Common use of TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW Clause in Contracts

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE PROVIDER SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS DISTRICT, ITS TRUSTEES, OFFICERS, DIRECTORS, OFFICIALS, PROVIDERS, VOLUNTEERS, EMPLOYEES, SUCCESSORS AND ASSIGNEES, THE ARCHITECTS, ENGINEERS, AND THE PROGRAM MANAGERS (COLLECTIVELY, "THE INDEMNIFIED PARTIES") OF, FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, PENALTIES, AND EXPENSES, INCLUDING ATTORNEY FEES AND COURT COSTS, OF ANY NATURE, KIND OR DESCRIPTION OF ANY PERSON OR ENTITY, TO THE EXTENT DIRECTLY OR INDIRECTLY ARISING OUT OF, CAUSED BY, OR RESULTING FROM ANY NEGLIGENT, WRONGFUL OR TORTIOUS ACT OR OMISSION OF THE PROVIDER, ANY SUBCONTRACTOR, SUB- PROVIDER, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM OR ANYONE THAT THEY CONTROL OR EXERCISE CONTROL OVER (COLLECTIVELY, "THE LIABILITIES"). IN THE EVENT OR FAILURE BY THE PROVIDER TO FULLY PERFORM IN ACCORDANCE WITH THIS INDEMNIFICATION PARAGRAPH, EACH OF THE INDEMNIFIED PARTIES MAY, AT ITS OPTION, AND WITHOUT RELIEVING PROVIDER OF ITS OBLIGATIONS HEREUNDER, MAY SO PERFORM, BUT ALL COSTS AND EXPENSES SO INCURRED BY ANY OF THE INDEMNIFIED PARTIES IN THAT EVENT SHALL BE REIMBURSED BY PROVIDER TO THE INDEMNIFIED PARTIES, AND ANY COST AND EXPENSES SO INCURRED BY INDEMNIFIED PARTIES, OR ANY OF THEM SHALL BEAR INTEREST UNTIL REIMBURSED BY PROVIDER, AT THE RATE OF INTEREST PROVIDED TO BE PAID BY THE JUDGMENT UNDER THE LAWS OF THE STATE OF TEXAS. THIS INDEMNIFICATION PARAGRAPH SHALL NOT BE LIMITED TO DAMAGES COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKER'S COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFIT ACTS. PROVIDER SHALL PROTECT AND INDEMNIFY THE DISTRICT FROM AND AGAINST ALL CLAIMS, DAMAGES, JUDGMENTS AND LOSS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY UNITED STATES PATENT, OR COPYRIGHT, ARISING BY OR OUT OF ANY OF THE WORK PERFORMED HEREUNDER OR THE USE BY PROVIDER, OR BY DISTRICT AT THE DIRECTION OF PROVIDER, OF ANY ARTICLE OR MATERIAL, PROVIDED THAT UPON BECOMING AWARE OF A SUIT OR THREAT OF SUIT FOR PATENT OR COPYRIGHT INFRINGEMENT, DISTRICT SHALL PROMPTLY NOTIFY PROVIDER AND PROVIDER SHALL BE GIVEN FULL OPPORTUNITY TO NEGOTIATE A SETTLEMENT. PROVIDER DOES NOT WARRANT AGAINST INFRINGEMENT BY REASON OF DISTRICT'S OR ARCHITECT’S OR ENGINEER’S DESIGN OF ARTICLES OR THE USE THEREOF IN COMBINATION WITH OTHER MATERIALS OR IN THE OPERATION OF ANY PROCESS. IN THE EVENT OF LITIGATION, DISTRICT AGREES TO COOPERATE REASONABLY WITH PROVIDER AND PARTIES SHALL BE ENTITLED, IN CONNECTION WITH ANY SUCH LITIGATION, TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of these indemnification obligations, such legal limitations are made part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and so modified, the indemnification obligations shall continue in full force and effect. The indemnities contained herein shall survive the termination of this Agreement for any reason whatsoever.