Common use of Liability of the Parties Clause in Contracts

Liability of the Parties. Landlord represents and warrants that, to Landlord’s knowledge, there are no hazardous materials on the Property as of the Commencement Date in violation of any laws. Landlord shall indemnify and hold Tenant harmless from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which results from Landlord’s violation of this representation and warranty, unless the hazardous materials are present on the Property due to the act or omission of Tenant or its agents, employees, officers, or contractors, in which event Tenant shall be obligated to indemnify Landlord as hereafter provided. Tenant shall hold Landlord free, harmless, and indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason of Tenant’s material failure to comply with this Article 20 including, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into the same condition as on the Commencement Date and into material compliance with all Environmental Laws existing as of the Compliance Date; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into material compliance with law; and (iii) the reasonable fees and expenses of Landlord’s attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 20. Notwithstanding the foregoing, Tenant’s obligations under this Article 20 shall not apply to any condition or matter constituting a violation of any law that was not caused, in whole or in part, by Tenant or Tenant’s agents, employees, officers, partners, contractors, servants or invitees which existed prior to the commencement of Tenant’s use or occupancy of the Premises and to the extent the violation is caused by, or results from, the acts or omissions of Landlord its agents, employees, officers or contractors. The covenants contained in this Article 20 shall survive the expiration or termination of this Lease, and shall continue for so long as either party and its successors and assigns may be subject to any expense, liability, charge, penalty, or obligation against which the other party has agreed to indemnify it under this Article 20.

Liability of the Parties. Landlord represents and warrants that, to the best of Landlord’s knowledge, there are no hazardous materials on the Property as of the Commencement Date in violation of any laws. Landlord shall indemnify and hold Tenant harmless from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which results liability resulting from Landlord’s violation of this representation and warranty, unless the hazardous materials are present on the Property due to the act or omission of Tenant or its agents, employees, officers, licensees or contractors, in which event Tenant shall be obligated to indemnify Landlord as hereafter provided. Tenant shall hold Landlord free, harmless, and indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason of Tenant’s material 's failure to comply with this Article 20 13 including, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into the same condition as on prior to the Commencement Date and into material full compliance with all Environmental Laws existing as of the Compliance DateLaws; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into material compliance with law; and (iii) the reasonable fees and expenses of Landlord’s 's attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 2013. Notwithstanding the foregoing, Tenant’s obligations under this Article 20 13 shall not apply to any condition or matter constituting a violation of any law that was not caused, in whole or in part, by Tenant or Tenant’s 's agents, employees, officers, partners, contractors, servants or invitees which existed prior to the commencement of Tenant’s use or occupancy of the Premises and to the extent the violation is caused by, or results from, the acts or omissions of Landlord its agents, employees, officers or contractorsinvitees. The covenants contained in this Article 20 13 shall survive the expiration or termination of this Lease, and shall continue for so long as either party and its successors and assigns may be subject to any expense, liability, charge, penalty, or obligation against which the other party has agreed to indemnify it under this Article 2013.

Liability of the Parties. Landlord represents 19.1 All operations and warrants thatactivities relating to the Goods carried out by Xxxxxx in the provision of the Services will be at the Customer’s sole expense and risk. 19.2 In addition to Clause 20 below, to Landlord’s knowledgethe Customer will be liable for and will indemnify the Indemnitees in respect of any and all fines, there are no hazardous materials penalties, expenses, losses or damage, suffered or incurred by Xxxxxx or charged on the Property Goods as a result of: 19.2.1 any action, inaction or error on the part of the Commencement Date Customer, its employees, agents and/or contractors or which may in violation any way be caused by the nature, properties or defects in the Goods entrusted by the Customer to Impala; 19.2.2 non-compliance with the terms of the Agreement (including the provision of incorrect, inaccurate or incomplete information, particulars or documentation). 19.3 In addition to Clause 20 below, Xxxxxx will not in any circumstances whatsoever, including negligence, be liable to the Customer in respect of: 19.3.1 any damage and/or deterioration to the Goods unless such damage and/or deterioration is proven finally in a court of law having jurisdiction to have been caused intentionally by the deliberate act of any laws. Landlord shall indemnify employee of Impala; 19.3.2 any theft, burglary or misappropriation of the Goods, whether in Xxxxxx’s custody or control or not. 19.4 In addition to Clause 20 below, Impala will not be liable for any loss of the Goods or any part thereof, for any non- delivery or misdelivery of the Goods or any part thereof unless such loss, non -delivery or misdelivery: 19.4.1 is proven finally in a court of law having jurisdiction to have occurred whilst such Goods or part thereof were in the actual custody of Impala and hold Tenant harmless from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which results from Landlord’s violation of this representation and warranty, unless the hazardous materials are present on the Property under its actual control; and 19.4.2 was due to the act gross negligence or omission wilful misconduct of Tenant or its agentsImpala. 