIR ESSENTIAL PURPOSE. Any settlement or compromise of a matter by the Indemnifying party will include a full release of claims against the Indemnified party which have arisen out of the indemnified claim or demand. ExceptionINSURANCE