Common use of LIABILITIES AND INDEMNIFICATION Clause in Contracts

LIABILITIES AND INDEMNIFICATION. (a) IN NO EVENT, OTHER THAN FOR LIABILITY ARISING FROM THE BAD FAITH OR WILLFUL MISCONDUCT OF EXCO, SHALL EXCO BE LIABLE TO THE PARTNERSHIP GROUP, DIRECTLY OR INDIRECTLY, FOR ANY CLAIMS, DEMANDS, SUITS, LOSSES, LIABILITIES, OBLIGATIONS, PAYMENTS, COSTS, EXPENSES OR DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE, OR ANY LOST REVENUES OR PROFITS (COLLECTIVELY, "DAMAGES"), RESULTING FROM EXCO'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR THE FURNISHING, PERFORMANCE OR USE OF SERVICES PROVIDED HEREUNDER, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, REGARDLESS OF WHETHER OR NOT EXCO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING IN ANY RESPECT, EXCO SHALL FURTHERMORE NOT BE RESPONSIBLE OR LIABLE TO THE PARTNERSHIP GROUP FOR ANY DAMAGES RESULTING OR ARISING FROM ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, SERVICES, SOFTWARE, HARDWARE OR EQUIPMENT) USED TO PROVIDE SERVICES. (b) The Partnership shall indemnify and hold harmless EXCO, its subsidiaries and affiliates and their employees, officers, directors and agents (each, an "EXCO Indemnified Party") from and against any all third party claims for Damages, as incurred by any EXCO Indemnified Party, relating to or arising out of the provision of Services by EXCO pursuant to this Agreement, except to the extent that it is finally judicially determined that such Damages resulted from the bad faith or willful misconduct of such EXCO Indemnified Party. The Partnership shall also reimburse each EXCO Indemnified Party promptly upon request for all reasonable expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit, proceeding or investigation (each and collectively, an "Action"), directly or indirectly, arising out of, or relating to, this Agreement or the Services, whether or not pending or threatened and whether or not any EXCO Indemnified Party is a party to such Action.

LIABILITIES AND INDEMNIFICATION. (a) IN NO EVENTLESSEE SHALL INDEMNIFY AND HOLD LESSOR HARMLESS FROM AND AGAINST ANY LIABILITY, OTHER THAN FOR LIABILITY ARISING FROM THE BAD FAITH OR WILLFUL MISCONDUCT LOSS, CLAIM, SUIT, CAUSE OF EXCOACTION, SHALL EXCO BE LIABLE TO THE PARTNERSHIP GROUPJUDGMENT, DIRECTLY OR INDIRECTLYLIEN, FOR ANY CLAIMSPENALTY, DEMANDSFINE, SUITSDAMAGE, LOSSESLIABILITY, LIABILITIESDEFICIENCY, OBLIGATIONS, PAYMENTS, COSTS, EXPENSES OR DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE, OR ANY LOST REVENUES OR PROFITS (COLLECTIVELY, "DAMAGES"), RESULTING FROM EXCO'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR THE FURNISHING, PERFORMANCE OR USE OF SERVICES PROVIDED HEREUNDER, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, REGARDLESS OF WHETHER OR NOT EXCO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING IN ANY RESPECT, EXCO SHALL FURTHERMORE NOT BE RESPONSIBLE OR LIABLE TO THE PARTNERSHIP GROUP FOR ANY DAMAGES RESULTING OR ARISING FROM ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY COST AND EXPENSE (INCLUDING, WITHOUT LIMITATION, SERVICESTHE DEFENSE OF ALL OF THE AFORESAID, SOFTWARECOURT COSTS, HARDWARE REASONABLE ATTORNEYS’ FEES AND COSTS OF INVESTIGATION) OF ANY NATURE, KIND OR EQUIPMENTDESCRIPTION SUFFERED OR INCURRED BY LESSOR AND/OR THE LEASED PREMISES ARISING OUT OF, OR CAUSED BY OR RESULTING FROM (OR ALLEGED TO ARISE OUT OF, BE CAUSED BY OR RESULT FROM) USED (IN WHOLE OR IN PART) ANY ACT OR OMISSION OF LESSEE OR LESSEE’S OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, EMPLOYEES, INDEPENDENT CONTRACTORS, GUESTS AND INVITEES, OR ANY INJURY TO PROVIDE SERVICES. (b) The Partnership shall indemnify and hold harmless EXCOOR DEATH OF ANY PERSON OR PERSONS OR DAMAGE TO OR DESTRUCTION OF THE PROPERTY OF ANY PERSON OR PERSONS OCCURRING IN, its subsidiaries and affiliates and their employeesON OR ABOUT THE LEASED PREMISES AND FOR ANY BREACH OF THIS LEASE. LESSEE AGREES TO USE AND OCCUPY THE LEASED PREMISES AND PLACE ITS IMPROVEMENTS THEREIN AND THEREON AT ITS OWN RISK. LESSEE SHALL BE RESPONSIBLE FOR THE SAFETY AND WELL-BEING OF LESSEE’S OFFICERS, officersDIRECTORS, directors and agents (eachREPRESENTATIVES, an "EXCO Indemnified Party") from and against any all third party claims AGENTS, EMPLOYEES, INDEPENDENT CONTRACTORS, GUESTS AND INVITEES AT OR ABOUT THE LEASED PREMISES. THE FOREGOING INDEMNITIES SHALL SURVIVE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. This provision does not apply to indemnification by Lessee for DamagesHazardous Materials Claims, as incurred by any EXCO Indemnified Party, relating to or arising out of the provision of Services by EXCO pursuant to this Agreement, except to the extent that it is finally judicially determined that such Damages resulted from the bad faith or willful misconduct of such EXCO Indemnified Party. The Partnership shall also reimburse each EXCO Indemnified Party promptly upon request for all reasonable expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense ofEnvironmental Costs, or providing evidence inissues involving violations or alleged violations of Hazardous Materials Laws, any action, claim, suit, proceeding or investigation (each and collectively, an "Action"which are exclusively dealt with in Section 6(c), directly or indirectly, arising out of, or relating to, this Agreement or the Services, whether or not pending or threatened and whether or not any EXCO Indemnified Party is a party to such Action.

LIABILITIES AND INDEMNIFICATION. (a) IN NO EVENT, OTHER THAN FOR LIABILITY ARISING FROM THE BAD FAITH OR WILLFUL MISCONDUCT OF EXCO, SHALL EXCO BE LIABLE TO THE PARTNERSHIP GROUP, DIRECTLY OR INDIRECTLY, FOR ANY CLAIMS, DEMANDS, SUITS, LOSSES, LIABILITIES, OBLIGATIONS, PAYMENTS, COSTS, EXPENSES OR DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE, OR ANY LOST REVENUES OR PROFITS (COLLECTIVELY, "DAMAGES"), RESULTING FROM EXCO'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR THE FURNISHING, PERFORMANCE OR USE OF SERVICES PROVIDED HEREUNDER, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, REGARDLESS OF WHETHER OR NOT EXCO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING IN ANY RESPECT, AND OTHER THAN FOR LIABILITY ARISING FROM THE BAD FAITH OR WILLFUL MISCONDUCT OF EXCO SHALL FURTHERMORE NOT BE RESPONSIBLE OR LIABLE TO THE PARTNERSHIP GROUP FOR ANY DAMAGES RESULTING OR ARISING FROM ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, SERVICES, SOFTWARE, HARDWARE OR EQUIPMENT) USED TO PROVIDE SERVICES. (b) The Partnership shall indemnify and hold harmless EXCO, its subsidiaries and affiliates and their employees, officers, directors and agents (each, an "EXCO Indemnified Party") from and against any all third party claims for Damages, as incurred by any EXCO Indemnified Party, relating to or arising out of the provision of Services by EXCO pursuant to this Agreement, except to the extent that it is finally judicially determined that such Damages resulted from the bad faith or willful misconduct of such EXCO Indemnified Party. The Partnership shall also reimburse each EXCO Indemnified Party promptly upon request for all reasonable expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit, proceeding or investigation (each and collectively, an "Action"), directly or indirectly, arising out of, or relating to, this Agreement or the Services, whether or not pending or threatened and whether or not any EXCO Indemnified Party is a party to such Action. (c) EXCO shall indemnify and hold harmless each member of the Partnership Group, its subsidiaries and affiliates and their employees, officers, directors and agents (each, a "Partnership Group Indemnified Party") from and against any all third party claims for Damages, as incurred by any Partnership Group Indemnified Party, relating to or arising out of the bad faith or willful misconduct of EXCO in the provision of Services by EXCO pursuant to this Agreement. EXCO shall also reimburse each Partnership Group Indemnified Party promptly upon request for all reasonable expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any Action, directly or indirectly, arising out of, or relating to, the bad faith or willful misconduct of EXCO under this Agreement or the Services, whether or not pending or threatened and whether or not any Partnership Group Indemnified Party is a party to such Action.

