Common use of Indemnity; Limitation of Liability Clause in Contracts

Indemnity; Limitation of Liability. (a) CompleteHome shall indemnify and hold harmless Century 21 and its affiliates, officers, directors, employees, agents, successors and assigns from any claims, damages, liabilities, losses, government procedures and costs, including reasonable attorneys' fees and costs of suit, arising from any third party claims for (i) CompleteHome's or its employees' or agents' failure to comply with applicable laws and regulations, negligence or willful misconduct in connection with the performance of this Agreement, or misrepresentation, or breach of any warranty, obligation or covenant of this Agreement and (ii) libel, slander or defamation or violation (or misappropriation) of intellectual property rights, privacy rights, publicity rights or similar rights arising from any content or advertising placed or displayed on the System web site, Internet Portal or other approved web site only to the extent that such content or advertising is furnished by CompleteHome. In no event shall the indemnity obligation set forth in this subsection (a) apply to any information (including content) furnished to CompleteHome by Century 21. (b) Century 21 shall indemnify and hold harmless CompleteHome and its affiliates, officers, directors, employees, agents, successors and assigns from any claims, damages, liabilities, losses, government procedures and costs, including reasonable attorneys' fees and costs of suit, arising from third party claims for (i) Century 21's or its employees' or agents' failure to comply with applicable laws and regulations, negligence or willful misconduct in connection with the performance of this Agreement, misrepresentation or breach of any warranty, obligation or covenant of this Agreement and (ii) libel, slander or defamation or violation (or misappropriation) of intellectual property rights, privacy rights, publicity rights or similar rights arising from any content or advertising placed or displayed on the System web site, Internet Portal or other approved web site only to the extent that such content or advertising is furnished by Century 21. In no event shall the indemnity obligation set forth in this subsection (b) apply to or include the acts or omissions of any broker or agent of the System or apply to any information (including content) furnished to Century 21 by CompleteHome. (c) In the event that the indemnified party is required to respond to any claim, action, demand or proceeding, the indemnifying party will, upon reasonable notification, respond and defend the indemnified party against such claims and demands in any such actions or proceedings pursuant to its indemnity obligations under this Section 6. In the event that the indemnifying party fails to defend the indemnified party, the indemnifying party will reimburse the indemnified party for all reasonable costs and expenses, including reasonable attorneys' fees, incurred by the indemnified party. (d) Neither party shall be responsible to the other for any indirect, special or consequential damages under any tort including lost profits or interruption of business (regardless of whether a party has been advised of the possibility of or could have foreseen such damages). Notwithstanding the foregoing, the limitation of liability provided under this subsection (d) shall not apply with respect to (i) third party claims and/or (ii) the willful misconduct or gross negligence of a party. (e) This Section 6 and the rights, remedies, obligations and limitations of the parties under such Section shall survive termination or expiration of this Agreement.