19.5 In addition to Clause 20 below, employees, officers, or contractors, Xxxxxx will not be liable for non-compliance with any instructions given to it unless it is proven finally in which event Tenant shall be obligated to indemnify Landlord as hereafter provided. Tenant shall hold Landlord free, harmless, and indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason a court of Tenant’s material failure to comply with this Article 20 including, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into law having jurisdiction that the same condition as on the Commencement Date and into material compliance with all Environmental Laws existing as of the Compliance Date; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into material compliance with law; and (iii) the reasonable fees and expenses of Landlord’s attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 20. Notwithstanding the foregoing, Tenant’s obligations under this Article 20 shall not apply to any condition or matter constituting a violation of any law that was not caused, in whole or in part, by Tenant or Tenant’s agents, employees, officers, partners, contractors, servants or invitees which existed prior due to the commencement gross negligence or wilful misconduct of Tenant’s use or occupancy of the Premises and to the extent the violation is caused by, or results from, the acts or omissions of Landlord its agents, employees, officers or contractors. The covenants contained in this Article 20 shall survive the expiration or termination of this Lease, and shall continue for so long as either party and its successors and assigns may be subject to any expense, liability, charge, penalty, or obligation against which the other party has agreed to indemnify it under this Article 20Impala.

Liability of the Parties. Landlord represents and warrants that, to Landlord’s knowledge, there are no hazardous materials on the Property as of the Commencement Date in violation of any laws. Landlord shall indemnify and hold Tenant harmless from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which results liability resulting from LandlordXxxxxxxx’s violation of this representation and warranty, unless the hazardous materials are present on the Property due to the act or omission of Tenant or its agents, employees, officers, licensees or contractors, in which event Tenant shall be obligated to indemnify Landlord as hereafter provided. Tenant shall indemnify and hold Landlord free, harmless, and indemnified harmless from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason of Tenant’s material failure to comply with this Article 20 including, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into the same condition as on prior to the Commencement Date and into material full compliance with all Environmental Laws existing as of the Compliance DateLaws; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into material compliance with law; and (iii) the reasonable fees and expenses of Landlord’s attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 20. Notwithstanding the foregoing, Tenant’s obligations under this Article 20 shall not apply to any condition or matter constituting a violation of any law that was not caused, in whole or in part, by Tenant or Tenant’s agents, employees, officers, partners, contractors, servants or invitees which existed prior to the commencement of Tenant’s use or occupancy of the Premises and to the extent the violation is caused by, or results from, the acts or omissions of Landlord its agents, employees, officers or contractorsinvitees. The covenants contained in this Article 20 shall survive the expiration or termination of this Lease, and shall continue for so long as either party and its successors and assigns may be subject to any expense, liability, charge, penalty, or obligation against which the other party has agreed to indemnify it under this Article 20.

Liability of the Parties. Landlord represents Lessee shall procure and warrants thatpay the premium for liability insurance naming the Lessor as Additional Insured in the amounts of One Million Dollars ($1,000,000.00) in respect of injuries to any person, one Million Dollars ($1,000,000.00) in respect to any one accident, and Seven Hundred Fifty Thousand Dollars ($750,000,00) in respect to property damage, to Landlord’s knowledge, there are no hazardous materials on protect Lessee and Lessor against liability for such injury to persons and such damage upon or about the Property as of the Commencement Date in violation of any lawsPremises. Landlord Lessee shall indemnify and hold Tenant save harmless Lessor from any penaltyand all liabilities, finepenalties, claimdamages, demandexpenses, liabilityjudgments, costattorneys’ fees and other losses by reason of injury, or charge whatsoever which results from Landlord’s violation claim of this representation injury, to any person or property, of any nature, and warrantyhowsoever caused, arising out of the use, occupancy or control of the Premises, or the streets, driveways, parking areas, sidewalks and alleys adjacent thereto, by Lessee at any time during the demised term, whether or not caused by negligence of the Lessee, its agents, servants, employees, invitees