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY US, (A) THE PROVIDER SHALL SITE AND DOES AGREE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OR REPRESENTATIONS AS TO INDEMNIFYTHE SITE AND THE SERVICES, PROTECTINCLUDING, DEFENDWITHOUT LIMITATION, ANY IMPLIED REPRESENTATIONS OR WARRANTIES, GUARANTIES, AND HOLD HARMLESS DISTRICTCONDITIONS OF MERCHANTABILITY, ITS TRUSTEESFITNESS FOR A PARTICULAR PURPOSE, OFFICERSTITLE AND NON- INFRINGEMENT, DIRECTORSAVAILABILITY, OFFICIALSTIMELINESS, PROVIDERSQUALITY, VOLUNTEERSSTABILITY, EMPLOYEES, SUCCESSORS ACCURACY OR COMPLETENESS OF THE SITE AND ASSIGNEES, THE ARCHITECTS, ENGINEERSSERVICES OR RESULTS OBTAINED BY USING THE SITE AND THE SERVICES, AND QUALITY OF THE PROGRAM MANAGERS SITE AND THE SERVICES, (COLLECTIVELYII) WE DO NOT REPRESENT OR WARRANT THAT THE SITE AND THE SERVICES ARE RELIABLE, "CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE INDEMNIFIED PARTIES") OF, FROM SITE AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, PENALTIESTHE SERVICES WILL BE CORRECTED, AND EXPENSES(III) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SITE AND SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, INCLUDING ATTORNEY FEES AND COURT COSTSWE AND OUR AFFILIATES ASSUME NO LIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE AND OUR AFFILIATES MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SITE OR THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED BY A REASON OF ANY NATURE, KIND OR DESCRIPTION DEFECT OF ANY PERSON OR ENTITY, TO THE EXTENT DIRECTLY OR INDIRECTLY ARISING OUT OF, CAUSED BY, OR RESULTING FROM ANY NEGLIGENT, WRONGFUL OR TORTIOUS ACT OR OMISSION OF THE PROVIDER, ANY SUBCONTRACTOR, SUB- PROVIDER, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM OR ANYONE THAT THEY CONTROL OR EXERCISE CONTROL OVER (COLLECTIVELY, "THE LIABILITIES"). IN THE EVENT OR FAILURE BY THE PROVIDER TO FULLY PERFORM IN ACCORDANCE WITH THIS INDEMNIFICATION PARAGRAPH, EACH OF THE INDEMNIFIED PARTIES MAY, AT ITS OPTION, AND WITHOUT RELIEVING PROVIDER OF ITS OBLIGATIONS HEREUNDER, MAY SO PERFORM, BUT ALL COSTS AND EXPENSES SO INCURRED BY ANY OF THE INDEMNIFIED PARTIES IN THAT EVENT SHALL BE REIMBURSED BY PROVIDER TO THE INDEMNIFIED PARTIES, AND ANY COST AND EXPENSES SO INCURRED BY INDEMNIFIED PARTIES, OR ANY OF THEM SHALL BEAR INTEREST UNTIL REIMBURSED BY PROVIDER, AT THE RATE OF INTEREST PROVIDED TO BE PAID BY THE JUDGMENT UNDER THE LAWS OF THE STATE OF TEXAS. THIS INDEMNIFICATION PARAGRAPH SHALL NOT BE LIMITED TO DAMAGES COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKER'S COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFIT ACTS. PROVIDER SHALL PROTECT AND INDEMNIFY THE DISTRICT FROM AND AGAINST ALL CLAIMS, DAMAGES, JUDGMENTS AND LOSS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY UNITED STATES PATENT, OR COPYRIGHT, ARISING BY OR OUT OF ANY OF THE WORK PERFORMED HEREUNDER OR THE USE BY PROVIDER, SOFTWARE OR BY DISTRICT AT THE DIRECTION OF PROVIDERA REASON ON OUR PART OR OUR AFFILIATES, OF ANY ARTICLE