Common use of Indemnity and Limitation of Liability Clause in Contracts

Indemnity and Limitation of Liability. To the extent permitted by law the Trustees jointly and severally undertake and agree to indemnify each Indemnified Person against all and any costs, claims, losses, expenses, damages and liabilities whatsoever (including without limitation legal costs and expenses) that may be incurred or suffered by any Indemnified Person however arising (other than by reason of fraud or dishonesty on the part of any Indemnified Person) in connection with the provision of the Services or the performance of the Agreement. The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive the expiry or termination of the Agreement. The Administrator’s liability to the Trustees in respect of anything done or omitted to be done by the Administrator under the Agreement shall be limited to the amount paid out in the relevant case by the professional liability insurance of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or for the Administrator’s liability arising as a result of fraud on the part of the Administrator or of any Indemnified Person. The Administrator shall not be liable for loss of profits or any indirect or consequential loss or damage arising from or in connection with the Services. The Administrator shall not be liable for any loss or damage arising from or in connection with any default or other act or omission on the part of any bank or other financial institution with which money has been deposited in connection with the Services or otherwise. Claims for loss or damage arising from or in connection with the Services can only be made against the Administrator and not against the other Indemnified Persons on a personal basis.

Indemnity and Limitation of Liability. To the extent permitted by law the Trustees jointly and severally undertake and agree 15.1 Seller agrees to indemnify and hold harmless Buyer, its affiliates and its assignees and their respective directors, officers, employees, agents and controlling persons (Buyer and each such person being an "Indemnified Person Party") from and against any and all and any costslosses, claims, losses, expenses, damages and liabilities whatsoever liabilities, joint or several, to which such Indemnified Party may become subject, and relating to or arising out of (including without limitation legal costs and expensesi) that may be incurred any material breach by Seller or suffered by any Indemnified Person however arising party to a Transaction Document (other than by reason of fraud Buyer or dishonesty on the part Buyer's Affiliates) of any provision of this Agreement or any Transaction Document (including representations and warranties), and (ii) any violation by Seller or such a party of applicable laws or regulations, and will reimburse any Indemnified PersonParty for all expenses (including the reasonable counsel fees and expenses of not more than one law firm) as they are incurred in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Seller. Seller will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment by a court of competent jurisdiction to have resulted from the Services Indemnified Party's breach of a material term of this Agreement or the performance of the Agreementany Transaction Document, willful misconduct or gross negligence. The Administrator accepts this indemnity for itself and as trustee for each Seller also agrees that no Indemnified Person. It should be noted that this clause 4 Party shall survive the expiry or termination of the Agreement. The Administrator’s have any liability to the Trustees in respect of anything done or omitted to be done by the Administrator under the Agreement shall be limited to the amount paid out in the relevant case by the professional liability insurance of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising from the negligence of the Administrator Seller or any Indemnified Person asserting claims on behalf of or for the Administrator’s liability arising in right of Seller in connection with or as a result of fraud on any matter referred to in this Agreement or any Transaction Document except to the part extent that any losses, claims, damages, liabilities or expenses incurred by Seller result from the Indemnified Party's breach of a material term of this Agreement or any Transaction Document, or the Administrator Indemnified Party's gross negligence or of any Indemnified Person. The Administrator willful misconduct. 15.2 Neither Party shall not be liable for loss of profits or any indirect special, indirect, incidental, punitive, exemplary or consequential loss or damage damages, including loss of revenue or profits or losses arising from or in connection with its normal course of business, even if a Party has been advised of the Services. The Administrator shall not be liable for any possibility of such loss or damage arising from damages or in connection with any default or other act or omission on the part of any bank or other financial institution with which money has been deposited in connection with the Services or otherwise. Claims for such loss or damage arising from or in connection with the Services can only be made against the Administrator and not against the other Indemnified Persons on a personal basisdamages could have been foreseen.