or customers, unless the hazardous materials are present same be caused by the fault or negligence of Lessor. Lessee shall indemnify and save Lessor harmless from the cost and expense of defending against the same or the settlement thereof, including attorneys’ fees. Lessee agrees to pay any judgment which may be obtained against Lessor in any such event, or on account thereof. Lessor shall promptly notify Lessee of any claim of Injury, to persons or property, and shall promptly deliver to Lessee the Property due original or a true copy of any summons or other process, pleading, or notice issued in any suit or other proceeding to assert or enforce any such claim. Lessor and Lessee each waive their respective right of recovery from the act other of losses incurred as the result of negligence or omission of Tenant the other or its their respective agents, employees, officers, or contractors, in which event Tenant shall be obligated to indemnify Landlord as hereafter provided. Tenant shall hold Landlord free, harmless, and indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason of Tenant’s material failure to comply with this Article 20 including, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into the same condition as on the Commencement Date and into material compliance with all Environmental Laws existing as of the Compliance Date; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into material compliance with law; and (iii) the reasonable fees and expenses of Landlord’s attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 20. Notwithstanding the foregoing, Tenant’s obligations under this Article 20 shall not apply to any condition or matter constituting a violation of any law that was not caused, in whole or in part, by Tenant or Tenant’s agents, employees, officers, partners, contractors, servants or invitees which existed prior employees insofar as such losses are covered and paid by a policy of insurance; in the event any such loss is not so covered and paid, this waiver of subrogation rights shall not be a bar to the commencement any action to recover such loss. It is intended by this paragraph that each party hereby waives his or its insurance company’s right of Tenant’s use or occupancy of the Premises and to the extent the violation is caused by, or results from, the acts or omissions of Landlord its agents, employees, officers or contractors. The covenants subrogation contained in this Article 20 any policy of insurance that such party may carry to protect its property, whether real, personal or mixed, under which policy the insurance company pays the loss and thus to prevent such insurance company from bringing any action to recover any moneys paid pursuant to said policy. Lessee shall survive procure and pay the expiration premium for property insurance insuring the real property and improvements against loss by fire and hazards included within the term “extended coverage” while permitted by the Lessee’s insurance carrier or termination of this Lease, while Lessee shall be deemed to have an insurable interest in the real property and shall continue for so long as either party and its successors and assigns may be subject to any expense, liability, charge, penalty, or obligation against which the other party has agreed to indemnify it under this Article 20improvements.

Liability of the Parties. Landlord represents and warrants that, (a) Tenant specifically agrees to look solely to Landlord’s knowledge, there are no hazardous materials on then equity interest in the Property at the time owned, for recovery of any judgment from Landlord; it being specifically agreed that Landlord (original or successor) shall never be personally liable for any such judgment, or for the payment of any monetary obligation to Tenant. The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord’s successors in interest, or to take any action not involving the personal liability of Landlord (original or successor) to respond in monetary damages from Landlord’s assets other than Landlord’s equity interest in the Property. (b) Subject to the abatement provisions of Section 7.5(e), with respect to any services, repairs or utilities to be furnished by Landlord to Tenant, or any other obligation to be performed by Landlord, Landlord shall in no event be liable for failure to furnish or perform the same when prevented from doing so by so-called act of god, or by strike, lockout, breakdown, accident, order or regulation of or by any governmental authority, act or threatened act of terrorism, civil commotion or unrest, governmental order or restriction or failure of ready supply, or failure whenever and for so long as may be necessary by reason of the Commencement Date making of repairs or changes which Landlord is required or is permitted by this Lease or by law to make or in violation good xxxxx xxxxx necessary, or inability by the exercise of reasonable diligence to obtain supplies, parts or employees necessary to furnish such services, or because of war or other emergency, or for any laws. other cause beyond Landlord’s reasonable control (the foregoing circumstances being individually and collectively referred to as “Force Majeure”), or for any cause due to any act or neglect of Tenant or Tenant’s servants, agents, employees, licensees or any person claiming by, through or under Tenant; nor shall any such failure give rise to any claim in Tenant’s favor that Tenant has been evicted, either constructively or actually, partially or wholly. (c) In no event shall Landlord ever be liable to Tenant for any loss of business or any other indirect, punitive or consequential damages suffered or claimed by Tenant from whatever cause. (d) Where provision is made in this Lease for Landlord’s consent and Tenant shall request such consent and Landlord shall