Common use of Limitation of Liability and Indemnities Clause in Contracts

Limitation of Liability and Indemnities. 8.1 Neither we nor our nominees, agents, representatives, correspondents or attorneys shall be liable to you for any act, delay or failure to act on our part and/or the part of our nominees, agents, representatives, correspondents or attorneys, in respect of the Charged Property. In particular and without limitation to the generality of the foregoing, neither we or our nominees, agents, representatives, correspondents or attorneys shall be liable for any loss or damage howsoever arising from, through or occasioned by any of the following: 8.1.1 the giving of or failure to give instructions of any sort for whatever purpose; or 8.1.2 any computer breakdown or malfunction (whether in our settlement system and/or clearance system and/or the settlement system and/or clearance system of our nominees, agents, representatives, correspondents or attorneys and/or in a central depository or depository agent (including our Affiliates)). 8.2 Without prejudice to the provisions of this Clause, General Terms 5.4 to 5.8 of the Private Client Terms shall be applicable to this Security Agreement and shall be incorporated in this Security Agreement as if it had been set out in full herein mutatis mutandis. 8.3 You shall indemnify and hold us and our agents, representatives, correspondents or attorneys harmless against all liabilities (except when such liabilities arise out of the fraud, gross negligence or wilful default of us or our employees) legal costs and expenses, on a full indemnity basis, which may be incurred, sustained or arise in respect of non-performance or non-observance of any of your undertakings or agreements contained herein or in respect of anything done or omitted relating in any way whatsoever to this Security Agreement or the Charged Property. 8.4 We may retain and pay out of any money in our possession all sums necessary to effect the indemnities contained in this Clause 8 and all sums payable by you under this Clause 8 shall form part of the monies hereby secured.

Limitation of Liability and Indemnities. 8.1 Neither we nor our nominees13.1 Save as provided in Clauses 13.2 and 13.4, agentsand subject to Clause 13.6, representativesno Provider or its Affiliates or any of their respective directors, correspondents officers or attorneys employees or any of the heirs, executors, successors and or assigns of any of the foregoing (each, a “Provider Indemnified Party”) shall have any liability in contract, tort or otherwise to the Recipient or its Affiliates or Representatives for or in connection with any Services rendered or to be rendered by any Provider Indemnified Party pursuant to this Agreement, (ii) the transactions contemplated by this Agreement or (iii) any Provider Indemnified Party’s actions or inactions in connection with any such Services or transactions. For the avoidance of doubt this Clause shall not preclude a Recipient from exercising any remedies expressly provided elsewhere in this Agreement. 13.2 Each Provider shall indemnify, defend and hold harmless each relevant Recipient and each of its subsidiaries and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (each a “Recipient Indemnified Party”), from and against any and all liabilities of the Recipient Indemnified Parties relating to, arising out of, or resulting from: (i) the gross negligence or wilful misconduct of a Provider Indemnified Party in connection with the Provider Indemnified Party’s provision of the Services; (ii) the improper use or disclosure of information of, or regarding, a customer or potential customer of a Recipient Indemnified Party in connection with the Provider Indemnified Party’s provision of the Services; or (iii) any violation of applicable law or regulation by a Provider Indemnified Party in connection with the Provider Indemnified Party’s provision of the Services including without limitation any breach of the FSA’s rules or any other regulator’s rules, save where the Provider Indemnified Party was acting in compliance with the Recipient Indemnified Party’s express instructions, provided that, subject to Clause 13.6, (a) the aggregate liability of FIGSL as a Provider pursuant to this Clause shall in no event exceed £5 million and (b) the aggregate liability of GELS as a Provider pursuant to this Clause shall not exceed £5 million. 