Indemnity and Limitation of Liability. To a. The Licensee indemnifies the extent permitted by law Licensor and keeps the Trustees jointly and severally undertake and agree to indemnify each Indemnified Person Licensor indemnified against all and any costs, claims, lossesloss, expensesliability, damages and liabilities whatsoever damage or expense (including without limitation legal costs and expenseson a solicitor client basis) that may be incurred or suffered by any Indemnified Person however arising (other than by reason of fraud or dishonesty on the part of any Indemnified Person) in connection with any: i. breach by the provision Licensee of this agreement; ii. claim by third party against the Licensor arising out of or in any way related to any act or omission of the Services or the performance Licensee; iii. exercise of the AgreementLicensee’s rights granted under clause 3; or iv. The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive any act or omission by a person to whom the expiry Licensee disclosed to or termination granted rights in the Material whether or not with the consent of the Agreement. The Administrator’s liability to the Trustees in respect of anything Licensor, which if done or omitted to be done by the Administrator under Licensee, would be a breach of this Agreement. b. The Licensee hereby irrevocably releases the Agreement shall be limited Licensor and waives all claims which the Licensee may have in the future against the Licensor, in respect of any action claim or remedy whatsoever in any way attributable to the amount paid out in exploitation of the relevant case intellectual property by the professional liability insurance Licensee. c. Where any statute or law implies warranties or conditions into this agreement or on the supply of access to the AdministratorMaterial, which cannot be lawfully modified or excluded under this agreement ('Non- excludable Condition') then this agreement will be read subject to such Non-excludable Condition. If the insurer makes no payment under the insuranceWhere such statute or law permits, the liability of the Administrator shall be Licensor to the Licensee for breach of such Non- excludable Condition is limited to an amount which re-supplying the Material or the cost of paying a third party to re-supply same. d. The Licensor will not exceed three times the amount of fees (net of disbursements and VAT) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or for the Administrator’s liability arising as a result of fraud on the part of the Administrator or of any Indemnified Person. The Administrator shall not be liable to the Licensee for loss of profits or any indirect or consequential loss or damage of any kind, loss of profits, loss of opportunity, revenue and economic loss, loss of data, failure to realise expected profits or savings, overhead costs, loss of reputation or goodwill arising from out of or in connection any way connected with the ServicesMaterial, the Intellectual Property or this agreement (including under statute or in tort). e. The Licensor warrants that it has full authority and capacity to enter into this agreement and to grant to the Licensee the rights it purports to grant in this agreement. f. The Licensor warrants that it has taken reasonable steps to ensure the Materials meet the requirements of the relevant national training packages and current national standards for RTOs at the date of original publication of the Materials. However: i. The Licensee is solely responsible for ensuring that any material it uses meets the standards or guidelines required by it or any external body governing or regulating the operation of its business within its industry, including but not limited ASQA and/or any future governing bodies; and ii. The Administrator shall Licensee will not be hold the Licensor liable for any loss instances of non-compliance by the Licensee with applicable national standards for RTOs or damage arising from future standards as outlined by the relevant industry governing bodies. g. The Licensee warrants and represents that in entering into this agreement the Licensee has: i. relied on its own enquiry as to the performance and functional characteristics of the Material; and ii. not relied on any representation made by the Licensor unless they are reduced to writing and are expressly specified in this agreement. h. To the fullest extent permitted by law, any condition or warranty which would otherwise be implied in connection with any default or other act or omission on the part of any bank or other financial institution with which money has been deposited in connection with the Services or otherwise. Claims for loss or damage arising from or in connection with the Services can only be made against the Administrator and not against the other Indemnified Persons on a personal basisthis Agreement is hereby excluded.

Indemnity and Limitation of Liability. To (a) The Company assumes liability for, and indemnifies the extent permitted by law the Trustees jointly and severally undertake and agree to indemnify each Indemnified Person against Manager, all B&B Affiliates and any costsPerson to whom the Manager delegates its obligations in compliance with this Agreement, claimsand their respective members, lossesshareholders, expensesmanagers, damages directors, officers, employees and agents (collectively, Indemnified Persons), on an after-tax basis against any losses and liabilities whatsoever (including without limitation legal costs and expensescollectively, Losses) that may be incurred or suffered by any Indemnified Person however arising (other than by reason arise out of fraud or dishonesty on the part of any Indemnified Person) in connection with the provision of the Services or the performance of the Agreement. The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive the expiry or termination of the Agreement. The Administrator’s liability to the Trustees in respect of anything done or omitted to be done by the Administrator under the Agreement shall be limited to the amount paid out in the relevant case by the professional liability insurance of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or for the Administrator’s liability arising as a result of fraud on the part of the Administrator or of any Indemnified Person. The Administrator shall not be liable for loss of profits or any indirect or consequential loss or damage arising from or in connection with the Services. doing or failing to do anything in connection with this Agreement or on account of any bona fide investment decision made by the Indemnified Person, except insofar as any such Loss is finally adjudicated to have been caused directly by the Indemnified Person from gross negligence, fraud or dishonesty, or willful misconduct in respect of the obligation to apply the Standard of Care under this Agreement. (b) The Administrator Manager and each other Indemnified Person shall not be liable to the Company or any of its Subsidiaries for any loss Losses suffered or damage incurred by the Company or any of its Subsidiaries arising from or in connection with any default or other act or omission on the part out of any bank or other financial institution with which money has been deposited in connection with the Services or otherwise. Claims for loss or damage arising from or in connection with the Services can only be Indemnified Person doing or failing to do anything in connection with this Agreement or on account of any bona fide investment decision made against by the Administrator Indemnified Person, except insofar as any such Loss is finally adjudicated to have been caused directly by the gross negligence, fraud or dishonesty of, or willful misconduct in respect of the obligation to apply the Standard of Care under this Agreement by the Indemnified Person. (c) The Company agrees to indemnify and not against hold harmless on an after-tax basis the other Indemnified Persons and each Person, if any, who controls any Indemnified Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the Registration Indemnified Parties) from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement under the headings “[to come]” (the B&B Information), and (ii) information relating to any underwriter furnished in writing to the Company by or on a personal basisbehalf of such underwriter expressly for use in the Registration Statement or Prospectus.