indemnify fail or refuse to give such consent, Tenant shall not be entitled to any damages for any withholding by Landlord of its consent, it being intended that Tenant’s sole remedy shall be an action for specific performance or injunction, and hold Tenant harmless from any penalty, fine, that such remedy shall be available only in those cases where Landlord has expressly agreed in writing not to unreasonably withhold its consent. Any claim, demand, liability, costright or defense by Tenant that arises out of this Lease or the negotiations which preceded this Lease shall be barred unless Tenant commences an action thereon, or charge whatsoever which results from Landlord’s violation interposes a defense by reason thereof, within six (6) months after the date of this representation and warrantythe inaction, unless the hazardous materials are present on the Property due omission, event or action that gave rise to the act or omission of Tenant or its agents, employees, officers, or contractors, in which event Tenant shall be obligated to indemnify Landlord as hereafter provided. Tenant shall hold Landlord free, harmless, and indemnified from any penalty, fine, such claim, demand, liabilityright or defense. Furthermore, costwhenever Tenant requests Landlord’s consent or approval (whether or not provided for herein), Tenant shall pay to Landlord, on demand, as an additional charge, any expenses incurred by Landlord (including without limitation reasonable legal fees and costs, if any) in connection therewith. (e) With respect to any repairs or charge whatsoever restoration which are required or permitted to be made by Landlord, the same may be made during normal business hours and Landlord shall incurhave no liability for damages to Tenant for inconvenience, annoyance or which interruption of business arising therefrom. Landlord would otherwise incurshall, by reason of however, use commercially reasonable efforts not to unreasonably interfere with Tenant’s material failure to comply with this Article 20 including, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into the same condition as on the Commencement Date and into material compliance with all Environmental Laws existing as of the Compliance Date; (ii) the reasonable cost of all appropriate tests and examinations of operations in the Premises when conducti ng such activities. (f) In no event shall Tenant have the right to confirm that the Premises and any other contaminated areas have been remediated and brought into material compliance with law; and (iii) the reasonable fees and expenses terminate this Lease as a result of Landlord’s attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 20. Notwithstanding the foregoing, Tenant’s obligations default under this Article 20 shall not apply to any condition or matter constituting a violation of any law that was not caused, in whole or in part, by Tenant or Tenant’s agents, employees, officers, partners, contractors, servants or invitees which existed prior to the commencement of Tenant’s use or occupancy of the Premises and to the extent the violation is caused by, or results from, the acts or omissions of Landlord its agents, employees, officers or contractors. The covenants contained in this Article 20 shall survive the expiration or termination breach of this Lease, and Tenant’s remedies shall continue be limited to damages and/or an injunction as expressly set forth above. This Lease and the obligations of Tenant hereunder shall not be affected or impaired because Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of a Force Majeure event, and the time for so long as either party Landlord’s performance shall be extended for the period of any such delay, but (to the extent of matters within Landlord’s reasonable control) Landlord will use commercially reasonable efforts to minimize any material and its successors and assigns adverse effects of any such Force Majeure event. Each provision of this Lease constitutes an independent covenant, enforceable separately from each other covenant hereof. To the extent any provision hereof or any application of any provision hereof may be declared unenforceable, such provision or application shall not affect any other provision hereof or other application of such provision. Tenant acknowledges and agrees that Tenant’s obligation to pay Basic Rent and Escalation Charges is independent of any and all obligations of Landlord hereunder. (g) Except with respect to the obligation to pay Basic Rent, additional rent or any other sum of money when the same is due, if Tenant is delayed in fulfilling any of its obligations hereunder, and if such delay is caused by reason of a Force Majeure event, then the time for Tenant’s performance shall be extended for the period of any such delay. Tenant shall give Landlord prompt notice if Tenant is so delayed, and will use all reasonable efforts to minimize the effect and duration of any such Force Majeure event. (h) Tenant shall not be liable to Landlord for any consequential, punitive, or indirect damages, provided that the following shall for all purposes hereof be deemed to be direct damages not subject to the limitation set forth in this Section 14.4(h): (i) any expense, liability, charge, penalty, loss or obligation damages awarded against Landlord in favor of a third party for which the other party has agreed Tenant is obligate to indemnify it under Landlord; (ii) any loss or damages arising or sustained by Landlord as a result of Tenant holding over for more than thirty (30) days after the expiration or sooner termination of this Article 20Lease; or (iii) any loss or damages arising or sustained by Landlord as a result of any breach or violation by Tenant of its obligations and covenants set forth in Section 5.3 above with respect to Hazardous Substances.