ERROR- FREE OR MATERIALWILL BE AVAILABLE, PROVIDED THAT UPON BECOMING AWARE OF ACCESSIBLE, FUNCTIONAL TWENTY FOUR HOURS A SUIT DAY OR THREAT OF SUIT FOR PATENT OR COPYRIGHT INFRINGEMENT, DISTRICT SHALL PROMPTLY NOTIFY PROVIDER AND PROVIDER SHALL WILL BE GIVEN FULL OPPORTUNITY TO NEGOTIATE A SETTLEMENT. PROVIDER DOES NOT WARRANT AGAINST INFRINGEMENT BY REASON OF DISTRICT'S OR ARCHITECT’S OR ENGINEER’S DESIGN OF ARTICLES OR THE USE THEREOF IN COMBINATION WITH OTHER MATERIALS OR IN THE OPERATION OF ANY PROCESS. IN THE EVENT OF LITIGATION, DISTRICT AGREES TO COOPERATE REASONABLY WITH PROVIDER AND PARTIES SHALL BE ENTITLED, IN CONNECTION WITH ANY SUCH LITIGATION, TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of these indemnification obligations, such legal limitations are made part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and so modified, the indemnification obligations shall continue in full force and effect. The indemnities contained herein shall survive the termination of this Agreement for any reason whatsoeverFUNCTIONAL AS IT DESIGNED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE PROVIDER SHALL AND DOES AGREE LESSEE AGREES TO INDEMNIFY, PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS DISTRICT, ITS TRUSTEES, OFFICERS, DIRECTORS, OFFICIALS, PROVIDERS, VOLUNTEERS, EMPLOYEES, SUCCESSORS AND ASSIGNEES, THE ARCHITECTS, ENGINEERSLESSOR, AND THE PROGRAM MANAGERS (COLLECTIVELYLESSOR’S REPRESENTATIVES, "THE INDEMNIFIED PARTIES") OFSUCCESSORS, FROM AND ASSIGNS AGAINST ALL EXPENSES, CLAIMS, DAMAGES, LOSSESDEMANDS, LIABILITIES, LIENS, AND CAUSES OF ACTIONACTION OF ANY NATURE FOR NUISANCE, SUITSFOR INJURY TO OR DEATH OF PERSONS AND FOR LOSS OR DAMAGE TO PROPERTY, JUDGMENTSOR ANY OF THEM, PENALTIESINCLUDING, AND EXPENSESWITHOUT LIMITATION, INCLUDING ATTORNEY FEES FEES, EXPERT FEES, AND COURT COSTS, OF ANY NATURE, KIND OR DESCRIPTION OF ANY PERSON OR ENTITY, TO THE EXTENT DIRECTLY OR INDIRECTLY ARISING OUT OF, CAUSED BY, BY OR RESULTING FROM LESSEE’S ACTIVITIES OR LESSEE’S MARKETING OF PRODUCTION FROM THE LAND OR ANY NEGLIGENTVIOLATION OF ANY ENVIRONMENTAL REQUIREMENTS BY LESSEE. AS USED IN THIS PARAGRAPH, WRONGFUL THE TERM “LESSEE” INCLUDES LESSEE, ITS AGENTS, EMPLOYEES, SERVANTS, CONTRACTORS, AND ANY OTHER PERSON ACTING UNDER ITS DIRECTION AND CONTROL, AND ITS INDEPENDENT CONTRACTORS. LESSEE’S INDEMNITY OBLIGATIONS SURVIVE THE TERMINATION OF THIS LEASE. LESSEE SHALL PROMPTLY ADVISE LESSOR IN WRITING OF ANY ACTION, ADMINISTRATIVE OR TORTIOUS ACT LEGAL PROCEEDING OR OMISSION INVESTIGATION TO WHICH THIS INDEMNIFICATION MAY APPLY, AND LESSEE, AT LESSOR’S REQUEST AND LESSEE’S EXPENSE, SHALL ASSUME ON BEHALF OF LESSOR (AND THE PROVIDEROTHER INDEMNITEES) AND CONDUCT WITH DUE DILIGENCE AND IN GOOD FAITH THE DEFENSES THEREOF WITH COUNSEL SATISFACTORY TO LESSOR; PROVIDED, HOWEVER, THAT ANY SUBCONTRACTORINDEMNITEE SHALL HAVE THE RIGHT, SUB- PROVIDERAT ITS OPTION, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED TO BE REPRESENTED THEREIN BY THEM OR ANYONE THAT THEY