Indemnity and Limitation of Liability. To 9.1 The Manager shall indemnify, defend, and hold harmless the extent permitted by law the Trustees jointly Project Company against any and severally undertake all Losses of whatever kind and agree to indemnify each Indemnified Person against nature, including, without limitation, all and any costs, claims, losses, expenses, damages and liabilities whatsoever (including without limitation legal related costs and expenses) that may be expenses incurred or suffered by any Indemnified Person however arising (other than by reason of fraud or dishonesty on the part of any Indemnified Person) in connection with the provision of the Services or the performance of the Agreement. The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive the expiry or termination of the Agreement. The Administrator’s liability to the Trustees therewith, in respect of anything done personal injury to or omitted death of third parties and in respect of Loss of or damage to be done any third party property to the extent that the same arises out of: (a) any breach by the Administrator under the Agreement shall be limited to the amount paid out in the relevant case by the professional liability insurance Manager of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees its obligations hereunder; (net of disbursements and VATb) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or for the Administrator’s liability arising as a result of fraud on the part of the Administrator or of any Indemnified Person. The Administrator shall not be liable for loss of profits or any indirect or consequential loss or damage arising from or in connection with the Services. The Administrator shall not be liable for any loss or damage arising from or in connection with any default or other negligent act or omission on the part of the Manager; and (c) any bank gross negligence or willful misconduct of the Manager. Any indemnification payable by the Manager to the Project Company hereunder shall be net of any insurance proceeds received by the Project Company under insurance policies with respect to the circumstances giving rise to the Manager's indemnification of the Project Company hereunder. 9.2 The aggregate amount of damages, compensation, or other financial institution with such liabilities payable by the Project Company under this Agreement for damages, compensation, or other such liabilities incurred in any Operating Year shall be limited to, and shall in no event exceed, an amount equal to the fees payable to the Manager under Article VI plus reimbursable Ancillary Expenses for such Operating Year; provided that the foregoing limitation does not apply in the event of fraud or an intentional breach of this Agreement by the Project Company. The aggregate amount of damages, compensation, or other such liabilities payable by the Manager under this Agreement for damages, compensation, or other such liabilities incurred in any Operating Year shall be limited to, and shall in no event exceed, an amount equal to the fees paid to the Manager pursuant to Sections 6.1 and 6.2 for such Operating Year plus a withholding of any such fees remaining to be paid for such Operating Year provided that the foregoing limitation does not apply in the event of fraud or an intentional breach of this Agreement by the Manager. In the event that any subsidiaries of Manager (other than Cheniere Energy Partners, L.P. and its subsidiaries) transfers, directly or indirectly, their limited partnership interest in Cheniere Energy Partners, L.P. to any of its Affiliates which money has been deposited in connection are not direct or indirect subsidiaries of the Manager or Cheniere Energy Partners, L.P., then such transferee shall agree to be jointly liable with the Services Manager for its obligations under this Article 9. 9.3 THE MANAGER SHALL NOT BE LIABLE UNDER THIS AGREEMENT OR UNDER ANY CAUSE OF ACTION RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY, PROFESSIONAL LIABILITY, PRODUCT LIABILITY, CONTRIBUTION, OR ANY OTHER CAUSE OF ACTION FOR SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF USE, LOSS OF OPPORTUNITY, LOSS OF REVENUES, OR LOSS OF GOOD WILL; PROVIDED THAT THE FOREGOING SHALL NOT APPLY TO INDEMNITIES EXPRESSLY PROVIDED IN THIS ARTICLE 9 TO THE EXTENT THAT THEY APPLY TO THIRD PARTY CLAIMS. The Manager and the Project Company agree that (i) the Louisiana Oilfield Anti-Indemnity Act, LA. REV.STAT. § 9:2780, and (ii) LA. REV.STAT.2780.1, et seq., are inapplicable to this Agreement and the performance of the Services. Application of these statutory provisions to this Agreement would be contrary to the intent of the Parties, and each Party hereby irrevocably waives any contention that these statutory provisions are applicable to this Agreement or otherwisethe Services. Claims In addition, it is the intent of the Parties that in the event that either of the aforementioned statutory provisions were to apply, each Party shall provide insurance to cover the losses contemplated by such statutory provisions and assumed by each such Party under the indemnification provisions of this Agreement, and the Manager agrees that the payments made to the Manager hereunder compensate the Manager for loss or damage arising from or the cost of premiums for the insurance provided by it under this Agreement. The Parties agree that each Party's agreement to support their indemnification obligations by insurance shall in connection with the Services can only be made against the Administrator and not against the other Indemnified Persons on a personal basisno respect impair their indemnification obligations.