LIABILITIES AND INDEMNIFICATION. (a) IN NO EVENT, OTHER THAN FOR LIABILITY ARISING FROM THE BAD FAITH OR WILLFUL MISCONDUCT OF EXCOAN APPLICABLE EXCO OPERATOR, SHALL AN APPLICABLE EXCO OPERATOR BE LIABLE TO THE PARTNERSHIP GROUPPARTNERSHIP, DIRECTLY OR INDIRECTLY, FOR ANY CLAIMS, DEMANDS, SUITS, LOSSES, LIABILITIES, OBLIGATIONS, PAYMENTS, COSTS, EXPENSES OR DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE, OR ANY LOST REVENUES OR PROFITS (COLLECTIVELY, "DAMAGES"), RESULTING FROM EXCOTHE APPLICABLE EXCO OPERATOR'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR ANY THIRD PARTY OPERATING AGREEMENT, OR THE FURNISHING, PERFORMANCE OR USE OF SERVICES PROVIDED HEREUNDERIN SUCH AGREEMENTS, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, REGARDLESS OF WHETHER OR NOT EXCO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING IN ANY RESPECTRESPECT AND OTHER THAN FOR LIABILITY ARISING FROM THE BAD FAITH OR WILLFUL MISCONDUCT OF THE APPLICABLE EXCO OPERATOR, THE APPLCIABLE EXCO OPERATOR SHALL FURTHERMORE NOT BE RESPONSIBLE OR LIABLE TO THE PARTNERSHIP GROUP FOR ANY DAMAGES RESULTING OR ARISING FROM ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, SERVICES, SOFTWARE, HARDWARE OR EQUIPMENT) USED TO PROVIDE SERVICES. (b) The Applicable Partnership Parties shall indemnify and hold harmless EXCOthe Applicable EXCO Operators, its their subsidiaries and affiliates and their employees, officers, directors and agents (each, an "EXCO Indemnified Party") from and against any all third party claims for Damages, as incurred by any EXCO Indemnified Party, relating to or arising out of the provision of Services services by the Applicable EXCO Operators pursuant to this Agreement or any Third Party Operating Agreement, except to the extent that it is finally judicially determined that such Damages resulted from the bad faith or willful misconduct of such EXCO Indemnified Party. The Applicable Partnership Parties shall also reimburse each EXCO Indemnified Party promptly upon request for all reasonable expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit, proceeding or investigation (each and collectively, an "Action"), directly or indirectly, arising out of, or relating to, this Agreement, any Third Party Operating Agreement or the Servicesservices provided pursuant to such agreements, whether or not pending or threatened and whether or not any EXCO Indemnified Party is a party to such Action.

LIABILITIES AND INDEMNIFICATION. (a) IN NO EVENT, OTHER THAN FOR LIABILITY ARISING FROM THE BAD FAITH OR WILLFUL MISCONDUCT OF EXCORNRC, SHALL EXCO RNRC BE LIABLE TO THE PARTNERSHIP GROUP, DIRECTLY OR INDIRECTLY, FOR ANY CLAIMS, DEMANDS, SUITS, LOSSES, LIABILITIES, OBLIGATIONS, PAYMENTS, COSTS, EXPENSES OR DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE, OR ANY LOST REVENUES OR PROFITS (COLLECTIVELY, "“DAMAGES"”), RESULTING FROM EXCO'S RNRC’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR THE FURNISHING, PERFORMANCE OR USE OF SERVICES PROVIDED HEREUNDER, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, REGARDLESS OF WHETHER OR NOT EXCO RNRC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING IN ANY RESPECT, EXCO RNRC SHALL FURTHERMORE NOT BE RESPONSIBLE OR LIABLE TO THE PARTNERSHIP GROUP FOR ANY DAMAGES RESULTING OR ARISING FROM ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, SERVICES, SOFTWARE, HARDWARE OR EQUIPMENT) USED TO PROVIDE SERVICES. (b) The Partnership Group shall jointly and severally indemnify and hold harmless EXCORNRC, its subsidiaries and affiliates and their employees, officers, directors directors, managers, members, representatives and agents (each, an "EXCO “RNRC Indemnified Party"”) from and against any and all (i) third party claims for Damages, as incurred by any EXCO RNRC Indemnified Party, relating to or arising out of the provision of Services by EXCO RNRC pursuant to this Agreement, or (ii) a reasonable allocation of Damages suffered by an RNRC Indemnified Party in the conduct of its business to the extent such Damages are not the sole result of activity for the benefit of a party or parties other than the Partnership Group, in either case, except to the extent that it is finally judicially determined that such Damages resulted from the bad faith or willful misconduct of such EXCO RNRC Indemnified Party. The Partnership shall also reimburse each EXCO RNRC Indemnified Party promptly upon request for all reasonable expenses (including reasonable attorneys' ’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit, proceeding or investigation (each and collectively, an "“Action"”), directly or indirectly, arising out of, or relating to, this Agreement or the Services, as related to any matter with respect to which indemnification applies under this Agreement, whether or not pending or threatened and whether or not any EXCO RNRC Indemnified Party is a party to such Action. (c) RNRC shall indemnify and hold harmless each member of the Partnership Group, its subsidiaries and affiliates and their employees, officers, directors , managers, members, representatives and agents (each, a “Partnership Group Indemnified Party”) from and against any all third party claims for Damages, as incurred by any Partnership Group Indemnified Party, relating to or arising out of the bad faith or willful misconduct of RNRC in the provision of Services by RNRC pursuant to this Agreement. RNRC shall also reimburse each Partnership Group Indemnified Party promptly upon request for all reasonable expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any Action, directly or indirectly, arising out of, or relating to, the bad faith or willful misconduct of RNRC under this Agreement or the Services, as related to any matter with respect to which indemnification applies under this Agreement, whether or not pending or threatened and whether or not any Partnership Group Indemnified Party is a party to such Action. The Partnership Group Indemnified Party to whom any such reasonable expenses are paid shall reimburse RNRC for any such expenses immediately upon the settlement or final judicial determination of the matter unless it there is a final judicial determination that the claim arose as a result of the bad faith or willful misconduct of RNRC.