Indemnity; Limitation of Liability. (a) CompleteHome Company shall indemnify and hold harmless Century 21 Getko and its affiliatesAffiliates (including Cendant), officers, directors, employees, agents, successors and assigns from any claims, damages, liabilities, losses, government procedures and costs, including reasonable attorneys' fees and costs of suit, arising from any third party claims for (i) CompleteHomeCompany's or its employees' or agents' failure to comply with applicable laws and regulations, negligence or willful misconduct in connection with the performance of this Agreementmisconduct, or misrepresentation, or breach of any warranty, obligation or covenant of this Agreement and (ii) libel, slander or defamation or violation (or misappropriation) of intellectual property rights, privacy rights, publicity rights or similar rights arising from any content or advertising placed or displayed on the System web siteCompany Web Site, Internet Portal or other approved web site Web Site only to the extent that such content or advertising is furnished by CompleteHomeCompany. In no event shall the indemnity obligation set forth in this subsection (a) apply to any information (including content) furnished to CompleteHome Company by Century 21Getko, provided Company has been authorized to use such information and has used such information in accordance with Getko's approval. (b) Century 21 Getko shall indemnify and hold harmless CompleteHome Company and its affiliatesAffiliates (including Cendant), officers, directors, employees, agents, successors and assigns from any claims, damages, liabilities, losses, government procedures and costs, including reasonable attorneys' fees and costs of suit, arising from third party claims for (i) Century 21Getko's or its employees' or agents' failure to comply with applicable laws and regulations, negligence or willful misconduct in connection with the performance of this Agreementmisconduct, misrepresentation or breach of any warranty, obligation or covenant of this Agreement and (ii) libel, slander or defamation or violation (or misappropriation) of intellectual property rights, privacy rights, publicity rights or similar rights arising from any content or advertising placed or displayed on the System web siteCompany Web Site, Internet Portal or other approved web site Web Site only to the extent that such content or advertising is furnished by Century 21Getko. In no event shall the indemnity obligation set forth in this subsection (b) apply to or include the acts or omissions of any broker or agent of the System Merchant or apply to any information (including content) furnished to Century 21 Getko by CompleteHomeCompany, provided Getko has been authorized to use such information and has used such information in accordance with Company's approval. (c) In the event that the indemnified party is required to respond to any claim, action, demand or proceeding, the indemnifying party will, upon reasonable notification, respond and defend the indemnified party against such claims and demands in any such actions or proceedings pursuant to its indemnity obligations under this Section 67. In the event that the indemnifying party fails to defend the indemnified party, the indemnifying party will reimburse the indemnified party for all reasonable costs and expenses, including reasonable attorneys' fees, incurred by the indemnified party. (d) Neither party shall be responsible to the other for any indirect, special or consequential damages under any tort (including lost profits or interruption of business (business) regardless of whether a party has been advised of the possibility of or could have foreseen such damages). Notwithstanding the foregoing, the limitation of liability provided under this subsection (d) shall not apply with respect to (i) third party claims and/or (ii) the willful misconduct or gross negligence of a party. (e) This Section 6 and the rights, remedies, obligations and limitations of the parties under such this Section shall survive termination or expiration of this Agreement.

Indemnity; Limitation of Liability. (a) CompleteHome Company shall indemnify and hold harmless Century 21 Getko and its affiliatesAffiliates (including Cendant), officers, directors, employees, agents, successors and assigns from any claims, damages, liabilities, losses, government procedures and costs, including reasonable attorneys' fees and costs of suit, arising from any third party claims for (i) CompleteHomeCompany's or its employees' or agents' failure to comply with applicable laws and regulations, negligence or willful misconduct in connection with the performance of this Agreementmisconduct, or misrepresentation, or breach of any warranty, obligation or covenant of this Agreement and (ii) libel, slander or defamation or violation (or misappropriation) of intellectual property rights, privacy rights, publicity rights or similar rights arising from any content or advertising placed or displayed on the System web site, Internet Portal or other approved web site Web Site only to the extent that such content or advertising is furnished by CompleteHomeCompany. In no event shall the indemnity obligation set forth in this subsection (a) apply to any information (including content) furnished to CompleteHome Company by Century 21Getko, provided Company has been authorized to use such information and has used such information in accordance with Getko's approval. (b) Century 21 Getko shall indemnify and hold harmless CompleteHome Company and its affiliatesAffiliates (including Cendant), officers, directors, employees, agents, successors and assigns from any claims, damages, liabilities, losses, government procedures and costs, including reasonable attorneys' fees and costs of suit, arising from third party claims for (i) Century 21Getko's or its employees' or agents' failure to comply with applicable laws and regulations, negligence or willful misconduct in connection with the performance of this Agreementmisconduct, misrepresentation or breach of any warranty, obligation or covenant of this Agreement and (ii) libel, slander or defamation or violation (or misappropriation) of intellectual property rights, privacy rights, publicity rights or similar rights arising from any content or advertising placed or displayed on the System web site, Internet Portal or other approved web site Web Site only to the extent that such content or advertising is furnished by Century 21Getko. In no event shall the indemnity obligation set forth in this subsection (b) apply to or include the acts or omissions of any broker or agent of the System Merchant or apply to any information (including content) furnished to Century 21 Getko by CompleteHomeCompany, provided Getko has been authorized to use such information and has used such information in accordance with Company's approval. (c) In the event that the indemnified party is required to respond to any claim, action, demand or proceeding, the indemnifying party will, upon reasonable notification, respond and defend the indemnified party against such claims and demands in any such actions or proceedings pursuant to its indemnity obligations under this Section 67. In the event that the indemnifying party fails to defend the indemnified party, the indemnifying party will reimburse the indemnified party for all reasonable costs and expenses, including reasonable attorneys' fees, incurred by the indemnified party. (d) Neither party shall be responsible to the other for any indirect, special or consequential damages under any tort (including lost profits or interruption of business (business) regardless of whether a party has been advised of the possibility of or could have foreseen such damages). Notwithstanding the foregoing, the limitation of liability provided under this subsection (d) shall not apply with respect to (i) third party claims and/or (ii) the willful misconduct or gross negligence of a party. (e) This Section 6 and the rights, remedies, obligations and limitations of the parties under such this Section shall survive termination or expiration of this Agreement.

