Common use of Liability and Indemnities Clause in Contracts

Liability and Indemnities. ‌ 21.1 To the maximum extent permitted by law, the Supplier is liable for and must indemnify and hold harmless the Principal, the Principal’s Personnel, each Group Member and each of their Personnel (Indemnified Parties) from and against any and all Liabilities: (a) relating to any loss of use of, destruction or damage to any property of any kind whatsoever, including that of any third party; (b) arising out of any Claims by any person against any of the Indemnified Parties relating to: (i) any illness, injury, occupational disease or death of any person; or (ii) any infringement or alleged infringement of the Intellectual Property Rights of any person; (c) relating to any Claims brought against the Indemnified Parties by any third party; and (d) relating to any non-compliance by the Supplier or the Supplier's Personnel with, or infringement of, any Laws applicable to the Goods and/or Services, that arise out of or in connection with any negligent or unlawful act or omission of the Supplier or the Supplier's Personnel or breach of this Agreement by the Supplier, except that the Supplier's liability to the Indemnified Parties shall be reduced proportionately to the extent that any negligent or unlawful act or omission of the Indemnified Parties or breach of this Agreement by the Principal caused or contributed to the Liability. 21.2 Notwithstanding anything in this Agreement to the contrary but subject to clause 21.3, neither Party will be liable to the other for any Excluded Loss. 21.3 The limitation set out in clause 21.2 will not apply to limit, or in any way restrict the liability of the Supplier: (a) for any liability relating to any illness, injury, occupational disease or death of any person; (b) if the Liability arises from the infringement of the Intellectual Property Rights of a third party; (c) in respect of a breach of a Party's obligations under this Agreement relating to Intellectual Property Rights or confidentiality; (d) any statutory fine payable by the Principal as a result of a breach of applicable work health and safety requirements or environmental requirements under law by the Supplier or any of the Supplier's Personnel; or (e) to the extent that the loss or liability is recoverable under a policy of insurance required to be effected or maintained pursuant to this Agreement or would have been recoverable but for the Supplier's failure to comply with its insurance obligations, the terms of the policy of insurance or if it fails to diligently pursue a claim. 21.4 These indemnities are a continuing obligation, separate and independent from the other obligations of the Parties and survive termination of this Agreement. It is not necessary for any of the Indemnified Parties to incur expense or make payment before enforcing a right of indemnity conferred by this clause. 21.5 Every exemption, limitation, defence, immunity, indemnity or other benefit contained in this Agreement or otherwise to which the Principal or a Group Member is entitled will be held by the Principal as trustee for the benefit of, and will extend to protect, each of the Principal’s, and each Group Member’s Personnel.

Liability and Indemnities. ‌ 21.1 To the maximum fullest extent permitted by law, none of the General Partner, the Limited Partner, STOKR or any of their respective Affiliates, members, partners, officers, employees and legal representatives of any of them, including persons formerly serving in such capacities (each, an "Indemnified Party") will be liable to any Investor, Limited Partner or the Issuer for any costs, losses, claims, damages, liabilities, expenses (including reasonable legal and other professional fees and disbursements), judgments, fines or settlements (collectively, "Indemnified Losses") arising out of, related to or in connection with any act or omission of such Indemnified Party taken, or omitted to be taken, in connection with the Issuer and/or the Offering, except in the case any Indemnified Losses arising out of any act or omission directly attributable to fraud, gross negligence, wilful misconduct, bad faith, reckless disregard for its obligations and duties, being a "Material Misconduct". Any Indemnified Party may consult with counsels, accountants, lawyers, financial advisors, appraisers and other specialised, reputable, professional consultants in respect of affairs of the Issuer and the Offering and be fully protected and justified in any action or inaction that is