Liability of the Parties. Landlord represents and warrants that, to the best of Landlord’s knowledge, there are no hazardous materials on the Property as of the Commencement Date in violation of any laws. Landlord shall indemnify and hold Tenant harmless from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which results liability resulting from Landlord’s violation of this representation and warranty, unless the hazardous materials are present on the Property due to the act or omission of Tenant or its agents, employees, officers, licensees or contractors, in which event Tenant shall be obligated to indemnify Landlord as hereafter provided. Tenant shall hold Landlord free, harmless, and indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason of Tenant’s material failure to comply with this Article 20 including, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into the same condition as on prior to the Commencement Date and into material full compliance with all Environmental Laws existing as of the Compliance DateLaws; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into material compliance with law; and (iii) the reasonable fees and expenses of Landlord’s attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 20. Notwithstanding the foregoing, Tenant’s obligations under this Article 20 shall not apply to any condition or matter constituting a violation of any law that was not caused, in whole or in part, by Tenant or Tenant’s agents, employees, officers, partners, contractors, servants or invitees which existed prior to the commencement of Tenant’s use or occupancy of the Premises and to the extent the violation is caused by, or results from, the acts or omissions of Landlord its agents, employees, officers or contractorsinvitees. The covenants contained in this Article 20 shall survive the expiration or termination of this Lease, and shall continue for so long as either party and its successors and assigns may be subject to any expense, liability, charge, penalty, or obligation against which the other party has agreed to indemnify it under this Article 20.successors

Liability of the Parties. Landlord represents Neither the Sub-Adviser nor its ------------------------- shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio in connection with the matters to which this Agreement relates except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and warrants thatthe amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resultxxx xxxx willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also a director, officer, employee, shareholder, member or agent of the Sub-Adviser, who may be or become an officer, director, or trustee of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with the Sub-Adviser's duties hereunder), to Landlord’s knowledgebe rendering such services to or acting solely for the Trust and not as a director, there are no hazardous materials on the Property as officer, employee, shareholder, member or agent of the Commencement Date in violation of any lawsSub-Adviser, or one under the Sub-Adviser's control or direction, even though paid by the Sub-Adviser. Landlord shall The Sub-Adviser will indemnify the Adviser and its directors, members, trustees, officers, employees and agents ("Adviser Parties") against and hold Tenant the Adviser Parties harmless from any penaltyand all losses, fineclaims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, liability, cost, action or charge whatsoever suit which results from Landlord’s violation of this representation and warrantythe Sub-Adviser Parties' (as such term is defined immediately below) willful misfeasance, unless the hazardous materials are present on the Property due to the act bad faith, gross negligence or omission of Tenant or its agents, employees, officers, or contractors, in which event Tenant shall be obligated to indemnify Landlord as hereafter provided. Tenant shall hold Landlord free, harmless, and indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason of Tenant’s material failure to comply with this Article 20 including, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into the same condition as on the Commencement Date and into material compliance with all Environmental Laws existing as reckless disregard of the Compliance Date; (ii) the reasonable cost of all appropriate tests Sub-Adviser's obligations and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into material compliance with law; and (iii) the reasonable fees and expenses of Landlord’s attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 20. Notwithstanding the foregoing, Tenant’s obligations duties under this Article 20 shall not apply to any condition or matter constituting a violation of any law that was not caused, in whole or in part, by Tenant or Tenant’s agents, employees, officers, partners, contractors, servants or invitees which existed prior to the commencement of Tenant’s use or occupancy of the Premises and to the extent the violation is caused by, or results from, the acts or omissions of Landlord its agents, employees, officers or contractors. The covenants contained in this Article 20 shall survive the expiration or termination of this Lease, and shall continue for so long as either party and its successors and assigns may be subject to any expense, liability, charge, penalty, or obligation against which the other party has agreed to indemnify it under this Article 20Agreement.