CONTROL OR EXERCISE CONTROL OVER (COLLECTIVELY, "THE LIABILITIES")ADVISORY COUNSEL OF ITS OWN SELECTION AND AT ITS OWN EXPENSE. IN THE EVENT OR OF FAILURE BY THE PROVIDER LESSEE TO FULLY PERFORM IN ACCORDANCE WITH THIS INDEMNIFICATION PARAGRAPHPARAGRAPH 17, EACH OF THE INDEMNIFIED PARTIES MAY, LESSOR AT ITS OPTION, AND WITHOUT RELIEVING PROVIDER LESSEE OF ITS OBLIGATIONS HEREUNDER, MAY SO PERFORM, BUT ALL COSTS AND EXPENSES SO INCURRED BY ANY OF THE INDEMNIFIED PARTIES LESSOR IN THAT EVENT SHALL BE REIMBURSED BY PROVIDER LESSEE TO LESSOR, TOGETHER WITH INTEREST ON THE INDEMNIFIED PARTIES, AND SAME FROM THE DATE ANY COST AND EXPENSES SO INCURRED SUCH EXPENSE WAS PAID BY INDEMNIFIED PARTIES, OR ANY OF THEM SHALL BEAR INTEREST LESSOR UNTIL REIMBURSED BY PROVIDERLESSEE, AT THE RATE OF INTEREST PROVIDED TO BE PAID ON JUDGMENTS BY THE JUDGMENT UNDER THE LAWS LAW OF THE STATE JURISDICTION TO WHICH THE INTERPRETATION OF TEXASTHIS AGREEMENT IS SUBJECT. THIS INDEMNIFICATION PARAGRAPH SHALL NOT BE LIMITED INDEMNITY IS INTENDED TO DAMAGES COMPENSATION ALLOCATE RESPONSIBILITY BETWEEN LESSOR AND LESSEE, AMONG OTHER THINGS, AS CONTEMPLATED BY SECTION 107(E)(1) OF CERCLA AND ANY SUCCESSOR FEDERAL STATUTE, RULE OR BENEFITS PAYABLE UNDER INSURANCE POLICIESREGULATIONS OR COMPARABLE STATE STATUTE, WORKER'S COMPENSATION ACTS, DISABILITY BENEFIT ACTS RULE OR OTHER EMPLOYEE BENEFIT ACTS. PROVIDER SHALL PROTECT AND INDEMNIFY THE DISTRICT FROM AND AGAINST ALL CLAIMS, DAMAGES, JUDGMENTS AND LOSS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY UNITED STATES PATENT, OR COPYRIGHT, ARISING BY OR OUT OF ANY OF THE WORK PERFORMED HEREUNDER OR THE USE BY PROVIDER, OR BY DISTRICT AT THE DIRECTION OF PROVIDER, OF ANY ARTICLE OR MATERIAL, PROVIDED THAT UPON BECOMING AWARE OF A SUIT OR THREAT OF SUIT FOR PATENT OR COPYRIGHT INFRINGEMENT, DISTRICT SHALL PROMPTLY NOTIFY PROVIDER AND PROVIDER SHALL BE GIVEN FULL OPPORTUNITY TO NEGOTIATE A SETTLEMENT. PROVIDER DOES NOT WARRANT AGAINST INFRINGEMENT BY REASON OF DISTRICT'S OR ARCHITECT’S OR ENGINEER’S DESIGN OF ARTICLES OR THE USE THEREOF IN COMBINATION WITH OTHER MATERIALS OR IN THE OPERATION OF ANY PROCESS. IN THE EVENT OF LITIGATION, DISTRICT AGREES TO COOPERATE REASONABLY WITH PROVIDER AND PARTIES SHALL BE ENTITLED, IN CONNECTION WITH ANY SUCH LITIGATION, TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of these indemnification obligations, such legal limitations are made part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and so modified, the indemnification obligations shall continue in full force and effect. The indemnities contained herein shall survive the termination of this Agreement for any reason whatsoeverREGULATION.