13.3 Each Recipient shall indemnify, defend and hold harmless each relevant Provider Indemnified Party from and against any and all liabilities of the Provider Indemnified Parties relating to, arising out of, or resulting from the provision of the Services by any Provider or any of its subsidiaries (including without limitation any liabilities arising out of any violation of applicable law or regulation or any breach of the FSA’s rules or any other regulator’s rules by a Recipient Indemnified Party in connection with the Services) except for (A) any liabilities that result from a Provider Indemnified Party’s negligence in connection with the provision of the Services, (B) any liabilities that result from a Provider Indemnified Party’s breach of this Agreement or (C) any liabilities for which the Provider is required to indemnify a Recipient Indemnified Party pursuant to Clause 13.2. For the avoidance of doubt, a Recipient’s liability under this Clause 13.3 shall be unlimited save as provided in Clause 13.5. 13.4 In addition, save as provided in Clause 4.8, the parties agree they shall share equally any liability incurred by a party or any of its Group Companies in connection with any claim brought against a party or any of its Group Companies pursuant to the Transfer Regulations by any employee of either party or any of the parties’ Group Companies in connection with the termination of any Service under this Agreement or of the Agreement as a whole (an “Employee Claim”). Each party shall indemnify the other party and each of the other party’s Group Companies against fifty per cent. (50%) of all expenses, damages, compensation, fines and other liabilities including reasonable legal costs arising out of or in connection with any Employee Claim. 13.5 Subject to Clause 13.6 but notwithstanding any other provision contained in this Agreement, neither party shall be liable to you the other for any actspecial, delay indirect, punitive, incidental or failure to act on our part and/or the part of our nomineesconsequential losses, agents, representatives, correspondents damages or attorneys, in respect expenses of the Charged Property. In particular and other, including, without limitation limitation, loss of profits, arising from any claim relating to the generality breach of the foregoing, neither we this Agreement or our nominees, agents, representatives, correspondents or attorneys shall be liable for any loss or damage howsoever arising from, through or occasioned by otherwise relating to any of the following: 8.1.1 Services provided hereunder save that the giving of or failure to give instructions of any sort for whatever purpose; or 8.1.2 any computer breakdown or malfunction (whether in our settlement system and/or clearance system and/or the settlement system and/or clearance system of our nominees, agents, representatives, correspondents or attorneys and/or in a central depository or depository agent (including our Affiliates)). 8.2 Without prejudice to the provisions of this Clause, General Terms 5.4 to 5.8 of the Private Client Terms shall be applicable to this Security Agreement and shall be incorporated in this Security Agreement as if it had been set out in full herein mutatis mutandis. 8.3 You shall indemnify and hold us and our agents, representatives, correspondents or attorneys harmless against all liabilities (except when such liabilities arise out of the fraud, gross negligence or wilful default of us or our employees) legal costs and expenses, on a full indemnity basis, which may be incurred, sustained or arise in respect of non-performance or non-observance of any of your undertakings or agreements contained herein or in respect of anything done or omitted relating in any way whatsoever to this Security Agreement or the Charged Property. 8.4 We may retain and pay out of any money in our possession all sums necessary to effect the indemnities limitations contained in this Clause 8 13.5 shall not apply to: 13.5.1 damages awarded to a third party pursuant to a third party claim for which a Provider is required to indemnify, defend and all sums payable hold harmless any Recipient Indemnified Party under Clause 13.2; or 13.5.2 damages awarded to a third party pursuant to a third party claim for which a Recipient is required to indemnify, defend and hold harmless any Provider Indemnified Party under Clause 13.3. 13.6 Nothing in this Agreement shall exclude or limit the liability of a party in respect of: 13.6.1 death or personal injury caused by you the negligent or malicious acts or omissions of such party; 13.6.2 fraud; 13.6.3 the indemnities in respect of Employee Claims contained in Clause 13.4; or 13.6.4 GELS’ payment obligations in respect of employees under Clause 4.8. 13.7 Nothing in this Clause 13 shall be deemed to eliminate or limit in any respect GELS or FIGSL’s express obligations under this Clause 8 shall form part of Agreement to pay, as applicable, Service Charges, Other Costs, the monies hereby securedTotal Conversion Cost Amount and the Total Consents Cost Amount.