Indemnity and Limitation of Liability. To 9.1 The Supplier shall indemnify Booyco against any claims for direct damage or injury to its property and/or persons employed or engaged by it to the extent permitted that such damage or injury is caused by law the Trustees jointly proven wilful and/or negligent acts or omissions of The Supplier or its employees or agents whilst acting in the course and severally undertake and agree to indemnify each Indemnified Person against all and any costs, claims, losses, expenses, damages and liabilities whatsoever (including without limitation legal costs and expenses) that may be incurred or suffered by any Indemnified Person however arising (other than by reason scope of fraud or dishonesty on the part of any Indemnified Person) in connection with the provision of the Services or in terms of this Agreement. 9.2 Notwithstanding the performance provisions of the Agreement. clause 9.1: 9.2.1 The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive the expiry or termination of the Agreement. The Administrator’s liability to the Trustees in respect of anything done or omitted to be done by the Administrator under the Agreement shall be limited to the amount paid out in the relevant case by the professional liability insurance of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or for the Administrator’s liability arising as a result of fraud on the part of the Administrator or of any Indemnified Person. The Administrator Supplier shall not be liable to Booyco for any consequential, indirect, special, punitive or incidental damages, including but not limited to claims for loss of profits or of contracts, loss of data, loss of operation time and loss of goodwill, arising out of a breach of any indirect or consequential loss or damage arising from provisions of this Agreement or in connection with law; 9.2.2 the Services. aggregate liability of The Administrator Supplier in respect of any claim for damages or losses under this Agreement and any Service Schedule or in law shall be limited to and shall not exceed the aggregate Service Fees payable to The Supplier in terms of that Service Schedule for the 12 (twelve) month period immediately preceding the month in which the claim arose (less any Value-Added Tax thereon). Where applicable, if any claim arises before the expiry of a period 12 (twelve) months from the Effective Date the aggregate liability of The Supplier in respect of such claim shall not exceed 10% (Ten percentum)); and 9.2.3 the aggregate liability of The Supplier for damages or losses under this Agreement and/or any Service Schedule or in law, irrespective of the number of claims, shall be limited to and shall not exceed the value of the services rendered by The Supplier to Booyco 9.3 For the avoidance of doubt the Parties record that The Supplier shall have no obligation whatsoever to advise Booyco of any change to any statutory or regulatory requirements relating to The Supplier. Without in any way limiting the aforesaid obligation, The Supplier shall use its reasonable endeavours to notify Booyco of any changes to any statutory or regulatory requirements relating to The Supplier and its business, that The Supplier becomes aware of. 9.4 Despite anything contained in 9.1,9.2 and 9.3, The Supplier will be liable for all or any loss cost or damage arising from penalties as a direct result of The Suppliers’ negligence or in connection with any default The Supplier’s failure to adhere to their standard operating procedures or other act or omission on the part of any bank or other financial institution with which money has been deposited in connection with the Services or otherwise. Claims for loss or damage arising from or in connection with the Services can only be made against the Administrator and not against the other Indemnified Persons on a personal basispre-approved processes.

Indemnity and Limitation of Liability. To 9.1 The Manager shall indemnify, defend, and hold harmless the extent permitted by law the Trustees jointly Project Company against any and severally undertake all Losses of whatever kind and agree to indemnify each Indemnified Person against nature, including, without limitation, all and any costs, claims, losses, expenses, damages and liabilities whatsoever (including without limitation legal related costs and expenses) that may be expenses incurred or suffered by any Indemnified Person however arising (other than by reason of fraud or dishonesty on the part of any Indemnified Person) in connection with the provision of the Services or the performance of the Agreement. The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive the expiry or termination of the Agreement. The Administrator’s liability to the Trustees therewith, in respect of anything done personal injury to or omitted death of third parties and in respect of Loss of or damage to be done any third party property to the extent that the same arises out of: (a) any breach by the Administrator under the Agreement shall be limited to the amount paid out in the relevant case by the professional liability insurance Manager of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees its obligations hereunder; (net of disbursements and VATb) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or for the Administrator’s liability arising as a result of fraud on the part of the Administrator or of any Indemnified Person. The Administrator shall not be liable for loss of profits or any indirect or consequential loss or damage arising from or in connection with the Services. The Administrator shall not be liable for any loss or damage arising from or in connection with any default or other negligent act or omission on the part of the Manager; and (c) any bank gross negligence or willful misconduct of the Manager. Any indemnification payable by the Manager to the Project Company hereunder shall be net of any insurance proceeds received by the Project Company under insurance policies with respect to the circumstances giving rise to the Manager's indemnification of the Project Company hereunder. 