taken in accordance with the advice or opinion of such persons. To the fullest extent permitted by law, the Supplier is liable for and must Issuer will indemnify and hold harmless the Principal, the Principal’s Personnel, each Group Member and each of their Personnel (Indemnified Parties) Party from and against any and all Liabilities: (a) relating to Indemnified Losses suffered or sustained by such Indemnified Party by reason of any loss of use act, omission or alleged act or omission arising out of, destruction or damage related to any property of any kind whatsoever, including that of any third party; (b) arising out of any Claims by any person against any of the Indemnified Parties relating to: (i) any illness, injury, occupational disease or death of any person; or (ii) any infringement or alleged infringement of the Intellectual Property Rights of any person; (c) relating to any Claims brought against the Indemnified Parties by any third party; and (d) relating to any non-compliance by the Supplier or the Supplier's Personnel with, or infringement of, any Laws applicable to the Goods and/or Services, that arise out of or in connection with the Issuer or the Offering, or any negligent and all claims, demands, actions, suits or unlawful act proceedings (civil, criminal, administrative or omission investigative, which includes formal and informal inquiries in connection with the Issuer's activity), actual or threatened, in which an Indemnified Party may be involved, as a party or otherwise, arising out of, related to or in connection with such Indemnified Party's service to or on behalf of, or management of the Supplier affairs or assets of, the SupplierIssuer, or which relate to the Issuer ("Proceedings") except for any Indemnified Losses that are directly attributable to Material Misconduct. The termination of a Proceeding by settlement, will not, of itself, create a presumption that such Indemnified Party's Personnel acts, omissions or breach alleged acts or omissions were directly attributable to Material Misconduct of this Agreement such Indemnified Party. Expenses (including legal and other professional fees and disbursements) incurred in any Proceeding may, with the consent of the General Partner, be paid by the Supplier, except that the Supplier's liability to the Indemnified Parties shall be reduced proportionately to the extent that any negligent or unlawful act or omission Issuer in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such Indemnified Parties or breach of this Agreement Party to repay such amount if it will ultimately be determined that such Indemnified Party is not entitled to be indemnified by the Principal caused or contributed to the LiabilityIssuer as authorised hereunder. 21.2 Notwithstanding anything in this Agreement to the contrary but subject to clause 21.3, neither Party will be liable to the other for any Excluded Loss. 21.3 The limitation set out in clause 21.2 will not apply to limit, or in any way restrict the liability of the Supplier: (a) for any liability relating to any illness, injury, occupational disease or death of any person; (b) if the Liability arises from the infringement of the Intellectual Property Rights of a third party; (c) in respect of a breach of a Party's obligations under this Agreement relating to Intellectual Property Rights or confidentiality; (d) any statutory fine payable by the Principal as a result of a breach of applicable work health and safety requirements or environmental requirements under law by the Supplier or any of the Supplier's Personnel; or (e) to the extent that the loss or liability is recoverable under a policy of insurance required to be effected or maintained pursuant to this Agreement or would have been recoverable but for the Supplier's failure to comply with its insurance obligations, the terms of the policy of insurance or if it fails to diligently pursue a claim. 21.4 These indemnities are a continuing obligation, separate and independent from the other obligations of the Parties and survive termination of this Agreement. It is not necessary for any of the Indemnified Parties to incur expense or make payment before enforcing a right of indemnity conferred by this clause. 21.5 Every exemption, limitation, defence, immunity, indemnity or other benefit contained in this Agreement or otherwise to which the Principal or a Group Member is entitled will be held by the Principal as trustee for the benefit of, and will extend to protect, each of the Principal’s, and each Group Member’s Personnel.