Limitation of Liability and Indemnities. 8.1 Neither we nor our nominees, agents, representatives, correspondents or attorneys shall be liable to 13.1 We indemnify you for any actloss of Cash (excluding Valuables) in relation to which we provide the Services, delay but only to the extent that: (a) the Cash is in our Care, Custody or failure to act on our part and/or the part of our nominees, agents, representatives, correspondents or attorneys, Control; (b) Our Insurance Cover provides protection in respect of the Charged Property. In particular that loss or damage, and without limitation only up to the generality Insured Amount; and (c) the loss or damage has not resulted (either directly or indirectly) from an Excluded Risk. 13.2 For the avoidance of the foregoingdoubt, neither we or our nominees, agents, representatives, correspondents or attorneys shall will not be liable for any loss or damage howsoever arising fromassociated with any Valuables provided to us under this agreement, through or occasioned by any unless we have agreed otherwise in writing. 13.3 The maximum liability of Armaguard, its employees, sub-contractors and agents under this Agreement, other than in respect of clause 13.1, is $5,000,000. 13.4 With the exception of the following: 8.1.1 the giving of or failure to give instructions of any sort for whatever purpose; or 8.1.2 any computer breakdown or malfunction liability accepted by us in clause 13.1, we will not be liable (whether in our settlement system and/or clearance system and/or the settlement system and/or clearance system of our nominees, agents, representatives, correspondents tort or attorneys and/or in a central depository contract or depository agent (including our Affiliates)). 8.2 Without prejudice to the provisions of this Clause, General Terms 5.4 to 5.8 of the Private Client Terms shall be applicable to this Security Agreement and shall be incorporated in this Security Agreement as if it had been set out in full herein mutatis mutandis. 8.3 You shall indemnify and hold us and our agents, representatives, correspondents or attorneys harmless against all liabilities (except when such liabilities arise out of the fraud, gross negligence or wilful default of us or our employeesotherwise) legal costs and expenses, on a full indemnity basis, which may be incurred, sustained or arise in respect of non-performance or non-observance of any of your undertakings or agreements contained herein for or in respect of anything done any loss or omitted relating damage of any kind including (but not limited to) loss or damage associated with: (a) any personal injury, illness or death to any person; or (b) damage to any property, unless arising directly or indirectly from any act or omission (whether negligent or otherwise) on our part or on the part of any of our Representatives in performing the Services under this agreement. 13.5 You indemnify us, and must keep us indemnified, for any way whatsoever loss, cost or expense suffered or incurred by us as a result of any claim, action, demand or proceeding brought by any person in respect of the loss or damage described in clause 13.4. 13.6 You warrant that you have full power and authority to deal with the Cash and you indemnify us, and must keep us indemnified, against any claim of any nature by any person in respect of the Cash. 13.7 Notwithstanding any other provision in this Security agreement and to the extent permitted by law, neither party will be liable to the other party in connection with this Agreement or any other obligation or duty (including the Charged Propertyduty of care for the purposes of the tort of negligence) for any: (a) losses, damages, costs and/or expenses which cannot fairly and reasonably be considered to arise naturally (that is, according to the usual course of things) from the relevant breach of this Agreement; including: (b) loss or deferment of actual or anticipated profits or revenue, loss of goodwill or reputation, loss or deferment of anticipated benefits or savings, loss or deferment of any prospect or business opportunity, loss of data, loss of value, or loss of production or other business interruption loss; and (c) losses which are described as special losses, consequential losses or economic losses. 8.4 We may retain 13.8 Every exemption, limitation, defence, immunity or other benefit to which we are entitled under this agreement will also will extend to protect each of our Representatives (excluding you and pay out of any money in our possession all sums necessary to effect the indemnities contained your Representatives). 13.9 Each indemnity in this Clause 8 agreement is a continuing obligation separate and all sums payable independent from the other obligations and survives termination of this agreement. 13.10 It is not necessary for either party to incur expense or make payment before enforcing a right of indemnity conferred by you under this Clause 8 shall form part of the monies hereby securedagreement.