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE PROVIDER SHALL AND DOES AGREE LESSEE AGREES TO INDEMNIFY, PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS DISTRICT, ITS TRUSTEES, OFFICERS, DIRECTORS, OFFICIALS, PROVIDERS, VOLUNTEERS, EMPLOYEES, SUCCESSORS AND ASSIGNEES, THE ARCHITECTS, ENGINEERSLESSOR, AND THE PROGRAM MANAGERS (COLLECTIVELYLESSOR’S REPRESENTATIVES, "THE INDEMNIFIED PARTIES") OFSUCCESSORS, FROM AND ASSIGNS AGAINST ALL EXPENSES, CLAIMS, DAMAGES, LOSSESDEMANDS, LIABILITIES, LIENS, AND CAUSES OF ACTIONACTION OF ANY NATURE FOR NUISANCE, SUITSFOR INJURY TO OR DEATH OF PERSONS AND FOR LOSS OR DAMAGE TO PROPERTY, JUDGMENTSOR ANY OF THEM, PENALTIESINCLUDING, AND EXPENSESWITHOUT LIMITATION, INCLUDING ATTORNEY FEES FEES, EXPERT FEES, AND COURT COSTS, OF ANY NATURE, KIND OR DESCRIPTION OF ANY PERSON OR ENTITY, TO THE EXTENT DIRECTLY OR INDIRECTLY ARISING OUT OF, CAUSED BY, BY OR RESULTING FROM LESSEE’S ACTIVITIES OR LESSEE’S MARKETING OF PRODUCTION FROM THE LAND OR ANY NEGLIGENTVIOLATION OF ANY ENVIRONMENTAL REQUIREMENTS BY LESSEE. AS USED IN THIS PARAGRAPH, WRONGFUL THE TERM “LESSEE” INCLUDES LESSEE, ITS AGENTS, EMPLOYEES, SERVANTS, CONTRACTORS, AND ANY OTHER PERSON ACTING UNDER ITS DIRECTION AND CONTROL, AND ITS INDEPENDENT CONTRACTORS. LESSEE’S INDEMNITY OBLIGATIONS SURVIVE THE TERMINATION OF THIS LEASE. LESSEE SHALL PROMPTLY ADVISE LESSOR IN WRITING OF ANY ACTION, ADMINISTRATIVE OR TORTIOUS ACT LEGAL PROCEEDING OR OMISSION OF THE PROVIDER, ANY SUBCONTRACTOR, SUB- PROVIDER, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM OR ANYONE THAT THEY CONTROL OR EXERCISE CONTROL OVER (COLLECTIVELY, "THE LIABILITIES"). IN THE EVENT OR FAILURE BY THE PROVIDER INVESTIGATION TO FULLY PERFORM IN ACCORDANCE WITH WHICH THIS INDEMNIFICATION PARAGRAPHMAY APPLY, EACH AND LESSEE, AT LESSOR’S REQUEST AND LESSEE’S EXPENSE, SHALL ASSUME ON BEHALF OF LESSOR (AND THE INDEMNIFIED PARTIES MAYOTHER INDEMNITEES) AND CONDUCT WITH DUE DILIGENCE AND IN GOOD FAITH THE DEFENSES THEREOF WITH COUNSEL SATISFACTORY TO LESSOR; PROVIDED, HOWEVER, THAT ANY INDEMNITEE SHALL HAVE THE RIGHT, AT ITS OPTION, AND WITHOUT RELIEVING PROVIDER TO BE REPRESENTED THEREIN BY ADVISORY COUNSEL OF ITS OBLIGATIONS HEREUNDER, MAY SO PERFORM, BUT ALL COSTS OWN SELECTION AND EXPENSES SO INCURRED BY ANY OF THE INDEMNIFIED PARTIES IN THAT EVENT SHALL BE REIMBURSED BY PROVIDER TO THE INDEMNIFIED PARTIES, AND ANY COST AND EXPENSES SO INCURRED BY INDEMNIFIED PARTIES, OR ANY OF THEM SHALL BEAR INTEREST UNTIL REIMBURSED BY PROVIDER, AT THE RATE OF INTEREST PROVIDED TO BE PAID BY THE JUDGMENT UNDER THE LAWS OF THE STATE OF TEXAS. THIS INDEMNIFICATION PARAGRAPH SHALL NOT BE LIMITED TO DAMAGES COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKER'S COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFIT ACTS. PROVIDER SHALL PROTECT AND INDEMNIFY THE DISTRICT FROM AND AGAINST ALL CLAIMS, DAMAGES, JUDGMENTS AND LOSS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY UNITED STATES PATENT, OR COPYRIGHT, ARISING BY OR OUT OF ANY OF THE WORK PERFORMED HEREUNDER OR THE USE BY PROVIDER, OR BY DISTRICT AT THE DIRECTION OF PROVIDER, OF ANY ARTICLE OR MATERIAL, PROVIDED THAT UPON BECOMING AWARE OF A SUIT OR THREAT OF SUIT FOR PATENT OR COPYRIGHT INFRINGEMENT, DISTRICT SHALL PROMPTLY NOTIFY PROVIDER AND PROVIDER SHALL BE GIVEN FULL OPPORTUNITY TO