Liability of the Parties. Landlord represents and warrants that, to Landlord’s knowledge, there are no hazardous materials on the Property as 14.1 The maximum liability of the Commencement Date Service Provider in violation respect of direct loss or damage suffered by SARS in the aggregate arising out of or in connection with the Services shall be limited to the fees which are charged and paid for the Services, unless such damages result from a breach of Clause 13 (“this Agreement’s Confidentiality Clause”) or any lawsinfringement of a third party’s intellectual property rights. Landlord The maximum liability shall indemnify be an aggregate liability for all claimants and hold Tenant harmless all claims arising, whether by contract, delict, negligence or otherwise. 14.2 The Service Provider shall have no liability to SARS whether in contract or delict or under statute or otherwise for any indirect or consequential economic loss or damage (including loss of profits) suffered by SARS (or by any such other party) arising from any penaltyor in connection with the Services, fineregardless of how the indirect or consequential economic loss or damage is caused, claim, demand, liability, cost, or charge whatsoever which results from Landlordunless it is caused by the Service Provider’s violation breach of this representation Agreement’s Confidentiality Clause, wilful misconduct or gross negligence. 14.3 In determining the liability of the Service Provider in terms hereof, a court or an arbitrator shall limit their liability to that proportion of the loss or damage suffered by SARS which is ascribed to them by such court or arbitrator allocating a proportionate responsibility having regard to the contribution to the loss or damage in question by SARS or any other Person based upon relative degrees of fault; it being a term of the Agreement that the provisions of Section 1 of the Apportionment of Damages Act, 1956 (Act No. 34 of 1956) will apply to all claims between the Service Provider and warrantySARS, and that liability in contract or delict or negligence or under statute or otherwise and loss or damage as used herein shall be deemed to fall within the meaning of “fault” and “damage” as contained in the said section of the above-mentioned Act. 14.4 The Service Provider’s liability to SARS shall not, unless such liability arises from a breach of this Agreement’s Confidentiality Clause, wilful misconduct or gross negligence, exceed the hazardous materials are present on lower of the Property due to amount determined by the act or omission application of Tenant or its agents, employees, officers, or contractors, in which event Tenant shall be obligated to indemnify Landlord as hereafter provided. Tenant shall hold Landlord free, harmlessthe monetary limit based upon fees charged to, and indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason of Tenant’s material failure to comply with this Article 20 including, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into the same condition as on the Commencement Date and into material compliance with all Environmental Laws existing as of the Compliance Date; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into material compliance with law; and (iii) the reasonable fees and expenses of Landlord’s attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 20. Notwithstanding the foregoing, Tenant’s obligations under this Article 20 shall not apply to any condition or matter constituting a violation of any law that was not caused, in whole or in part, by Tenant or Tenant’s agents, employees, officers, partners, contractors, servants or invitees which existed prior to the commencement of Tenant’s use or occupancy of the Premises and to the extent the violation is caused by, or results recovered from, SARS and the acts or omissions amount determined by the apportionment of Landlord its agents, employees, officers or contractors. The covenants contained in this Article 20 shall survive responsibility as the expiration or termination of this Lease, and shall continue for so long as either party and its successors and assigns case may be subject to any expense, liability, charge, penalty, or obligation against which the other party has agreed to indemnify it under this Article 20be.

Liability of the Parties. Landlord represents and warrants 19.1 The Concessionaire agrees that: (a) notwithstanding any review, to Landlord’s knowledge, there are no hazardous materials comment or approval of or on the Property as Design Documents (or any failure to do so) or any modifications thereto by the Independent Engineer or the Grantor, the Concessionaire shall bear all risk, loss and liability for compliance with Technical Specifications, Applicable Law, Permits and Good Industry Practice and for the adequacy, safety and fitness of purpose of the Commencement Date in violation Design Documents for the completion of the Works and the performance of the Services; (b) notwithstanding any approval of, review by or compliance with the instructions of the Independent Engineer or the Grantor of any laws. Landlord or all of the Works, the Concessionaire shall indemnify be solely responsible for any deficiency or non-conformity in the design of the Port Facility and hold Tenant harmless from the realization of the Works as well as any penaltydelay in the issuance of the Completion Certificate; (c) no certificate (including a Completion Certificate), fine, claim, demand, liability, cost, notice or charge whatsoever which results from Landlord’s violation of this representation and warranty, unless the hazardous materials are present on the Property due to the other act or omission by the Independent Engineer or the Grantor will constitute an approval by the Grantor of Tenant or the Concessionaire's performance of its agentsobligations, employees, officers, or contractors, in which event Tenant shall be obligated to indemnify Landlord taken as hereafter provided. Tenant shall hold Landlord free, harmless, and indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason of Tenant’s material failure to evidence that the Works comply with this Article 20 includingAgreement or prejudice the Grantor's rights under this Agreement or generally; and (d) the failure of the Independent Engineer or the Grantor to object to or fail to monitor any design, design drawing, specification, work process or construction item shall not be construed as a waiver by the Independent Engineer or the Grantor of any of its rights under this Agreement or in any way relieve the Concessionaire of its obligations hereunder. 19.2 The Concessionaire shall not be liable to the Grantor in connection with this Agreement for any indirect or consequential loss or damage suffered by the Grantor. 19.3 Except where this Agreement limits or restricts the Grantor's liability in any manner, the Grantor shall be liable for any loss or damage directly suffered by the Concessionaire as a result of the Grantor's default or gross negligence, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into the same condition as on the Commencement Date and into material compliance with all Environmental Laws existing as of the Compliance Date; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into material compliance with law; and (iii) the reasonable fees and expenses of Landlord’s attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 20. Notwithstanding the foregoing, Tenant’s obligations under this Article 20 shall not apply to any condition or matter constituting a violation of any law that was not caused, in whole or in part, by Tenant or Tenant’s agents, employees, officers, partners, contractors, servants or invitees which existed prior be liable to the commencement of Tenant’s use Concessionaire for any indirect or occupancy of the Premises and to the extent the violation is caused by, consequential loss or results from, the acts or omissions of Landlord its agents, employees, officers or contractors. The covenants contained in this Article 20 shall survive the expiration or termination of this Lease, and shall continue for so long as either party and its successors and assigns may be subject to any expense, liability, charge, penalty, or obligation against which the other party has agreed to indemnify it under this Article 20damage arising thereof.