Indemnity; Limitation of Liability. (a) CompleteHome shall indemnify and hold harmless Century 21 ERA and its affiliates, officers, directors, employees, agents, successors and assigns from any claims, damages, liabilities, losses, government procedures and costs, including reasonable attorneys' fees and costs of suit, arising from any third party claims for (i) CompleteHome's or its employees' or agents' failure to comply with applicable laws and regulations, negligence or willful misconduct in connection with the performance of this Agreement, or misrepresentation, or breach of any warranty, obligation or covenant of this Agreement and (ii) libel, slander or defamation or violation (or misappropriation) of intellectual property rights, privacy rights, publicity rights or similar rights arising from any content or advertising placed or displayed on the System web site, Internet Portal or other approved web site only to the extent that such content or advertising is furnished by CompleteHome. In no event shall the indemnity obligation set forth in this subsection (a) apply to any information (including content) furnished to CompleteHome by Century 21ERA. (b) Century 21 ERA shall indemnify and hold harmless CompleteHome and its affiliates, officers, directors, employees, agents, successors and assigns from any claims, damages, liabilities, losses, government procedures and costs, including reasonable attorneys' fees and costs of suit, arising from third party claims for (i) Century 21ERA's or its employees' or agents' failure to comply with applicable laws and regulations, negligence or willful misconduct in connection with the performance of this Agreement, misrepresentation or breach of any warranty, obligation or covenant of this Agreement and (ii) libel, slander or defamation or violation (or misappropriation) of intellectual property rights, privacy rights, publicity rights or similar rights arising from any content or advertising placed or displayed on the System web site, Internet Portal or other approved web site only to the extent that such content or advertising is furnished by Century 21ERA. In no event shall the indemnity obligation set forth in this subsection (b) apply to or include the acts or omissions of any broker or agent of the System or apply to any information (including content) furnished to Century 21 ERA by CompleteHome. (c) In the event that the indemnified party is required to respond to any claim, action, demand or proceeding, the indemnifying party will, upon reasonable notification, respond and defend the indemnified party against such claims and demands in any such actions or proceedings pursuant to its indemnity obligations under this Section 6. In the event that the indemnifying party fails to defend the indemnified party, the indemnifying party will reimburse the indemnified party for all reasonable costs and expenses, including reasonable attorneys' fees, incurred by the indemnified party. (d) Neither party shall be responsible to the other for any indirect, special or consequential damages under any tort including lost profits or interruption of business (regardless of whether a party has been advised of the possibility of or could have foreseen such damages). Notwithstanding the foregoing, the limitation of liability provided under this subsection (d) shall not apply with respect to (i) third party claims and/or (ii) the willful misconduct or gross negligence of a party. (e) This Section 6 and the rights, remedies, obligations and limitations of the parties under such Section shall survive termination or expiration of this Agreement.