LIABILITIES AND INDEMNIFICATION. (a) IN NO EVENT, OTHER THAN FOR LIABILITY ARISING FROM THE BAD FAITH OR WILLFUL MISCONDUCT OF EXCOAN APPLICABLE EXCO OPERATOR, SHALL AN APPLICABLE EXCO OPERATOR BE LIABLE TO THE PARTNERSHIP GROUPPARTNERSHIP, DIRECTLY OR INDIRECTLY, FOR ANY CLAIMS, DEMANDS, SUITS, LOSSES, LIABILITIES, OBLIGATIONS, PAYMENTS, COSTS, EXPENSES OR DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE, OR ANY LOST REVENUES OR PROFITS (COLLECTIVELY, "DAMAGES"), RESULTING FROM EXCOTHE APPLICABLE EXCO OPERATOR'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR ANY THIRD PARTY OPERATING AGREEMENT, OR THE FURNISHING, PERFORMANCE OR USE OF SERVICES PROVIDED HEREUNDERIN SUCH AGREEMENTS, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, REGARDLESS OF WHETHER OR NOT EXCO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING IN ANY RESPECTRESPECT AND OTHER THAN FOR LIABILITY ARISING FROM THE BAD FAITH OR WILLFUL MISCONDUCT OF THE APPLICABLE EXCO OPERATOR, THE APPLCIABLE EXCO OPERATOR SHALL FURTHERMORE NOT BE RESPONSIBLE OR LIABLE TO THE PARTNERSHIP GROUP FOR ANY DAMAGES RESULTING OR ARISING FROM ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, SERVICES, SOFTWARE, HARDWARE OR EQUIPMENT) USED TO PROVIDE SERVICES. (b) The Applicable Partnership Parties shall indemnify and hold harmless EXCOthe Applicable EXCO Operators, its their subsidiaries and affiliates and their employees, officers, directors and agents (each, an "EXCO Indemnified Party") from and against any all third party claims for Damages, as incurred by any EXCO Indemnified Party, relating to or arising out of the provision of Services services by the Applicable EXCO Operators pursuant to this Agreement or any Third Party Operating Agreement, except to the extent that it is finally judicially determined that such Damages resulted from the bad faith or willful misconduct of such EXCO Indemnified Party. The Applicable Partnership Parties shall also reimburse each EXCO Indemnified Party promptly upon request for all reasonable expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit, proceeding or investigation (each and collectively, an "Action"), directly or indirectly, arising out of, or relating to, this Agreement, any Third Party Operating Agreement or the Servicesservices provided pursuant to such agreements, whether or not pending or threatened and whether or not any EXCO Indemnified Party is a party to such Action. (c) The Applicable EXCO Operators shall indemnify and hold harmless each of the Applicable Partnership Parties and their affiliates and employees, officers, directors and agents (each, a "Partnership Group Indemnified Party") from and against any all third party claims for Damages, as incurred by any Partnership Group Indemnified Party, relating to or arising out of the bad faith or willful misconduct of such Applicable EXCO Operator in the provision of services by the Applicable EXCO Operators pursuant to this Agreement or any Third Party Operating Agreement. The Applicable EXCO Operators shall also reimburse each Partnership Group Indemnified Party promptly upon request for all reasonable expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any Action, directly or indirectly, arising out of, or relating to, the bad faith or willful misconduct of EXCO under this Agreement any Third Party Operating Agreement or the services provided pursuant to such agreements, whether or not pending or threatened and whether or not any Partnership Group Indemnified Party is a party to such Action.