9.2 The aggregate amount of damages, compensation, or other financial institution with such liabilities payable by the Project Company under this Agreement for damages, compensation, or other such liabilities incurred (i) in any Operating Year during which money has been deposited the Construction Management Fee is required to be paid shall be limited to, and shall in connection with no event exceed, an amount equal to the Services fees payable to the Manager under Section 6.1 plus reimbursable Ancillary Expenses for such Operating Year and (ii) in any Operating Year during which the Construction Management Fee is not required to paid shall be limited to one hundred thousand dollars ($100,000) plus reimbursable Ancillary Expenses for such Operating Year; provided that the foregoing limitation does not apply in the event of fraud or otherwisean intentional breach of this Agreement by the Project Company. Claims The aggregate amount of damages, compensation, or other such liabilities payable by the Manager under this Agreement for loss damages, compensation, or damage arising from other such liabilities incurred (i) in any Operating Year during which the Construction Management Fee is required to be paid shall be limited to, and shall in no event exceed, an amount equal to the fees paid to the Manager pursuant to Section 6.1 for such Operating Year, and (ii) in any Operating Year during which the Construction Management Fee is not required to be paid shall be limited to one hundred thousand dollars ($100,000); provided that the foregoing limitation does not apply in the event of fraud or in connection with an intentional breach of this Agreement by the Services can only be made against Manager. 9.3 THE MANAGER SHALL NOT BE LIABLE UNDER THIS AGREEMENT OR UNDER ANY CAUSE OF ACTION RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY, PROFESSIONAL LIABILITY, PRODUCT LIABILITY, CONTRIBUTION, OR ANY OTHER CAUSE OF ACTION FOR SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF USE, LOSS OF OPPORTUNITY, LOSS OF REVENUES, OR LOSS OF GOOD WILL; PROVIDED THAT THE FOREGOING SHALL NOT APPLY TO INDEMNITIES EXPRESSLY PROVIDED IN THIS ARTICLE 9 TO THE EXTENT THAT THEY APPLY TO THIRD PARTY CLAIMS. The Manager and the Administrator and not against Project Company agree that (i) the other Indemnified Persons on a personal basis.Louisiana Oilfield Anti-Indemnity Act, LA. REV.STAT. § 9:2780, and

Indemnity and Limitation of Liability. To (a) The Company assumes liability for, and indemnifies the extent permitted by law the Trustees jointly Manager and severally undertake and agree to indemnify each Indemnified Person against all its Affiliates and any costsPerson to whom the Manager delegates its obligations in compliance with this Agreement, claimsand their respective members, lossesshareholders, expensesmanagers, damages directors, officers, employees and agents (collectively, Indemnified Persons), on an after-tax basis against any losses and liabilities whatsoever (including without limitation legal costs and expensescollectively, Losses) or Taxes that may be incurred or suffered by any Indemnified Person however arising (other than by reason arise out of fraud or dishonesty on the part of any Indemnified Person) in connection with the provision of the Services or the performance of the Agreement. The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive the expiry or termination of the Agreement. The Administrator’s liability to the Trustees in respect of anything done or omitted to be done by the Administrator under the Agreement shall be limited to the amount paid out in the relevant case by the professional liability insurance of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or for the Administrator’s liability arising as a result of fraud on the part of the Administrator or of any Indemnified Person. The Administrator shall not be liable for loss of profits or any indirect or consequential loss or damage arising from or in connection with the doing or failing to do anything in connection with this Agreement or on account of any bona fide investment decision made by the Indemnified Person, except insofar as any such Loss is finally adjudicated to have been caused directly by the Indemnified Person from gross negligence, fraud or dishonesty, or willful misconduct in respect of the obligation to apply the Standard of Care under this Agreement. This indemnity shall not apply to (i) Taxes imposed on net income by the revenue authorities of Ireland or Bermuda in respect of any payment by the Company to the Manager due to the performance of the Services. ; and (ii) Taxes imposed on net income of the Manager by any Government Agency other than the revenue authorities of Bermuda or Ireland to the extent such Taxes would not have been imposed in the absence of any connection of the Manager with such jurisdiction imposing such Taxes other than any connection that results from the performance by the Manager of its obligations under this Agreement. (b) The Administrator Manager and each other Indemnified Person shall not be liable to the Company or any of its Subsidiaries for any loss Losses suffered or damage incurred by the Company or any of its Subsidiaries arising from or in connection with any default or other act or omission on the part out of any bank or other financial institution with which money has been deposited in connection with the Services or otherwise. Claims for loss or damage arising from or in connection with the Services can only be Indemnified Person doing or failing to do anything in connection with this Agreement or on account of any bona fide investment decision made against by the Administrator and not against Indemnified Person, except insofar as any such Loss is finally adjudicated to have been caused directly by the other gross negligence, fraud or dishonesty of, or willful misconduct in respect of the obligation to apply the Standard of Care under this Agreement by the Indemnified Persons on a personal basisPerson. (c) The obligations contained in this clause 9.7 shall continue after the termination of this Agreement.