Indemnity; Limitation of Liability. (a) CompleteHome 7.1. The Company shall indemnify and hold harmless Century 21 and its affiliateskeep indemnified Service Provider against all losses, officerscosts, directors, employees, agents, successors and assigns from any claims, damages, liabilities, lossesdamages and expenses which Service Provider or its designee (as applicable) may sustain, government procedures incur or suffer by reason of holding the Registration on behalf of Company under Clause 3.5 or Company’s breach of this Agreement except to the extent 7.2. The Company represents and costs, including reasonable attorneys' fees and costs of suit, arising from any third party claims for warrants to Service Provider that: (i) CompleteHome's or its employees' or agents' failure to comply with applicable laws the best knowledge of Company, the documents provided to Service Provider hereunder are true, accurate and regulations, negligence or willful misconduct complete in connection with the performance of this Agreement, or misrepresentation, or breach of any warranty, obligation or covenant of this Agreement all material respect; and (ii) libel, slander or defamation or violation (or misappropriation) of intellectual property rights, privacy rights, publicity rights or similar rights arising from any content or advertising placed or displayed on the System web site, Internet Portal or other approved web site only Preparations shall conform to the extent that chemical composition of such content or advertising is furnished by CompleteHomePreparations as described in their respective specifications. In no event shall the indemnity obligation set forth in this subsection (a) apply to any information (including content) furnished to CompleteHome by Century 21. (b) Century 21 The Company shall indemnify and hold harmless CompleteHome and its affiliateskeep indemnified the Service Provider against all losses, officerscosts, directors, employees, agents, successors and assigns from any claims, damages, liabilities, lossesdamages and expenses which Service Provider may sustain, government procedures incur or suffer as a result of any of the Company’s representations and costs, including reasonable attorneys' fees warranties under this Agreement being untrue. 7.3. Service Provider represents and costs of suit, arising from third party claims for warrants to Company that: (i) Century 21's Service Provider has obtained and will maintain in full force and effect all licenses, approvals, permits, registrations, qualifications and authorizations (including, without limitation, the License to Operate) to carry out and perform its obligations (especially holding the Registration on behalf of Company) hereunder. Service Provider shall indemnify and keep indemnified Company against all losses, costs, claims, liabilities, damages and expenses which Company may sustain, incur or its employees' or agents' failure to comply with applicable laws suffer as a result of (i) any of the Service Provider’s representations and regulations, negligence or willful misconduct in connection with the performance warranties under this Agreement being untrue; (ii) Service Provider’s breach of this Agreement. 7.4. Notwithstanding any other provision in this Agreement, misrepresentation under no circumstances whatsoever will the Company or breach of any warranty, obligation or covenant of Service Provider be liable to each other under this Agreement and (ii) libel, slander or defamation or violation (or misappropriation) of intellectual property rights, privacy rights, publicity rights or similar rights arising from any content or advertising placed or displayed on the System web site, Internet Portal or other approved web site only to the extent that such content or advertising is furnished by Century 21. In no event shall the indemnity obligation set forth in this subsection (b) apply to or include the acts or omissions of any broker or agent of the System or apply to any information (including content) furnished to Century 21 by CompleteHome. (c) In the event that the indemnified party is required to respond to any claim, action, demand or proceeding, the indemnifying party will, upon reasonable notification, respond and defend the indemnified party against such claims and demands in any such actions or proceedings pursuant to its indemnity obligations under this Section 6. In the event that the indemnifying party fails to defend the indemnified party, the indemnifying party will reimburse the indemnified party for all reasonable costs and expenses, including reasonable attorneys' fees, incurred by the indemnified party. (d) Neither party shall be responsible to the other for any punitive, exemplary, indirect, incidental, special or consequential damages, whether foreseeable or unforeseeable and whether based upon lost goodwill, lost revenue, income or profits, loss of use of money, work stoppage, impairment of other assets, or otherwise and whether arising out of breach of warranty, breach of contract, strict liability in tort, negligence, misrepresentation or otherwise. The foregoing shall not, however, apply to any intentional misconduct or any acts of fraud by either Party. 7.5. With respect to any Services which a fee is chargeable by Service Provider, Service Provider's aggregate liability for all losses and damages under any arising from or relating to its performance of such Services, whether arising in contract, tort including lost profits or interruption otherwise, during a Contract Year shall not exceed the total fees received by Service Provider from the Company during the immediately preceding Contract Year for such Services, or if a full Contract Year has not lapsed prior to the date of business (regardless of whether a party has been advised such claim, an amount equal to the total fees received by Service Provider from the Company for such Services since the commencement of the possibility Initial Term up to the date of or could have foreseen the event giving rise to such damages)loss and/or damage, extrapolated over 12 months. Notwithstanding the foregoing, the The foregoing limitation of liability provided under this subsection (d) shall not apply with respect to (i) third party claims and/or (ii) the willful any intentional misconduct or gross negligence any acts of a partyfraud by Service Provider. (e) This Section 6 and the rights, remedies, obligations and limitations of the parties under such Section shall survive termination or expiration of this Agreement.

