Common use of Liability & Indemnity Clause in Contracts

Liability & Indemnity. 4.1 Licensee hereby assumes risk of and agrees to indemnify, defend, protect and save the Railroad Indemnitees harmless from and against (a) injury to or death of any person or persons whomsoever, including but not limited to the agents, employees or contractor(s) of the parties hereto, and (b) the loss or damage to any property whatsoever, including property claims, demands, suits, judgments or expenses incurred in connection therewith, resulting from or arising out of the acts or omissions of Licensee, its agents, employees or contractor(s), or resulting from, arising out of, or occurring in connection with the entry or presence of Licensee, its agents, employees or contractor(s) on the Property, or resulting from, arising out of, or occurring in connection with the performance or execution of the Work performed under this Agreement or incidental thereto, regardless of any negligence on the part of Licensee or Railroad. THE INDEMNITY PROVIDED IN THIS SECTION 4 IS SPECIFICALLY MEANT TO INCLUDE INDEMNITY OF THE RAILROAD INDEMNITEES FOR THEIR OWN ORDINARY NEGLIGENCE, EVEN IF THE INJURY OR DAMAGE IS CAUSED ENTIRELY BY THE ORDINARY NEGLIGENCE OF THE RAILROAD INDEMNITEES AND THERE IS NO NEGLIGENCE ON THE PART OF THE LICENSEE. LICENSEE’S INDEMNITY OBLIGATIONS IN THIS SECTION 4 SHALL NOT BE LIMITED IN ANY WAY BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS AVAILABLE UNDER WORKERS’ OR WORKMEN’S COMPENSATION ACTS, DISABILITY ACTS OR EMPLOYEE BENEFITS ACTS. 4.2 IN NO EVENT UNDER THIS AGREEMENT WILL THE RAILROAD INDEMNITEES HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES. ADDITIONALLY, THE TERM “RAILROAD INDEMNITEES” AS USED IN THIS SECTION 4 SHALL INCLUDE ANY OTHER RAILROAD COMPANY THAT MAY BE LAWFULLY OPERATING UPON AND OVER THE TRACKS OR THE TRACKS CROSSING OR ADJACENT TO THE TRACKS, AND THE OFFICERS, AGENTS, INVITEES AND EMPLOYEES THEREOF.

Liability & Indemnity. 4.1 Licensee hereby assumes risk of and agrees to indemnify, Contractor will defend, protect indemnify and save the Railroad Indemnitees hold harmless Xxxx'x from and against all liabilities, costs, damages, claims and expenses, including reasonable attorneys fees, arising from or related to any actual or alleged (ai) injury to or death breach by Contractor of any person representation, warranty (express or persons whomsoeverimplied), including but not limited covenant, or obligation under this Agreement; (ii) action, claim or proceeding of any nature brought or threatened against Xxxx'x by any Customer arising from or related to the agents, employees Contractor Services provided by Contractor; (iii) defective or contractor(snon-compliant Contractor Services; or (iv) negligent act or omission or willful misconduct of the parties hereto, and (b) the loss Contractor or damage to any property whatsoever, including property claims, demands, suits, judgments or expenses incurred in connection therewith, resulting from or arising out of the acts or omissions of Licensee, its agents, employees or contractor(s), or resulting from, arising out of, or occurring in connection with . Contractor agrees that the entry or presence terms of Licensee, its agents, employees or contractor(s) on the Property, or resulting from, arising out of, or occurring in connection with the performance or execution this Section shall survive any termination of the Work performed under this Agreement or incidental thereto, regardless of any negligence on the part of Licensee or RailroadAgreement. THE INDEMNITY PROVIDED IN THIS SECTION 4 IS SPECIFICALLY MEANT TO INCLUDE INDEMNITY OF THE RAILROAD INDEMNITEES FOR THEIR OWN ORDINARY NEGLIGENCE, EVEN IF THE INJURY OR DAMAGE IS CAUSED ENTIRELY BY THE ORDINARY NEGLIGENCE OF THE RAILROAD INDEMNITEES AND THERE IS NO NEGLIGENCE ON THE PART OF THE LICENSEE. LICENSEE’S INDEMNITY OBLIGATIONS IN THIS SECTION 4 XXXX'X SHALL NOT BE LIMITED IN LIABLE TO CONTRACTOR FOR ANY WAY BY ANY LIMITATION ON THE AMOUNT LOST REVENUE, LOST PROFITS OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS AVAILABLE UNDER WORKERS’ OR WORKMEN’S COMPENSATION ACTS, DISABILITY ACTS OR EMPLOYEE BENEFITS ACTS. 4.2 IN NO EVENT UNDER THIS AGREEMENT WILL THE RAILROAD INDEMNITEES HAVE ANY LIABILITY FOR INDIRECT, OTHER SPECIAL, PUNITIVEINDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES BASED ON BREACH OR DEFAULT UNDER THIS AGREEMENT OR ANY OTHER FORM OF ACTION WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF XXXX'X HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLYXXXX’X CUMULATIVE LIABILITY TO CONTRACTOR, ITS SUCCESSORS OR ASSIGNS FOR ANY CLAIMS HEREUNDER SHALL NOT EXCEED THE TERM “RAILROAD INDEMNITEES” AS USED IN LESSER OF (1) $500.00 OR (2) THE AMOUNT PAID TO XXXX'X FROM CONTRACTOR UNDER THIS SECTION 4 SHALL INCLUDE ANY OTHER RAILROAD COMPANY THAT MAY BE LAWFULLY OPERATING UPON AND OVER THE TRACKS OR THE TRACKS CROSSING OR ADJACENT TO THE TRACKS, AND THE OFFICERS, AGENTS, INVITEES AND EMPLOYEES THEREOFAGREEMENT.