Liability and Indemnities. ‌ 21.1 To 10.1 Each Party shall promptly notify the maximum extent permitted by lawother, in writing, if it learns of any litigation, claim, administrative or criminal proceedings (collectively "Actions"), asserted or threatened against such Party (the "Aggrieved Party") for which such Party is entitled to indemnification hereunder from the other Party. With respect to any such Action, the Supplier is liable for other Party shall reasonably cooperate with and must provide reasonable assistance to the Aggrieved Party as the Aggrieved Party may reasonably request. Such reasonable assistance may include, without limitation, providing copies of all relevant correspondence and other materials that the Aggrieved Party may reasonably request; provided, however, that any Confidential Information so provided shall be treated in accordance with the provisions of Article 6 hereof. 10.2 Xanodyne hereby agrees to defend, indemnify and hold harmless the Principal, the Principal’s Personnel, each Group Member Manufacturer and each of its Affiliates and their Personnel (Indemnified Parties) respective officers, director and employees from and against any and all Liabilities: liabilities, claims, costs, expenses (a) relating to any including reasonable legal fees), loss of use of, destruction or damage (each a "Liability") to any property of any kind whatsoever, including that of any third party; (b) the extent arising out of any Claims by any person against any of the Indemnified Parties relating to: from (i) any illnessthe, injurymarketing, occupational disease distribution, sale or death use of any person; or Product, or (ii) Xanodyne's material breach of its representations, warranties or covenants under this Agreement or the Quality Agreement, (iii) any infringement proceedings instituted by or alleged infringement on behalf of a Third Party based upon a claim that the manufacture, use or sales of the Products infringes a Third Parry's Intellectual Property Rights of any person; (c) relating to any Claims brought against the Indemnified Parties by any third party; and (d) relating to any non-compliance by the Supplier or the Supplier's Personnel withRights, or infringement ofexcept, any Laws applicable in each case, to the Goods and/or Services, extent that arise out of or in connection with any negligent or unlawful act or omission such Liability arises as a result of the Supplier or the Supplier's Personnel or breach of this Agreement or the Quality Agreement by the SupplierManufacturer, except that the Supplier's liability to the Indemnified Parties shall be reduced proportionately in each case, to the extent that any negligent or unlawful act or omission of the Indemnified Parties or breach of this Agreement by the Principal caused or contributed to the Liability. 21.2 Notwithstanding anything in this Agreement to the contrary but subject to clause 21.3, neither Party will be liable to the other for any Excluded Loss. 21.3 The limitation set out in clause 21.2 will not apply to limit, or in any way restrict the such liability of the Supplier: (a) for any liability relating to any illness, injury, occupational disease or death of any person; (b) if the Liability arises from the infringement of the Intellectual Property Rights of a third party; (c) in respect of a breach of a Party's obligations under this Agreement relating to Intellectual Property Rights or confidentiality; (d) any statutory fine payable by the Principal as a result of a breach the negligence or wilful misconduct of applicable work health Manufacturer, its Affiliates or their respective employees, agents, or contractors.. 10.3 Manufacturer hereby agrees to defend, indemnify and safety requirements or environmental requirements under law by the Supplier or hold harmless Xanodyne and each of its Affiliates and their respective officers, directors, and employees from and against any of the Supplier's Personnel; or (e) Liabilities to the extent that the loss arising from (i) Manufacturer's breach of its representations, warranties or liability is recoverable covenants under a policy of insurance required to be effected or maintained pursuant to this Agreement or would the Quality Agreement or (ii) the negligence or wilful misconduct of Manufacturer, its affiliates or their respective employees, agents, or contractors. 10.4 No indemnity may be claimed by or given to the Party seeking to rely on such indemnity: 10.4.1 unless the Party claiming indemnity shall have been recoverable but for notified the Supplier's other Party of the relevant potential Liability upon becoming aware of such potential Liability except to the extent the failure to comply with its insurance obligations, provide such notice does not prejudice the terms indemnifying Party's ability to defend or contest any suit or claim relating to such potential Liability, 10.4.2 where the Party seeking indemnification has made any offer or any settlement without the prior written consent of the policy of insurance indemnifying Party, which consent shall not be unreasonably withheld or if it fails to diligently pursue a claim. 21.4 These indemnities are a continuing obligationdelayed, separate and independent from the other obligations of the Parties and survive termination of this Agreement. It is not necessary for any of the Indemnified Parties to incur expense or make payment before enforcing a right of indemnity conferred by this clause. 21.5 Every exemption, limitation, defence, immunity, indemnity or other benefit contained in this Agreement or otherwise to which the Principal or a Group Member is entitled will be held by the Principal as trustee for the benefit of, and will extend to protect, each of the Principal’s, and each Group Member’s Personnel.and