Indemnity; Limitation of Liability. (a) CompleteHome shall indemnify and hold harmless Century 21 Coldwell Banker and its affiliates, officers, directors, employees, agents, successors and assigns from any claims, damages, liabilities, losses, government procedures and costs, including reasonable attorneys' fees and costs of suit, arising from any third party claims for (i) CompleteHome's or its employees' or agents' failure to comply with applicable laws and regulations, negligence or willful misconduct in connection with the performance of this Agreement, or misrepresentation, or breach of any warranty, obligation or covenant of this Agreement and (ii) libel, slander or defamation or violation (or misappropriation) of intellectual property rights, privacy rights, publicity rights or similar rights arising from any content or advertising placed or displayed on the System web site, Internet Portal or other approved web site only to the extent that such content or advertising is furnished by CompleteHome. In no event shall the indemnity obligation set forth in this subsection (a) apply to any information (including content) furnished to CompleteHome by Century 21Coldwell Banker. (b) Century 21 Coldwell Banker shall indemnify and hold harmless CompleteHome and its affiliates, officers, directors, employees, agents, successors and assigns from any claims, damages, liabilities, losses, government procedures and costs, including reasonable attorneys' fees and costs of suit, arising from third party claims for (i) Century 21Coldwell Banker's or its employees' or agents' failure to comply with applicable laws and regulations, negligence or willful misconduct in connection with the performance of this Agreement, misrepresentation or breach of any warranty, obligation or covenant of this Agreement and (ii) libel, slander or defamation or violation (or misappropriation) of intellectual property rights, privacy rights, publicity rights or similar rights arising from any content or advertising placed or displayed on the System web site, Internet Portal or other approved web site only to the extent that such content or advertising is furnished by Century 21Coldwell Banker. In no event shall the indemnity obligation set forth in this subsection (b) apply to or include the acts or omissions of any broker or agent of the System or apply to any information (including content) furnished to Century 21 Coldwell Banker by CompleteHome. (c) In the event that the indemnified party is required to respond to any claim, action, demand or proceeding, the indemnifying party will, upon reasonable notification, respond and defend the indemnified party against such claims and demands in any such actions or proceedings pursuant to its indemnity obligations under this Section 6. In the event that the indemnifying party fails to defend the indemnified party, the indemnifying party will reimburse the indemnified party for all reasonable costs and expenses, including reasonable attorneys' fees, incurred by the indemnified party. (d) Neither party shall be responsible to the other for any indirect, special or consequential damages under any tort including lost profits or interruption of business (regardless of whether a party has been advised of the possibility of or could have foreseen such damages). Notwithstanding the foregoing, the limitation of liability provided under this subsection (d) shall not apply with respect to (i) third party claims and/or (ii) the willful misconduct or gross negligence of a party. (e) This Section 6 and the rights, remedies, obligations and limitations of the parties under such Section shall survive termination or expiration of this Agreement.