NEGOTIATE A SETTLEMENT. PROVIDER DOES NOT WARRANT AGAINST INFRINGEMENT BY REASON OF DISTRICT'S OR ARCHITECT’S OR ENGINEER’S DESIGN OF ARTICLES OR THE USE THEREOF IN COMBINATION WITH OTHER MATERIALS OR IN THE OPERATION OF ANY PROCESSITS OWN EXPENSE. IN THE EVENT OF LITIGATION, DISTRICT AGREES TO COOPERATE REASONABLY WITH PROVIDER AND PARTIES SHALL BE ENTITLED, IN CONNECTION WITH ANY SUCH LITIGATION, TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of these indemnification obligations, such legal limitations are made part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and so modified, the indemnification obligations shall continue in full force and effect. The indemnities contained herein shall survive the termination of this Agreement for any reason whatsoever.FAILURE

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. AND EXCEPT AS REQUIRED BY THE PROVIDER SHALL LOAN DOCUMENTS, EACH OBLIGOR WAIVES (A) THE RIGHT TO TRIAL BY JURY (WHICH LENDER HEREBY ALSO WAIVES) IN ANY PROCEEDING OR DISPUTE OF ANY KIND RELATING IN ANY WAY HERETO; (B) PRESENTMENT, DEMAND, PROTEST, NOTICE OF PRESENTMENT, DEFAULT, NON-PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY COMMERCIAL PAPER, ACCOUNTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND DOES AGREE GUARANTIES AT ANY TIME HELD BY LENDER ON WHICH A BORROWER MAY IN ANY WAY BE LIABLE AND HEREBY RATIFIES ANYTHING LENDER MAY DO IN THIS REGARD; (C) NOTICE PRIOR TO INDEMNIFYTAKING POSSESSION OR CONTROL OF ANY COLLATERAL; (D) ANY BOND OR SECURITY THAT MIGHT BE REQUIRED BY A COURT PRIOR TO ALLOWING LENDER TO EXERCISE ANY RIGHTS OR REMEDIES; (E) THE BENEFIT OF ALL VALUATION, PROTECTAPPRAISEMENT AND EXEMPTION LAWS; (F) ANY CLAIM AGAINST LENDER ON ANY THEORY OF LIABILITY, DEFENDFOR SPECIAL, AND HOLD HARMLESS DISTRICTINDIRECT, ITS TRUSTEESCONSEQUENTIAL, OFFICERS, DIRECTORS, OFFICIALS, PROVIDERS, VOLUNTEERS, EMPLOYEES, SUCCESSORS AND ASSIGNEES, THE ARCHITECTS, ENGINEERS, AND THE PROGRAM MANAGERS EXEMPLARY OR PUNITIVE DAMAGES (COLLECTIVELY, "THE INDEMNIFIED PARTIES"AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) OF, FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, LIENS, CAUSES OF IN ANY WAY RELATING TO ANY ENFORCEMENT ACTION, SUITSOBLIGATIONS, JUDGMENTS, PENALTIES, LOAN DOCUMENTS OR TRANSACTIONS RELATING THERETO; AND EXPENSES, INCLUDING ATTORNEY FEES AND COURT COSTS, OF ANY NATURE, KIND OR DESCRIPTION OF ANY PERSON OR ENTITY, TO THE EXTENT DIRECTLY OR INDIRECTLY ARISING OUT OF, CAUSED BY, OR RESULTING FROM ANY NEGLIGENT, WRONGFUL OR TORTIOUS ACT OR OMISSION OF THE PROVIDER, ANY SUBCONTRACTOR, SUB- PROVIDER, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM OR ANYONE THAT THEY CONTROL OR EXERCISE CONTROL OVER (COLLECTIVELY, "THE LIABILITIES"G). IN THE EVENT OR FAILURE BY THE PROVIDER TO FULLY PERFORM IN ACCORDANCE WITH THIS INDEMNIFICATION PARAGRAPH, EACH OF THE INDEMNIFIED PARTIES MAY, AT ITS OPTION, AND WITHOUT RELIEVING PROVIDER OF ITS OBLIGATIONS HEREUNDER, MAY SO PERFORM, BUT ALL COSTS AND EXPENSES SO INCURRED BY ANY