Liability and Indemnities. ‌ 21.1 To 11.1 Each Party shall promptly notify the maximum extent permitted by lawother, in writing, if it learns of any litigation, claim, administrative or criminal proceedings (collectively “Actions”), asserted or threatened against such Party (the “Aggrieved Party”) for which such Party is entitled to indemnification hereunder from the other Party. With respect to any such Action, the Supplier is liable for other Party shall reasonably cooperate with and must provide such reasonable assistance to such Aggrieved Party as such Aggrieved Party may reasonably request. Such reasonable assistance may include, without limitation, providing copies of all relevant correspondence and other materials that the Aggrieved Party may reasonably request; provided, however, that any Confidential Information shall be treated in accordance with the provisions of Section 7 hereof. 11.2 Axxxxx hereby agrees to defend, indemnify and hold harmless the Principal, the Principal’s Personnel, each Group Member NxStage and each of its Affiliates and their Personnel (Indemnified Parties) respective officers, directors and employees from and against any Third Party liability, claims, loss, damage, costs and all Liabilities: expenses (aincluding reasonable legal fees) relating (each a “Liability”) to any loss of use of, destruction or damage to any property of any kind whatsoever, including that of any third party; (b) the extent arising out of any Claims by any person against any of the Indemnified Parties relating to: from (i) any illnessAxxxxx’ negligence or wilful misconduct, injury, occupational disease or death of any person; or (ii) the use, application, storage, marketing, distribution or sale of Product, except, in any infringement or alleged infringement of the Intellectual Property Rights of any person; (c) relating to any Claims brought against the Indemnified Parties by any third party; and (d) relating to any non-compliance by the Supplier or the Supplier's Personnel withcase, or infringement of, any Laws applicable to the Goods and/or Services, that arise out of or in connection with any negligent or unlawful act or omission of the Supplier or the Supplier's Personnel or breach of this Agreement by the Supplier, except that the Supplier's liability to the Indemnified Parties shall be reduced proportionately to the extent that any negligent or unlawful act or omission of the Indemnified Parties or breach of this Agreement by the Principal caused or contributed to the Liability. 21.2 Notwithstanding anything in this Agreement to the contrary but subject to clause 21.3, neither Party will be liable to the other for any Excluded Loss. 21.3 The limitation set out in clause 21.2 will not apply to limit, or in any way restrict the liability of the Supplier: (a) for any liability relating to any illness, injury, occupational disease or death of any person; (b) if the such Liability arises from the infringement of the Intellectual Property Rights of a third party; (c) in respect of a breach of a Party's obligations under this Agreement relating to Intellectual Property Rights or confidentiality; (d) any statutory fine payable by the Principal as a result of a NxStage’s wilful misconduct, negligence or material breach of applicable work health this Agreement. 11.3 NxStage hereby agrees to defend, indemnify and safety requirements hold harmless Axxxxx and each of its Affiliates and their respective officers, directors, and employees from and against any Third Party Liability to the extent arising from (i) NxStage’s negligence or environmental requirements under law by wilful misconduct, or (ii) NxStage’s failure to Manufacture Product meeting the Supplier or Specifications, except, in any of the Supplier's Personnel; or (e) case, to the extent that the loss such Liability arises as a result of Axxxxx’ wilful misconduct, negligence or liability is recoverable under a policy of insurance required to be effected or maintained pursuant to this Agreement or would have been recoverable but for the Supplier's failure to comply with its insurance obligations, the terms of the policy of insurance or if it fails to diligently pursue a claim. 21.4 These indemnities are a continuing obligation, separate and independent from the other obligations of the Parties and survive termination material breach of this Agreement. It is not necessary for any . 11.4 No indemnity may be claimed by or given to the Party seeking to rely on such indemnity: 11.4.1 unless the Party claiming indemnity shall have notified the other Party of the Indemnified Parties relevant potential Liability promptly upon becoming aware of such potential Liability except to incur expense the extent the failure to provide such notice does not prejudice the indemnifying Party’s ability to defend or make payment before enforcing a contest any suit or claim relating to such potential Liability, 11.4.2 where the Party seeking indemnification has made any offer or any settlement without the prior written consent of the indemnifying Party, which consent shall not be unreasonably withheld or delayed, and 11.4.3 unless the Party seeking indemnification has allowed the indemnifying Party to assume full control of all proceedings in relation to any such potential Liability within [ * ] of having been given notice of such proceedings; provided, that (i) the Party seeking indemnification shall have the right to appoint independent counsel at its own cost to participate therein and (ii) no compromise or settlement may be effected by the indemnifying Party without the prior written consent of indemnity conferred by this clausethe other Party, which shall not be unreasonably withheld or delayed. 21.5 Every exemption, limitation, defence, immunity, indemnity 11.5 The Party seeking indemnification shall cooperate fully with the indemnifying Party and its legal representatives in the investigation and defense of any action or other benefit contained in this Agreement or otherwise claim with respect to which the Principal or a Group Member indemnification is entitled will be held by the Principal as trustee for the benefit of, and will extend to protect, each of the Principal’s, and each Group Member’s Personnelsought hereunder.