Liability of the Parties. (a) Tenant shall neither assert nor seek to enforce any claim for breach of this Lease against any of Landlord’s assets other than Landlord’s interest in the Building, and Tenant agrees to look solely to such interest for the satisfaction of any liability of Landlord represents and warrants thatunder this Lease, it being specifically agreed that neither Landlord, nor any successor holder of Landlord’s interest hereunder, nor any beneficiary of any Trust of which any person from time to time holding Landlord’s interest is Trustee, nor any such Trustee, nor any member, manager, partner, director or stockholder nor Landlord’s managing agent shall ever be personally liable for any such liability. This paragraph shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord’s successors-in-interest, or to take any other action which shall not involve the personal liability of Landlord, or of any successor holder of Landlord’s interest hereunder, or of any beneficiary of any trust of which any person from time to time holding Landlord’s interest is Trustee, or of any such Trustee, or of any manager, member, partner, director or stockholder of Landlord or of Landlord’s managing agent, to Landlord’s knowledge, there are no hazardous materials on the Property as of the Commencement Date respond in violation of any laws. Landlord shall indemnify and hold Tenant harmless from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which results monetary damages from Landlord’s violation assets other than Landlord’s interest in said Building, as aforesaid, but in no event shall Tenant have the right to terminate or cancel this Lease or to withhold rent or to set-off any claim or damages against rent as a result of this representation and warrantyany default by Landlord or breach by Landlord of its covenants or any warranties or promises hereunder, unless except in the hazardous materials are present on the Property due to the act or omission case of a wrongful eviction of Tenant from the demised premises (constructive or its agents, employees, officers, actual) by Landlord continuing after notice to Landlord thereof and a reasonable opportunity for Landlord to cure the same. In no event shall Landlord ever be liable for any indirect or contractors, in which consequential damages or loss of profits or the like. In the event Tenant that Landlord shall be obligated determined to indemnify Landlord as hereafter provided. have wrongfully withheld any consent or approval under this Lease, the sole recourse and remedy of the Tenant in respect thereof shall hold Landlord free, harmlessbe to specifically enforce Landlord’s obligation to grant such consent or approval, and indemnified from in no event shall the Landlord be responsible for any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason damages of Tenant’s material whatever nature in respect of its failure to comply with this Article 20 including, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into give such consent or approval nor shall the same condition as on otherwise affect the Commencement Date and into material compliance with all Environmental Laws existing as obligations of the Compliance Date; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into material compliance with law; and (iii) the reasonable fees and expenses of Landlord’s attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 20. Notwithstanding the foregoing, Tenant’s obligations Tenant under this Article 20 shall not apply to Lease or act as any condition or matter constituting a violation of any law that was not caused, in whole or in part, by Tenant or Tenant’s agents, employees, officers, partners, contractors, servants or invitees which existed prior to the commencement of Tenant’s use or occupancy of the Premises and to the extent the violation is caused by, or results from, the acts or omissions of Landlord its agents, employees, officers or contractors. The covenants contained in this Article 20 shall survive the expiration or termination of this Lease. (b) Except in connection with Tenant's failure to vacate the Premises at the expiration or earlier termination of the Term hereof, and in no event shall continue Tenant ever be liable for so long as either party and its any indirect, punitive or consequential damages or loss of profits or the like; provided that the foregoing shall not limit or alter any procedural right or remedy of Landlord under this Lease. None of Tenant's officers, directors, trustees, shareholders, agents or employees, nor their respective partners, heirs, successors and assigns may assigns, shall ever be subject to any expense, liability, charge, penalty, or obligation against which personally liable for the other party has agreed to indemnify it under this Article 20obligations of Tenant hereunder.