Indemnity and Limitation of Liability. To the extent permitted by law the Trustees jointly and severally undertake and agree to indemnify each Indemnified Person against all and any costs, claims, losses, expenses, damages and liabilities whatsoever (including without limitation legal costs and expenses) that may be incurred or suffered by any Indemnified Person however arising (other than by reason of fraud or dishonesty on the part of any Indemnified Person) in connection with the provision of the Services or the performance of the Agreement. The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive the expiry or termination of the Agreement. The Administrator’s liability to the Trustees in respect of anything done or omitted to be done by the Administrator under the Agreement shall be limited to the amount paid out in the relevant case by the professional liability insurance of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or for the Administrator’s liability arising as a result of fraud on the part of the Administrator or of any Indemnified Person. The Administrator 11.1 Arrow Futures shall not be liable to you for loss any non-performance, full or partial, in carrying out your Instructions and of profits our obligations hereunder by reasons or any indirect cause beyond our control. This includes but without limitations any failure of transmission, communication or consequential loss computer facilities, acts or damage arising from regulations of any governmental or in connection with regulatory bodies, industrial action and the Services. The Administrator failure of any relevant correspondent or other agent of ours, exchange, clearing house or regulatory organisation for any reason to perform its obligations or other force majeure event. 11.2 We shall not be liable for any losses, liabilities, damage, costs, claims, proceedings, loss of opportunity, loss of profit and expenses (“Losses”) suffered or damage incurred by you as a result of our Services to the extent that such Losses are not the direct result of our negligence, wilful default or fraud. In no circumstances shall we have any liability for consequential or special damages. 11.3 For the avoidance of doubt, we do not exclude or restrict any of our duties or liabilities that we have to our clients under Applicable Regulation. 11.4 We may provide you with general market information on the state or the underlying physical markets and factors affecting them. General market information provided to you is without guarantee or warranty as to the accuracy of that information. 11.5 We shall not provide tax advice or be liable for taxation consequences of any transactions or any taxations charges arising for any reason. 11.6 We shall not be liable to you or to any third party or deemed to be in breach of this Agreement by reason of any delay in performing or any failure to perform, any obligations in relation to our Services if the delay was due to any act or omission by you and/or any cause beyond our reasonable control. 11.7 Notwithstanding Clauses 11.1-6, the complete liability of Arrow Futures arising from or and/or in connection with any default or other act or omission on this Agreement shall not exceed the part amount of any bank or other financial institution with which money has been deposited the Commission Fees payable for the provision of our Services in question. 11.8 Arrow Futures’ liability arising from and/or in connection with this Agreement shall not exceed the Services amount which is recoverable by us pursuant to our insurance in respect of the relevant Losses, if for any reason the limitation of our liability specified in clause 11.7 is deemed unfitting or otherwise. Claims for loss otherwise unenforceable or damage arising from unsuitable by a court of competent jurisdiction. 11.9 You irrevocably and unconditionally agree to indemnify us and to keep us indemnified (whether before or in connection after termination of this Agreement) against any and all Losses that may be incurred by us (and including our agents) as a direct or indirect result of our acting under this Agreement except to the extent that such Losses are the direct result of our negligence, wilful default or fraud committed while acting on your Instructions or failing to comply with the Services can only be made against the Administrator and not against the other Indemnified Persons on a personal basisApplicable Regulation.

Indemnity and Limitation of Liability. To 9.1 The Manager shall indemnify, defend, and hold harmless the extent permitted by law the Trustees jointly Project Company against any and severally undertake all Losses of whatever kind and agree to indemnify each Indemnified Person against nature, including, without limitation, all and any costs, claims, losses, expenses, damages and liabilities whatsoever (including without limitation legal related costs and expenses) that may be expenses incurred or suffered by any Indemnified Person however arising (other than by reason of fraud or dishonesty on the part of any Indemnified Person) in connection with the provision of the Services or the performance of the Agreement. The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive the expiry or termination of the Agreement. The Administrator’s liability to the Trustees therewith, in respect of anything done personal injury to or omitted death of third parties and in respect of Loss of or damage to be done any third party property to the extent that the same arises out of: (a) any breach by the Administrator under the Agreement shall be limited to the amount paid out in the relevant case by the professional liability insurance Manager of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees its obligations hereunder; (net of disbursements and VATb) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or for the Administrator’s liability arising as a result of fraud on the part of the Administrator or of any Indemnified Person. The Administrator shall not be liable for loss of profits or any indirect or consequential loss or damage arising from or in connection with the Services. The Administrator shall not be liable for any loss or damage arising from or in connection with any default or other negligent act or omission on the part of the Manager; and (c) any bank gross negligence or willful misconduct of the Manager. Any indemnification payable by the Manager to the Project Company hereunder shall be net of any insurance proceeds received by the Project Company under insurance policies with respect to the circumstances giving rise to the Manager's indemnification of the Project Company hereunder. 