Liability & Indemnity. 4.1 Licensee hereby assumes risk The Advisor is not and never shall be liable to any creditor of and agrees to indemnify, defend, protect and save the Railroad Indemnitees harmless from and against (a) injury to or death of any person or persons whomsoever, including but not limited Trust. In addition to the agentscompensation and expenses that the Trust has agreed to pay for the services to be performed pursuant to this Agreement, employees the Trust agrees: (i) to indemnify and hold the Advisor (which term for the purposes of this Agreement includes its controlling persons, members, directors, officers, employees, agents and representatives) harmless against and from all losses, claims, damages or contractor(s) liabilities, joint or several (and all action, claims, proceeds and investigations in respect thereof), to which the Advisor may become subject in connection with its performance of the parties heretoservices described in this Agreement, (ii) that the Advisor will not be culpable for and will have no liability to the Trust for or with respect to any and all losses, claims, damages or liabilities, joint or several, of the Trust incurred in connection with the Advisor’s performance of the services described in this Agreement, and (biii) in each case, to reimburse the loss Advisor for all reasonable legal and other out-of-pocket expenses (including the cost of investigation and preparation) as and when incurred by the Advisor arising out of or damage to in connection with any property whatsoeveraction, including property claimsclaim, demands, suits, judgments proceeding or expenses incurred investigation (whether initiated or conducted by the Trust or any other party) in connection therewith, whether or not resulting from in any liability (and whether or arising out not the Advisor is a defendant in, or target of, any such action, claim, proceeding or investigation); provided, however, that the Trust shall not be liable to the Advisor pursuant to clauses (i) and (iii) above and the Trust’s exculpation of the acts Advisor pursuant to clause (ii) above shall not apply in any such case to the extent that any such loss, claim, damage or omissions liability is found in a final judgment by a court of Licenseecompetent jurisdiction to have resulted from the gross negligence, its agentsbad faith or willful misconduct of the Advisor or any other indemnified person hereunder or a material breach of this Agreement, employees in which case any amounts paid and any expenses reimbursed under clause (iii) above shall be refunded. If for any reason the foregoing indemnification (including reimbursement pursuant to clause (iii) above) or contractor(sthe exculpation is unavailable to the Advisor or insufficient to hold it harmless (other than by reason of the proviso to the preceding sentence), then the Trust shall contribute to the amount paid or resulting frompayable by the Advisor as a result of such loss, arising out ofclaim, damage or occurring liability in connection such proportion as is appropriate to reflect not only the relative benefits received by the Trust on the one hand and the Advisor on the other hand but also the relative fault of the Trust and the Advisor as well as any relevant equitable considerations, provided that, in no event, will the Advisor’s aggregate contribution hereunder exceed the amount of compensation actually received by the Advisor pursuant to this Agreement. The indemnity, exculpation, reimbursement and contribution obligations of the Trust under this paragraph shall be paid pursuant to and in accordance with the entry or presence of Licensee, its agents, employees or contractor(spriorities set forth in Section 8.02(d)(16) on the Property, or resulting from, arising out of, or occurring in connection with the performance or execution of the Work performed under Indenture and shall be in addition to any liability which the Trust may otherwise have, shall survive any termination of this Agreement or incidental thereto, regardless and shall be binding upon and extend to the benefit of any negligence on successors, assigns and representatives of the part of Licensee or Railroad. THE INDEMNITY PROVIDED IN THIS SECTION 4 IS SPECIFICALLY MEANT TO INCLUDE INDEMNITY OF THE RAILROAD INDEMNITEES FOR THEIR OWN ORDINARY NEGLIGENCE, EVEN IF THE INJURY OR DAMAGE IS CAUSED ENTIRELY BY THE ORDINARY NEGLIGENCE OF THE RAILROAD INDEMNITEES AND THERE IS NO NEGLIGENCE ON THE PART OF THE LICENSEE. LICENSEE’S INDEMNITY OBLIGATIONS IN THIS SECTION 4 SHALL NOT BE LIMITED IN ANY WAY BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS AVAILABLE UNDER WORKERS’ OR WORKMEN’S COMPENSATION ACTS, DISABILITY ACTS OR EMPLOYEE BENEFITS ACTSTrust and the Advisor. 4.2 IN NO EVENT UNDER THIS AGREEMENT WILL THE RAILROAD INDEMNITEES HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES. ADDITIONALLY, THE TERM “RAILROAD INDEMNITEES” AS USED IN THIS SECTION 4 SHALL INCLUDE ANY OTHER RAILROAD COMPANY THAT MAY BE LAWFULLY OPERATING UPON AND OVER THE TRACKS OR THE TRACKS CROSSING OR ADJACENT TO THE TRACKS, AND THE OFFICERS, AGENTS, INVITEES AND EMPLOYEES THEREOF.

