Common use of TO THE FULLEST EXTENT PERMITTED Clause in Contracts

TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE MANDATORY LAW, THE LICENSOR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FOR THE USE OR THE PERFORMANCE OF THE LYNRED ATI FIRMWARE INCLUDING BUT NOT LIMITED TO ANY LIABILITY IN CONTRACT, TORT, OR OTHERWISE, WHATEVER THE CAUSE THEREOF, LIABILITY FOR ANY LOSS OF PROFIT, LOSS OF DATA, BUSINESS OR GOODWILL OR ANY DIRECT, INDIRECT, SPECIAL, MATERIAL, IMMATERIAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH CONTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING IN CASE OF CLAIM WITH RESPECT TO THIRD PARTY IP RIGHTS. IN NO EVENT THE LIABILITY OF LICENSOR, ITS LICENSORS’ OR THEIR RESPECTIVE DIRECTORS’, OFFICERS’ OR EMPLOYEES’, IN AGGREGATE FOR ALL CLAIMS MADE AGAINST LICENSOR IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING CLAIM WITH RESPECT TO THIRD IP RIGHTS SHALL BE GREATER THAN ONE (1) EURO. LICENSEE AKNOWLEDGE THAT THESE LIMITATIONS ARE REASONABLE, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY IN ANY CASE OF LIABILITY. The disclaimers, exclusions and limitations of liability set forth in this AGREEMENT form an essential basis of the bargain between the Parties, and, absent any such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different.

TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE MANDATORY LAW, THE LICENSOR HEREBY EXPRESSLY DISCLAIMS CONTRACTOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OWNER, ITS ELECTED OFFICIALS, APPOINTED OFFICIALS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES, ENGINEER, ENGINEER’S CONSULTANTS (COLLECTIVELY REFERRED TO AS THE “INDEMNITEES”) FROM AND AGAINST ANY AND ALL LIABILITY CLAIMS, LIABILITES, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, ATTORNEY’S FEES, ARISING OUT OF, RESULTING FROM, OR OCCURRING IN CONNECTION WITH THE PERFORMANCE OF THE WORK PROVIDED THAT SUCH CLAIM, LIABILITY, DAMAGES, LOSS, COSTS OR EXPENSE IS ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE, OR DEATH OR TO INJURY TO, OR DESTRUCTION OF, TANGIBLE PROPERTY (OTHER THAN THE WORK ITSELF), INCLUDING THE LOSS OF USE THEREOF IN ANY WAY OCCURRING, INCIDENT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WITH: (A) A BREACH OF THE WARRANTIES PROVIDED BY THE CONTRACTOR; (B) THE WORK PERFORMED OR FOR TO BE PERFORMED BY THE USE CONTRACTOR, ITS CONTRACTORS, SUB-CONTRACTORS, SUB-SUB-CONTRACTORS, AND SUPPLIERS, AND THEIR EMPLOYEES AND AGENTS; (C) ANY NEGLIGENT ACTION AND/OR OMISSION OF THE INDEMNITEES RELATED IN ANY WAY TO THE PROJECT WHETHER THE INDEMNITEES ARE NEGLIGENT IN WHOLE OR IN PART, AND EVEN WHEN THE LOSS IS CAUSED BY THE SOLE FAULT OR NEGLIGENCE (INCLUDING ACTS OR OMISSIONS THAT ARE CHARACTERIZED AS NEGLIGENCE PER SE, NEGLIGENCE PREMISED ON STRICT LIABILITY, OR ANY OTHER TYPE OF NEGLIGENCE) OF THE INDEMNITEES; OR (D) ANY FINES, PENALTIES, DAMAGES (INCLUDING PUNITIVE), LIABILITIES, COSTS AND EXPENSES IN CONNECTION WITH: (1) A VIOLATION OF ANY LAW, STATUTE, RULE, ORDINANCE, CODE OR OTHER REQUIREMENT OF PUBLIC AUTHORITIES; (2) MEANS, METHODS, PROCEDURES