9.2 The aggregate amount of damages, compensation, or other financial institution with such liabilities payable by the Project Company under this Agreement for damages, compensation, or other such liabilities incurred (i) in any Operating Year during which money has been deposited the Construction Management Fee is required to be paid shall be limited to, and shall in connection with no event exceed, an amount equal to the Services fees payable to the Manager under Section 6.1 plus reimbursable Ancillary Expenses for such Operating Year and (ii) in any Operating Year during which the Construction Management Fee is not required to paid shall be limited to one hundred thousand dollars ($100,000) plus reimbursable Ancillary Expenses for such Operating Year; provided that the foregoing limitation does not apply in the event of fraud or otherwisean intentional breach of this Agreement by the Project Company. Claims The aggregate amount of damages, compensation, or other such liabilities payable by the Manager under this Agreement for loss damages, compensation, or damage arising from other such liabilities incurred (i) in any Operating Year during which the Construction Management Fee is required to be paid shall be limited to, and shall in no event exceed, an amount equal to the fees paid to the Manager pursuant to Section 6.1 for such Operating Year, and (ii) in any Operating Year during which the Construction Management Fee is not required to be paid shall be limited to one hundred thousand dollars ($100,000); provided that the foregoing limitation does not apply in the event of fraud or an intentional breach of this Agreement by the Manager. 9.3 THE MANAGER SHALL NOT BE LIABLE UNDER THIS AGREEMENT OR UNDER ANY CAUSE OF ACTION RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY, PROFESSIONAL LIABILITY, PRODUCT LIABILITY, CONTRIBUTION, OR ANY OTHER CAUSE OF ACTION FOR SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF USE, LOSS OF OPPORTUNITY, LOSS OF REVENUES, OR LOSS OF GOOD WILL; PROVIDED THAT THE FOREGOING SHALL NOT APPLY TO INDEMNITIES EXPRESSLY PROVIDED IN THIS ARTICLE 9 TO THE EXTENT THAT THEY APPLY TO THIRD PARTY CLAIMS. The Manager and the Project Company agree that (i) the Louisiana Oilfield Anti-Indemnity Act, LA. REV.STAT. § 9:2780, and (ii) LA. REV.STAT.2780.1, et seq., are inapplicable to this Agreement and the performance of the Services. Application of these statutory provisions to this Agreement would be contrary to the intent of the Parties, and each Party hereby irrevocably waives any contention that these statutory provisions are applicable to this Agreement or the Services. In addition, it is the intent of the Parties that in connection with the Services can only be event that either of the aforementioned statutory provisions were to apply, each Party shall provide insurance to cover the losses contemplated by such statutory provisions and assumed by each such Party under the indemnification provisions of this Agreement, and the Manager agrees that the payments made against to the Administrator and not against Manager hereunder compensate the other Indemnified Persons on a personal basisManager for the cost of premiums for the insurance provided by it under this Agreement. The Parties agree that each Party's agreement to support their indemnification obligations by insurance shall in no respect impair their indemnification obligations.

Indemnity and Limitation of Liability. To 9.1 Subject to the extent permitted by law the Trustees jointly and severally undertake and agree to indemnify each Indemnified Person against all and any costs, claims, losses, expenses, damages and liabilities whatsoever (including without limitation legal costs and expenses) that may be incurred or suffered by any Indemnified Person however arising (other than by reason of fraud or dishonesty on the part of any Indemnified Person) in connection with the provision of the Services or the performance terms of the Agreement. The Administrator accepts , the Licensor shall indemnify and hold harmless the Licensee and its employees, agents, successors and assigns from and against any and all loss, damage, liability, and expense arising from any claim brought against any such indemnified party by a third party resulting from the failure of the Licensor to comply with its obligations under this indemnity for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive Agreement. 9.2 Subject to the expiry or termination terms of the Agreement. The Administrator’s liability , the Licensee shall indemnify and hold harmless the Licensor and its employees, agents, successors and assigns from and against any and all loss, damage, liability, and expense arising from any claim brought against any such indemnified party by a third party resulting from the failure of the Licensee to comply with its obligations under this Agreement. 9.3 Notwithstanding anything to the Trustees contrary contained in respect this Agreement, the Licensor shall not be liable for the faulty execution of anything done or omitted to be done the Software nor for any damages suffered by the Administrator under the Agreement shall be limited to the amount paid out in the relevant case by the professional liability insurance of the Administrator. If the insurer makes no payment under the insuranceLicensee, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstanceswhether direct or indirect, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or for the Administrator’s liability arising as a result of fraud the malfunctioning of such Software, provided that the Licensee notifies the Licensor of such malfunction in accordance with clause 4 of the Services Schedule and the Licensor rectifies the malfunction, within a reasonable period, at no cost to the Licensee. In the event that Licensor cannot rectify the faulty execution or malfunction within such reasonable period, the Licensee may terminate this Agreement in accordance with the provisions of clause 12 and the Licensor shall be obligated to refund Licensee any portion of the License Fee paid by Licensor that corresponds to any period of time after the date of such termination. 9.4 The Licensor shall not be liable in any manner whatsoever should the Licensee attempt to correct or allow third parties to correct or attempt to correct the Software without the prior written approval of the Licensor. 