Limitation of Liability and Indemnities. 8.1 Neither we nor our nominees7.1 In addition to the obligations of OFS under Section 5, agentsOFS agrees to indemnify, representativesdefend and hold harmless OBPI and its Affiliates and their respective employees, correspondents or attorneys shall be liable to you for any actofficers, delay directors, representatives and agents harmless from and against all claims, losses, costs, damages and expenses (including, without limitation, attorneys’ fees and expenses), penalties and liabilities (collectively, “Liabilities”) (i) arising out of the acts (or failure to act on our part and/or act) by any such Persons in connection with the part performance by such Persons of our nomineesServices contemplated by this Agreement, agents, representatives, correspondents or attorneys, in respect of the Charged Property. In particular and without limitation (ii) except to the generality of extent that ONEOK has specifically agreed to indemnify the foregoing, neither we or our nominees, agents, representatives, correspondents or attorneys shall be liable for any loss or damage howsoever arising from, through or occasioned by any of the following: 8.1.1 the giving of or failure to give instructions of any sort for whatever purpose; or 8.1.2 any computer breakdown or malfunction (whether in our settlement system and/or clearance system and/or the settlement system and/or clearance system of our nominees, agents, representatives, correspondents or attorneys and/or in a central depository or depository agent (including our Affiliates)). 8.2 Without prejudice NBP Partnerships pursuant to the provisions of this ClauseContribution Agreement, General Terms 5.4 to 5.8 of the Private Client Terms shall be applicable to this Security Agreement and shall be incorporated in this Security Agreement as if it had been set out in full herein mutatis mutandis. 8.3 You shall indemnify and hold us and our agents, representatives, correspondents or attorneys harmless against all liabilities (except when such liabilities arise arising out of the fraudownership, gross negligence operation and maintenance of the Bushton Plant at any time prior to or wilful default after the date of us or our employees) legal costs and expenses, on a full indemnity basis, which may be incurred, sustained or arise in respect of non-performance or non-observance of any of your undertakings or agreements contained herein or in respect of anything done or omitted relating in any way whatsoever to this Security Agreement or (iii) except to the Charged Propertyextent that ONEOK has specifically agreed to indemnify the NBP Partnerships pursuant to the Contribution Agreement, of or attributable to OBPI, whether arising or incurred prior to or after the date of this Agreement, and in the case of (i), (ii) and (iii) above, REGARDLESS OF WHETHER OBPI OR SUCH OTHER PERSONS OR ENTITIES MAY BE WHOLLY, CONCURRENTLY, PARTIALLY OR SOLELY NEGLIGENT OR OTHERWISE AT FAULT IN CONNECTION THEREWITH; PROVIDED, HOWEVER, THAT NEITHER OBPI NOR ANY OF SUCH OTHER PERSONS AND ENTITIES SHALL BE INDEMNIFIED FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF OBPI OR SUCH OTHER PERSONS OR ENTITIES. 8.4 We may retain 7.2 OBPI and pay ONEOK jointly and severally agree to indemnify, defend and hold harmless OFS and its Affiliates, and their respective employees, officers, directors, representatives and agents, harmless from and against all Liabilities arising out of any money willful or grossly negligent breach of this Agreement by OPBI or ONEOK, REGARDLESS OF WHETHER OFS OR SUCH OTHER PERSONS OR ENTITIES MAY BE WHOLLY, CONCURRENTLY, PARTIALLY OR SOLELY NEGLIGENT OR OTHERWISE AT FAULT IN CONNECTION THEREWITH; PROVIDED, HOWEVER, THAT NEITHER OFS NOR ANY OF SUCH OTHER PERSONS AND ENTITIES SHALL BE INDEMNIFIED FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF OFS OR SUCH OTHER PERSONS OR ENTITIES. 7.3 It is understood and agreed that in our possession the event that OBPI is made a defendant in any suit, action or proceeding for which it is entitled to be indemnified pursuant to this Agreement, and OFS fails or refuses to timely assume the defense thereof, after having been notified by OBPI to do so, then OBPI may compromise, settle or defend any such claim, and OFS shall be bound and obligated to reimburse OBPI for the amount expended by OBPI in settling and compromising any such claim, or for the amount expended by OBPI in paying any judgment rendered therein, in all sums necessary cases together with all reasonable attorneys’ fees and costs incurred by OBPI party for defense or settlement of such claim. Any judgment rendered against OBPI or amount expended by OBPI in compromising or settling such claim, together with all reasonable attorneys’ fees and costs, shall be conclusive as determining the amount for which OFS is liable to effect the indemnities contained in this Clause 8 and all sums payable by you under this Clause 8 shall form part of the monies hereby securedreimburse OBPI hereunder.

Limitation of Liability and Indemnities. 8.1 Neither we nor our nominees13.1 Save as provided in Clauses 13.2 and 13.4, agentsand subject to Clause 13.6, representativesno Provider or its Affiliates or any of their respective directors, correspondents officers or attorneys employees or any of the heirs, executors, successors and or assigns of any of the foregoing (each, a “Provider Indemnified Party”) shall have any liability in contract, tort or otherwise to the Recipient or its Affiliates or Representatives for or in connection with any Services rendered or to be rendered by any Provider Indemnified Party pursuant to this Agreement, (ii) the transactions contemplated by this Agreement or (iii) any Provider Indemnified Party’s actions or inactions in connection with any such Services or transactions. For the avoidance of doubt this Clause shall not preclude a Recipient from exercising any remedies expressly provided elsewhere in this Agreement. 