OF THE INDEMNIFIED PARTIES IN THAT EVENT SHALL BE REIMBURSED BY PROVIDER TO THE INDEMNIFIED PARTIES, AND ANY COST AND EXPENSES SO INCURRED BY INDEMNIFIED PARTIES, OR ANY OF THEM SHALL BEAR INTEREST UNTIL REIMBURSED BY PROVIDER, AT THE RATE OF INTEREST PROVIDED TO BE PAID BY THE JUDGMENT UNDER THE LAWS OF THE STATE OF TEXAS. THIS INDEMNIFICATION PARAGRAPH SHALL NOT BE LIMITED TO DAMAGES COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKER'S COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFIT ACTS. PROVIDER SHALL PROTECT AND INDEMNIFY THE DISTRICT FROM AND AGAINST ALL CLAIMS, DAMAGES, JUDGMENTS AND LOSS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY UNITED STATES PATENT, OR COPYRIGHT, ARISING BY OR OUT OF ANY OF THE WORK PERFORMED HEREUNDER OR THE USE BY PROVIDER, OR BY DISTRICT AT THE DIRECTION OF PROVIDER, OF ANY ARTICLE OR MATERIAL, PROVIDED THAT UPON BECOMING AWARE OF A SUIT OR THREAT OF SUIT FOR PATENT OR COPYRIGHT INFRINGEMENT, DISTRICT SHALL PROMPTLY NOTIFY PROVIDER AND PROVIDER SHALL BE GIVEN FULL OPPORTUNITY TO NEGOTIATE A SETTLEMENT. PROVIDER DOES NOT WARRANT AGAINST INFRINGEMENT BY REASON OF DISTRICT'S OR ARCHITECT’S OR ENGINEER’S DESIGN OF ARTICLES OR THE USE THEREOF IN COMBINATION WITH OTHER MATERIALS OR IN THE OPERATION OF ANY PROCESS. IN THE EVENT OF LITIGATION, DISTRICT AGREES TO COOPERATE REASONABLY WITH PROVIDER AND PARTIES SHALL BE ENTITLED, IN CONNECTION WITH ANY SUCH LITIGATION, TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of these indemnification obligations, such legal limitations are made part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and so modified, the indemnification obligations shall continue in full force and effect. The indemnities contained herein shall survive the termination of this Agreement for any reason whatsoever.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. UNIFLUX DBA XXXXXXX ELECTRIC WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR THE PROVIDER SHALL LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES. UNIFLUX DBA XXXXXXX ELECTRIC’S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND DOES AGREE LIABILITIES FOR WHICH IT IS FOUND RESPONSIBLE, WHETHER OR NOT INSURED, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WILL NOT EXCEED UNIFLUX DBA XXXXXXX ELECTRIC’S SELLING PRICE TO INDEMNIFYCUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM OR LIABILITY. UNIFLUX DBA XXXXXXX ELECTRIC DISCLAIMS ALL LIABILITY FOR GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY, PROTECT, DEFEND, BUT NOT CONTRACTUALLY REQUIRED OF UNIFLUX DBA XXXXXXX ELECTRIC. ANY ACTION AGAINST UNIFLUX DBA XXXXXXX ELECTRIC MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND HOLD HARMLESS DISTRICT, ITS TRUSTEES, OFFICERS, DIRECTORS, OFFICIALS, PROVIDERS, VOLUNTEERS, EMPLOYEES, SUCCESSORS LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION BETWEEN UNIFLUX DBA XXXXXXX ELECTRIC AND ASSIGNEES, CUSTOMER AND REGARDLESS OF THE ARCHITECTS, ENGINEERS, AND THE PROGRAM MANAGERS (COLLECTIVELY, "THE INDEMNIFIED