Liability & Indemnity. 4.1 Licensee hereby assumes risk of 11.1. The Buyer shall be responsible for and agrees to indemnify, shall defend, protect indemnify and save the Railroad Indemnitees hold harmless CTS, its servants, agents and subcontractors from and against all claims, losses, damages, costs (a) including reasonable legal costs), expenses and liabilities of every kind or nature in respect of the personal injury to or death of any person personnel or persons whomsoever, including but not limited third party and/or damage to third party property resulting from the agents, employees negligence or contractor(s) wilful misconduct of the parties heretoBuyer, and (b) the loss its servants, agents or sub-contractors under this Agreement. 11.2. CTS shall not be liable for any loss, destruction or damage to Buyer’s property, including any property whatsoever, including property claims, demands, suits, judgments or expenses incurred in connection therewith, resulting from or arising out which may be the subject of the acts order unless and then only to the extent that such loss, destruction or omissions damage is a direct result of Licensee, its agents, employees or contractor(s), or resulting from, arising out of, or occurring in connection with the entry or presence of Licensee, its agents, employees or contractor(s) on the Property, or resulting from, arising out of, or occurring in connection with the performance or execution of the Work performed under this Agreement or incidental thereto, regardless of any negligence on the part of Licensee or Railroad. THE INDEMNITY PROVIDED IN THIS SECTION 4 IS SPECIFICALLY MEANT TO INCLUDE INDEMNITY OF THE RAILROAD INDEMNITEES FOR THEIR OWN ORDINARY NEGLIGENCE, EVEN IF THE INJURY OR DAMAGE IS CAUSED ENTIRELY BY THE ORDINARY NEGLIGENCE OF THE RAILROAD INDEMNITEES AND THERE IS NO NEGLIGENCE ON THE PART OF THE LICENSEE. LICENSEE’S INDEMNITY OBLIGATIONS IN THIS SECTION 4 SHALL NOT BE LIMITED IN ANY WAY BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS AVAILABLE UNDER WORKERSCTS’ OR WORKMEN’S COMPENSATION ACTS, DISABILITY ACTS OR EMPLOYEE BENEFITS ACTSwilful misconduct. 4.2 11.3. IN NO EVENT UNDER THIS AGREEMENT WILL THE RAILROAD INDEMNITEES HAVE ANY LIABILITY SHALL CTS BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVECONSEQUENTIAL, INCIDENTAL MULTIPLE OR PUNITIVE DAMAGES OR ANY DAMAGE DEEMED TO BE OF AN INDIRECT OR CONSEQUENTIAL DAMAGESNATURE ARISING OUT OF OR RELATED TO ITS PERFORMANCE UNDER THIS AGREEMENT, WHETHER BASED UPON BREACH OF CONTRACT, WARRANTY, INDEMNITY, NEGLIGENCE AND WHETHER GROUNDED IN TORT, CONTRACT OR CIVIL LAW OR OTHER THEORIES OF LIABILITY, INCLUDING STRICT LIABILITY. 11.4. ADDITIONALLYIN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF CTS OR ITS SUBCONTRACTORS OR SUPPLIERS OF ANY TIER FOR THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR ANYTHING DONE IN CONNECTION THEREWITH EXCEED THE PRICE PAYABLE FOR THE PRODUCT. 11.5. In the event that this limitation of liability conflicts with any other provisions of this Agreement, THE TERM “RAILROAD INDEMNITEES” AS USED IN THIS SECTION 4 SHALL INCLUDE ANY OTHER RAILROAD COMPANY THAT MAY BE LAWFULLY OPERATING UPON AND OVER THE TRACKS OR THE TRACKS CROSSING OR ADJACENT TO THE TRACKS, AND THE OFFICERS, AGENTS, INVITEES AND EMPLOYEES THEREOFsaid provision shall be regarded as amended to whatever extent is required to make such provisions consistent with this provision. 11.6. Nothing in this clause shall exclude or limit either Party’s liability to each other for death or personal injury; or fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited at law.