13.2 Each Provider shall indemnify, defend and hold harmless each relevant Recipient and each of its subsidiaries and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (each a “Recipient Indemnified Party”), from and against any and all liabilities of the Recipient Indemnified Parties relating to, arising out of, or resulting from: (i) the gross negligence or wilful misconduct of a Provider Indemnified Party in connection with the Provider Indemnified Party’s provision of the Services; (ii) the improper use or disclosure of information of, or regarding, a customer or potential customer of a Recipient Indemnified Party in connection with the Provider Indemnified Party’s provision of the Services; or (iii) any violation of applicable law or regulation by a Provider Indemnified Party in connection with the Provider Indemnified Party’s provision of the Services including without limitation any breach of the FSA’s rules or any other regulator’s rules, save where the Provider Indemnified Party was acting in compliance with the Recipient Indemnified Party’s express instructions, provided that, subject to Clause 13.6, (a) the aggregate liability of FIGSL as a Provider pursuant to this Clause shall in no event exceed £5 million and (b) the aggregate liability of GELS as a Provider pursuant to this Clause shall not exceed £5 million. 13.3 Each Recipient shall indemnify, defend and hold harmless each relevant Provider Indemnified Party from and against any and all liabilities of the Provider Indemnified Parties relating to, arising out of, or resulting from the provision of the Services by any Provider or any of its subsidiaries (including without limitation any liabilities arising out of any violation of applicable law or regulation or any breach of the FSA’s rules or any other regulator’s rules by a Recipient Indemnified Party in connection with the Services) except for (A) any liabilities that result from a Provider Indemnified Party’s negligence in connection with the provision of the Services, (B) any liabilities that result from a Provider Indemnified Party’s breach of this Agreement or (C) any liabilities for which the Provider is required to indemnify a Recipient Indemnified Party pursuant to Clause 13.2. For the avoidance of doubt, a Recipient’s liability under this Clause 13.3 shall be unlimited save as provided in Clause 13.5. 13.4 In addition, save as provided in Clause 4.8, the parties agree they shall share equally any liability incurred by a party or any of its Group Companies in connection with any claim brought against a party or any of its Group Companies pursuant to the Transfer Regulations by any employee of either party or any of the parties’ Group Companies in connection with the termination of any Service under this Agreement or of the Agreement as a whole (an “Employee Claim”). Each party shall indemnify the other party and each of the other party’s Group Companies against fifty per cent. (50%) of all expenses, damages, compensation, fines and other liabilities including reasonable legal costs arising out of or in connection with any Employee Claim. 13.5 Subject to Clause 13.6 but notwithstanding any other provision contained in this Agreement, neither party shall be liable to you the other for any actspecial, delay indirect, punitive, incidental or failure to act on our part and/or the part of our nomineesconsequential losses, agents, representatives, correspondents damages or attorneys, in respect expenses of the Charged Property. In particular and other, including, without limitation limitation, loss of profits, arising from any claim relating to the generality breach of the foregoing, neither we this Agreement or our nominees, agents, representatives, correspondents or attorneys shall be liable for any loss or damage howsoever arising from, through or occasioned by otherwise relating to any of the following: 8.1.1 Services provided hereunder save that the giving of or failure to give instructions of any sort for whatever purpose; or 8.1.2 any computer breakdown or malfunction (whether in our settlement system and/or clearance system and/or the settlement system and/or clearance system of our nominees, agents, representatives, correspondents or attorneys and/or in a central depository or depository agent (including our Affiliates)). 8.2 Without prejudice to the provisions of this Clause, General Terms 5.4 to 5.8 of the Private Client Terms shall be applicable to this Security Agreement and shall be incorporated in this Security Agreement as if it had been set out in full herein mutatis mutandis. 8.3 You shall indemnify and hold us and our agents, representatives, correspondents or attorneys harmless against all liabilities (except when such liabilities arise out of the fraud, gross negligence or wilful default of us or our employees) legal costs and expenses, on a full indemnity basis, which may be incurred, sustained or arise in respect of non-performance or non-observance of any of your undertakings or agreements contained herein or in respect of anything done or omitted relating in any way whatsoever to this Security Agreement or the Charged Property. 8.4 We may retain and pay out of any money in our possession all sums necessary to effect the indemnities limitations contained in this Clause 8 13.5 shall not apply to: 13.5.1 damages awarded to a third party pursuant to a third party claim for which a Provider is required to indemnify, defend and all sums payable hold harmless any Recipient Indemnified Party under Clause 13.2; or 13.5.2 damages awarded to a third party pursuant to a third party claim for which a Recipient is required to indemnify, defend and hold harmless any Provider Indemnified Party under Clause 13.3. 13.6 Nothing in this Agreement shall exclude or limit the liability of a party in respect of: 13.6.1 death or personal injury caused by you the negligent or malicious acts or omissions of such party; 13.6.2 fraud; 13.6.3 the indemnities in respect of Employee Claims contained in Clause 13.4; or 13.6.4 GELS’ payment obligations in respect of employees under Clause 4.8. 13.7 Nothing in this Clause 13 shall be deemed to eliminate or limit in any respect GELS or FIGSL’s express payment and reimbursement obligations under this Clause 8 shall form part of the monies hereby securedAgreement.