PARTIES") OF, FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, LIENS, CAUSES FORM OF ACTION, SUITSWHETHER IN CONTRACT, JUDGMENTS, PENALTIESTORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND EXPENSESFURTHER WILL EXTEND TO THE BENEFIT OF UNIFLUX DBA XXXXXXX ELECTRIC EMPLOYEES, INCLUDING ATTORNEY FEES REPRESENTATIVES AND COURT COSTSSUPPLIERS AS THIRD-PARTY BENEFICIARIES. EACH PROVISION THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION, OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY NATURE, KIND OR DESCRIPTION OF ANY PERSON OR ENTITY, TO THE EXTENT DIRECTLY OR INDIRECTLY ARISING OUT OF, CAUSED BY, OR RESULTING FROM ANY NEGLIGENT, WRONGFUL OR TORTIOUS ACT OR OMISSION OF THE PROVIDER, ANY SUBCONTRACTOR, SUB- PROVIDER, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM OR ANYONE THAT THEY CONTROL OR EXERCISE CONTROL OVER (COLLECTIVELY, "THE LIABILITIES"). IN THE EVENT OR FAILURE BY THE PROVIDER TO FULLY PERFORM IN ACCORDANCE WITH THIS INDEMNIFICATION PARAGRAPH, EACH OF THE INDEMNIFIED PARTIES MAY, AT ITS OPTION, OTHER PROVISION AND WITHOUT RELIEVING PROVIDER OF ITS OBLIGATIONS HEREUNDER, MAY SO PERFORM, BUT ALL COSTS AND EXPENSES SO INCURRED BY ANY OF THE INDEMNIFIED PARTIES IN THAT EVENT SHALL BE REIMBURSED BY PROVIDER TO THE INDEMNIFIED PARTIES, AND ANY COST AND EXPENSES SO INCURRED BY INDEMNIFIED PARTIES, OR ANY OF THEM SHALL BEAR INTEREST UNTIL REIMBURSED BY PROVIDER, AT THE RATE OF INTEREST PROVIDED IS TO BE PAID BY THE JUDGMENT UNDER THE LAWS OF THE STATE OF TEXAS. THIS INDEMNIFICATION PARAGRAPH SHALL NOT BE LIMITED TO DAMAGES COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKER'S COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFIT ACTS. PROVIDER SHALL PROTECT AND INDEMNIFY THE DISTRICT FROM AND AGAINST ALL CLAIMS, DAMAGES, JUDGMENTS AND LOSS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY UNITED STATES PATENT, OR COPYRIGHT, ARISING BY OR OUT OF ANY OF THE WORK PERFORMED HEREUNDER OR THE USE BY PROVIDER, OR BY DISTRICT AT THE DIRECTION OF PROVIDER, OF ANY ARTICLE OR MATERIAL, PROVIDED THAT UPON BECOMING AWARE OF A SUIT OR THREAT OF SUIT FOR PATENT OR COPYRIGHT INFRINGEMENT, DISTRICT SHALL PROMPTLY NOTIFY PROVIDER AND PROVIDER SHALL BE GIVEN FULL OPPORTUNITY TO NEGOTIATE A SETTLEMENT. PROVIDER DOES NOT WARRANT AGAINST INFRINGEMENT BY REASON OF DISTRICT'S OR ARCHITECT’S OR ENGINEER’S DESIGN OF ARTICLES OR THE USE THEREOF IN COMBINATION WITH OTHER MATERIALS OR IN THE OPERATION OF ANY PROCESS. IN THE EVENT OF LITIGATION, DISTRICT AGREES TO COOPERATE REASONABLY WITH PROVIDER AND PARTIES SHALL BE ENTITLED, IN CONNECTION WITH ANY SUCH LITIGATION, TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of these indemnification obligations, such legal limitations are made part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and so modified, the indemnification obligations shall continue in full force and effect. The indemnities contained herein shall survive the termination of this Agreement for any reason whatsoeverENFORCED AS SUCH.