Liability of the Parties. Landlord represents 19.1 All operations and warrants thatactivities relating to the Goods carried out by Xxxxxx in the provision of the Services will be at the Customer’s sole expense and risk. 19.2 In addition to Clause 20 below, to Landlord’s knowledgethe Customer will be liable for and will indemnify the Indemnitees in respect of any and all fines, there are no hazardous materials penalties, expenses, losses or damage, suffered or incurred by Xxxxxx or charged on the Property Goods as a result of: 19.2.1 any action, inaction or error on the part of the Commencement Date Customer, its employees, agents and/or contractors or which may in violation any way be caused by the nature, properties or defects in the Goods entrusted by the Customer to Impala; 19.2.2 non-compliance with the terms of the Agreement (including the provision of incorrect, inaccurate or incomplete information, particulars or documentation). 19.3 In addition to Clause 20 below, Xxxxxx will not in any circumstances whatsoever, including negligence, be liable to the Customer in respect of: 19.3.1 any damage and/or deterioration to the Goods unless such damage and/or deterioration is proven finally in a court of law having jurisdiction to have been caused intentionally by the deliberate act of any laws. Landlord shall indemnify employee of Impala; 19.3.2 any theft, burglary or misappropriation of the Goods, whether in Xxxxxx’s custody or control or not. 19.4 In addition to Clause 20 below, Impala will not be liable for any loss of the Goods or any part thereof, for any non- delivery or misdelivery of the Goods or any part thereof unless such loss, non-delivery or misdelivery: 19.4.1 is proven finally in a court of law having jurisdiction to have occurred whilst such Goods or part thereof were in the actual custody of Impala and hold Tenant harmless from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which results from Landlord’s violation of this representation and warranty, unless the hazardous materials are present on the Property under its actual control; and 19.4.2 was due to the act gross negligence or omission wilful misconduct of Tenant or its agentsImpala. 19.5 In addition to Clause 20 below, employees, officers, or contractors, Xxxxxx will not be liable for non-compliance with any instructions given to it unless it is proven finally in which event Tenant shall be obligated to indemnify Landlord as hereafter provided. Tenant shall hold Landlord free, harmless, and indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason a court of Tenant’s material failure to comply with this Article 20 including, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into law having jurisdiction that the same condition as on the Commencement Date and into material compliance with all Environmental Laws existing as of the Compliance Date; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into material compliance with law; and (iii) the reasonable fees and expenses of Landlord’s attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 20. Notwithstanding the foregoing, Tenant’s obligations under this Article 20 shall not apply to any condition or matter constituting a violation of any law that was not caused, in whole or in part, by Tenant or Tenant’s agents, employees, officers, partners, contractors, servants or invitees which existed prior due to the commencement gross negligence or wilful misconduct of Tenant’s use or occupancy of the Premises and to the extent the violation is caused by, or results from, the acts or omissions of Landlord its agents, employees, officers or contractors. The covenants contained in this Article 20 shall survive the expiration or termination of this Lease, and shall continue for so long as either party and its successors and assigns may be subject to any expense, liability, charge, penalty, or obligation against which the other party has agreed to indemnify it under this Article 20Impala.

Liability of the Parties. Landlord represents and warrants that, to Landlord’s knowledge, there are no hazardous materials on the Property as of the Commencement Date in violation of any lawslaws pertaining to environmental matters or regulating, prohibiting or otherwise having to do with asbestos and all other toxic, radioactive, or hazardous wastes or materials (collectively “Environmental Laws”); including, but not limited to, the Federal Clean Air Act, the Federal Water Pollution Control Act, and the Comprehensive Environmental Response, Compensation, and Liability Act of 1980. Landlord shall indemnify and hold Tenant harmless from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which results liability resulting from Landlord’s violation of this representation and warranty, unless the hazardous materials are present on the Property due to the act or omission of Tenant or its agents, employees, officers, licensees or contractors, in which event Tenant shall be obligated to indemnify Landlord as hereafter provided. Tenant shall indemnify and hold Landlord free, harmless, and indemnified harmless from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason of Tenant’s material 's failure to comply with this Article 20 including, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into the same condition as on prior to the Commencement Date and into material full compliance with all Environmental Laws existing as of the Compliance DateLaws; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into material compliance with lawEnvironmental Laws; and (iii) the reasonable fees and expenses of Landlord’s 's attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 20. Notwithstanding the foregoing, Tenant’s obligations under this Article 20 shall not apply to any condition or matter constituting a violation of any law Environmental Laws that was not caused, in whole or in part, by Tenant or Tenant’s 's agents, employees, officers, partners, contractors, servants or invitees which existed prior to the commencement of Tenant’s use or occupancy of the Premises and to the extent the violation is caused by, or results from, the acts or omissions of Landlord its agents, employees, officers or contractorsinvitees. The covenants contained in this Article 20 shall survive the expiration or termination of this Lease, and shall continue for so long as either party and its successors and assigns may be subject to any expense, liability, charge, penalty, or obligation against which the other party has agreed to indemnify it under this Article 20.