9.5 Any other liability on the part of the Administrator or of any Indemnified Person. The Administrator shall not be liable for loss of profits or any indirect or consequential loss or damage Licensor arising from or in connection with any cause whatsoever is specifically excluded. Without limiting the Services. The Administrator generality of the aforegoing, the Licensor shall not be liable for any loss delay, failure, breakdown, damage or damage arising injury caused by: 9.5.1 software, programs and support services supplied by or obtained by the Licensee from third parties without the prior written consent of the Licensor; or 9.5.2 software or programs modified by the Licensee or any third party not authorised to do so in connection with any default terms of the Agreement; 9.5.3 the actions or other act or omission on the part requirements of any bank telecommunications authority or a supplier of telecommunications services or software; 9.5.4 unauthorised modification(s) to the Software by the Licensee or any third party; 9.5.5 damage to the Software caused by the Licensee; 9.5.6 neglect of the system on which the Software operates or of the operating procedure prescribed by Licensor, unless Licensor has agreed to maintain the system on which the Software operates; 9.5.7 failure of electrical power; 9.5.8 use of the Software which is other financial institution with which money has been deposited than the Use of the Software as set out in connection the Software Documentation; 9.5.9 a combination of computer hardware and/or software applications functioning in conjunction with the Services Software, where such computer hardware or otherwise. Claims software applications have not been approved, by way of a written notice to the Licensee by the Licensor as being compatible with the Software. 9.6 In no event shall either Party be liable to the other Party for loss of profits or damage for incidental, special or consequential damages arising from out of or in connection with the Services can only be made against Software or the Administrator and not against the delivery, installation, servicing, performance or use of it in combination with other Indemnified Persons on a personal basiscomputer software of mobile devices.

Indemnity and Limitation of Liability. To Subject to paragraph 9.1(c), either party’s liability for an infringement of obligations under this Agreement will be limited to damages caused intentionally or by gross negligence. In no event will either party be liable to the extent permitted other for indirect, punitive or consequential damages of any kind. Any exclusion or limitation of liability of Fairtrade ANZ includes the personal liability of employees, legal representatives and vicarious agents of the Fairtrade Group as well as the liability of the organisations in the Fairtrade Group. In any event and under all circumstances, Fairtrade ANZ’s entire and total cumulative liability to the Client for breach of any provision of this Agreement or otherwise shall never exceed the total amount paid by law the Trustees jointly Client to Fairtrade ANZ hereunder. The Client will be liable for and severally undertake indemnify Fairtrade ANZ together with its staff, consultants, agents and agree to indemnify each representatives, including its appointed Auditors (together, Indemnified Person Parties) against any and all and any liability, loss, damages, costs, claimslegal costs, losses, expenses, damages professional and liabilities whatsoever (including without limitation legal costs and expenses) that may be other expense of any nature incurred or suffered by any or all of the Indemnified Person however Parties arising (out of any dispute or contractual, tortious or other than claims or proceedings brought against any or all of the Indemnified Parties by any person claiming relief against any or all of the Indemnified Parties by reason of fraud the manufacture, distribution, importation, labelling, storage, promotion, offering for sale, sale, supply or dishonesty on the part use of any Indemnified Person) in connection with Products by the provision of the Services Client or the performance of the Agreement. The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive the expiry or termination of the Agreement. The Administrator’s liability its Subcontractors, except to the Trustees in respect extent that any such claims arise as a direct result of anything done or omitted to be done a breach of this Agreement by Fairtrade ANZ. For the Administrator under the Agreement shall be limited avoidance of doubt, no indemnity is provided to the amount paid out Client by Fairtrade ANZ pursuant to this Agreement or otherwise. Nothing in the relevant case by the professional liability insurance of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator this paragraph shall be limited restrict or limit either Party's general obligation at Law to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to mitigate a maximum liability of £40,000 provided that the Administrator does not exclude loss it may suffer or restrict its liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or for the Administrator’s liability arising incur as a result of fraud on an event that may give rise to a claim under this indemnity. Neither party will be liable in damages for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its reasonable control including, but not limited to natural disasters, Government restrictions (including the part denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the Administrator party whose performance is affected. The right to terminate will not be affected. If either party is prevented from, or delayed in, performing any duty under this Agreement, then this party shall immediately notify the other party of the event, of the duty affected, and of the expected duration of the event. If any Force Majeure event prevents or delays performance of any Indemnified Person. The Administrator shall not be liable duty under this Agreement for loss of profits or any indirect or consequential loss or damage arising from or in connection with the Services. The Administrator shall not be liable for any loss or damage arising from or in connection with any default or other act or omission more than sixty days, then either party may on the part of any bank or other financial institution with which money has been deposited in connection with the Services or otherwise. Claims for loss or damage arising from or in connection with the Services can only be made against the Administrator and not against due notification to the other Indemnified Persons on a personal basisparty terminate the Agreement.