OR SEQUENCES OF EXECUTION OR PERFORMANCE OF THE LYNRED ATI FIRMWARE INCLUDING BUT WORK; AND (3) FAILURE TO SECURE AND PAY FOR PERMITS, FEES, APPROVALS, LICENSES AND INSPECTIONS FOR WHICH THE CONTRACTOR IS RESPONSIBLE UNDER THE CONTRACT DOCUMENTS. THE CONTRACTOR’S INDEMNITY OBLIGATION HEREIN SHALL NOT BE CONSTRUED TO NEGATE, ABRIDGE OR REDUCE OTHER RIGHTS OR OBLIGATIONS OF INDEMNITY THAT WHOULD OTHERWISE EXIST AS TO A PARTY OR PERSON DESCRIBED IN THIS SECTION 3.18. THE SCOPE AND EXTENT OF THIS INDEMNITY SHALL NOT BE LIMITED TO ANY LIABILITY IN CONTRACT, TORT, OR OTHERWISE, WHATEVER BY THE CAUSE THEREOF, LIABILITY FOR ANY LOSS AVAILABILTY OF PROFIT, LOSS OF DATA, BUSINESS OR GOODWILL COVERAGE UNDER THE CONTRACTOR’S INSURANCE AND SHALL NOT LIMIT INDEMNITEES’ OTHER LEGAL REMEDIES AGAINST CONTRACTOR OR ANY DIRECT, INDIRECT, SPECIAL, MATERIAL, IMMATERIAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL OTHER PERSON OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, ARISING UNDER OR IN CONNECTION WITH ENTITY. THIS AGREEMENT EVEN IF SUCH CONTRIBUTOR HAS BEEN ADVISED INDEMNIFICATION PROVISION SHALL SURVIVE TERMINATION OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING IN CASE OF CLAIM WITH RESPECT TO THIRD PARTY IP RIGHTS. IN NO EVENT THE LIABILITY OF LICENSOR, ITS LICENSORS’ OR THEIR RESPECTIVE DIRECTORS’, OFFICERS’ OR EMPLOYEES’, IN AGGREGATE FOR ALL CLAIMS MADE AGAINST LICENSOR IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING CLAIM WITH RESPECT TO THIRD IP RIGHTS SHALL BE GREATER THAN ONE (1) EURO. LICENSEE AKNOWLEDGE THAT THESE LIMITATIONS ARE REASONABLE, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY IN ANY CASE OF LIABILITY. The disclaimers, exclusions and limitations of liability set forth in this AGREEMENT form an essential basis of the bargain between the Parties, and, absent any such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially differentCONTRACT.

TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE MANDATORY LAWLAW AND EXCEPT AS SPECIFIED OTHERWISE ELSEWHERE IN THE AGREEMENT: SUNOCO SHALL DEFEND, THE LICENSOR HEREBY EXPRESSLY DISCLAIMS INDEMNIFY AND HOLD HARMLESS MOTIVA, ITS MEMBERS, AFFILIATES AND SUBSIDIARY COMPANIES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS, AND AGENTS FROM AND AGAINST ANY LOSS, DAMAGE, CLAIM, SUIT, LIABILITY, FINE, PENALTY, JUDGMENT AND/OR EXPENSE (INCLUDING ATTORNEYS’ FEES AND ALL LIABILITY OTHER COSTS OF LITIGATION) (COLLECTIVELY “LIABILITY(IES)”), (A) ARISING OUT FROM (I) INJURY, DISEASE OR DEATH OF ANY PERSONS, (II) DAMAGE TO OR IN CONNECTION WITH THIS AGREEMENT OR FOR THE USE OR THE PERFORMANCE LOSS OF THE LYNRED ATI FIRMWARE ANY PROPERTY (INCLUDING BUT NOT LIMITED TO MOTIVA’S PORT XXXXXX REFINERY OR ANY LIABILITY IN CONTRACT, TORTCRUDE OIL), OR OTHERWISE(III) DISCHARGES OR SPILLS OR LEAKS OF CRUDE OIL, WHATEVER CAUSED BY OR RESULTING FROM THE CAUSE THEREOFNEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF SUNOCO, LIABILITY FOR ITS EMPLOYEES, AGENTS, OR CONTRACTORS, IN SUNOCO’S PERFORMANCE OF THIS AGREEMENT; OR (B) ARISING OUT OF SUNOCO’S FAILURE, OR ITS EMPLOYEES’, AGENTS’, OR CONTRACTORS’ FAILURE TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE, OR LOCAL GOVERNMENTAL LAWS, REGULATIONS, AND RULES. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. MOTIVA SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS SUNOCO, ITS PARENT, AFFILIATES AND SUBSIDIARY COMPANIES AND THEIR DIRECTORS, OFFICERS, SUBCONTRACTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY LIABILITIES, (A) ARISING FROM (I) INJURY, DISEASE OR DEATH OF ANY PERSONS, (II) DAMAGE TO OR LOSS OF PROFITANY PROPERTY (INCLUDING, LOSS BUT NOT LIMITED TO SUNOCO’S FACILITIES), OR (III) DISCHARGES OR SPILLS OR LEAKS OF DATACRUDE OIL, BUSINESS CAUSED BY OR GOODWILL RESULTING FROM THE NEGLIGENT ACTS OR ANY DIRECTOMISSIONS OR WILLFUL MISCONDUCT OF MOTIVA IN THE PERFORMANCE OF THIS AGREEMENT; OR (B) ARISING OUT OF MOTIVA’S FAILURE TO COMPLY WITH ALL APPLICABLE FEDERAL, INDIRECTSTATE, SPECIALOR LOCAL GOVERNMENTAL LAWS, MATERIALREGULATIONS, IMMATERIAL, SPECIAL, AND RULES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL INCIDENTAL, OR PUNITIVE COSTLOSS, DAMAGES DAMAGE, OR EXPENSE OF ANY KIND, ARISING UNDER EXPENSES (INCLUDING LOST PROFITS OR IN CONNECTION WITH THIS AGREEMENT SAVINGS) EVEN IF SUCH CONTRIBUTOR IT HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE. ANY CLAIM BY EITHER PARTY FOR INDEMNIFICATION HEREUNDER MUST BE BROUGHT WITHIN TWO (2) YEARS AFTER THE POSSIBILITY CAUSE OF SUCH DAMAGESACTION AROSE. Sunoco or Motiva, INCLUDING IN CASE as soon as practicable after receiving notice of any claim for indemnification hereunder, shall furnish to the other full particulars within its knowledge thereof and shall render all reasonable assistance requested by the other Party. Each shall have the right, but not the duty to participate, at its own expense, with counsel of its own selection, in the defense and/or settlement thereof without relieving the other of any obligations hereunder. The Parties’ obligations under this Section shall survive any termination of the Agreement. The foregoing indemnities shall not limit the insurance coverage applicable to Sunoco or Motiva under this Agreement. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF CLAIM A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH RESPECT TO THIRD PARTY IP RIGHTS. IN NO EVENT THE LIABILITY OF LICENSOR, ITS LICENSORS’ OR THEIR RESPECTIVE DIRECTORS’, OFFICERS’ OR EMPLOYEES’, IN AGGREGATE FOR ALL CLAIMS MADE AGAINST LICENSOR IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION [******] AND HAS BEEN FILED SEPARATELY WITH THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING CLAIM WITH RESPECT TO THIRD IP RIGHTS SHALL BE GREATER THAN ONE (1) EURO. LICENSEE AKNOWLEDGE THAT THESE LIMITATIONS ARE REASONABLE, SECURITIES AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY IN ANY CASE OF LIABILITY. The disclaimers, exclusions and limitations of liability set forth in this AGREEMENT form an essential basis of the bargain between the Parties, and, absent any such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially differentEXCHANGE COMMISSION.

TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE MANDATORY LAW, THE LICENSOR HEREBY EXPRESSLY DISCLAIMS XXXXXX, ITS SUCCESSORS AND ASSIGNS, AGREES TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS LESSOR AND XXXXXX’S REPRESENTATIVES, AGENTS, SURFACE LESSEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, “INDEMNITEES”) FOR, FROM AND AGAINST ANY AND ALL LIABILITY ARISING OUT CLAIMS, LOSSES, DAMAGES, LIABILITIES, LIENS, FINES, PENALTIES, CAUSES OF OR IN CONNECTION WITH THIS AGREEMENT OR FOR THE USE OR THE PERFORMANCE OF THE LYNRED ATI FIRMWARE INCLUDING BUT NOT LIMITED TO ANY LIABILITY IN CONTRACTACTION, TORTSUITS, OR OTHERWISECHARGES, WHATEVER THE CAUSE THEREOFJUDGMENTS, LIABILITY FOR ANY LOSS OF PROFITADMINISTRATIVE ORDERS, LOSS OF DATAREMEDIATION REQUIREMENTS, BUSINESS OR GOODWILL OR ANY DIRECT, INDIRECT, SPECIAL, MATERIAL, IMMATERIAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE ENFORCEMENT ACTIONS OF ANY KIND, ARISING UNDER OR AND ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH CONTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESTHEREWITH (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND EXPENSES, INCLUDING ALL ATTORNEY’S FEES AND EXPENSES INCURRED IN CASE ENFORCING THIS INDEMNITY) OF CLAIM ANY NATURE, KIND OR DESCRIPTION OF ANY PERSON OR ENTITY, BUT ONLY TO THE EXTENT CAUSED BY THE ACTIONS OF LESSEE IN UTILIZING THE SURFACE SITE LEASE, OR ANY ACT OR OMISSION OF LESSEE, ANY CONTRACTOR, SUBCONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM, OR ANYONE THAT THEY CONTROL OR EXERCISE CONTROL OVER (COLLECTIVELY, “LIABILITIES”), AND EXCLUDING SUCH LIABILITIES TO THE EXTENT THEY ARISE FROM OR ARE ATTRIBUTED TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE. LESSOR SHALL PROMPTLY ADVISE LESSEE OF ANY ACTION, ADMINISTRATIVE OR LEGAL PROCEEDING OR INVESTIGATION TO WHICH THIS INDEMNIFICATION MAY APPLY, AND OF WHICH XXXXXX HAS RECEIVED NOTICE, AND LESSEE AT LESSEE’S EXPENSE, SHALL ASSUME ON BEHALF OF XXXXXX (AND THE OTHER INDEMNITEES) AND CONDUCT WITH RESPECT DUE DILIGENCE AND IN GOOD FAITH THE DEFENSE THEREOF WITH COUNSEL REASONABLY SATISFACTORY TO THIRD PARTY IP RIGHTSLESSOR; PROVIDED, HOWEVER, THAT ANY INDEMNITEE SHALL HAVE THE RIGHT, AT ITS OPTION, TO BE REPRESENTED THEREIN BY COUNSEL OF ITS OWN SELECTION AND AT ITS OWN EXPENSE. IN NO EVENT THE LIABILITY OF LICENSOR, ITS LICENSORS’ OR THEIR RESPECTIVE DIRECTORS’, OFFICERS’ OR EMPLOYEES’, IN AGGREGATE FOR ALL CLAIMS MADE AGAINST LICENSOR IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER THIS INDEMNIFICATION OBLIGATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT INCLUDING CLAIM WITH RESPECT TO THIRD IP RIGHTS SHALL BE GREATER THAN ONE (1) EURO. LICENSEE AKNOWLEDGE THAT THESE LIMITATIONS ARE REASONABLE, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY IN ANY CASE OF LIABILITY. The disclaimers, exclusions and limitations of liability set forth in this AGREEMENT form an essential basis of the bargain between the Parties, and, absent any such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially differentAGREEMENT.

TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE MANDATORY LAW, THE LICENSOR HEREBY EXPRESSLY DISCLAIMS SERVICE PROVIDER AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD ASSOCIATION, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FROM AND AGAINST ALL CLAIMS, DEMANDS, CAUSES OF ACTION, SUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, OR DAMAGES, INCLUDING ALL COSTS, EXPENSES AND ATTORNEYS' FEES THEREOF, OF ANY AND ALL LIABILITY ARISING OUT OF NATURE, KIND OR IN CONNECTION WITH THIS AGREEMENT OR FOR THE USE OR DESCRIPTION, RESULTING FROM THE PERFORMANCE OF ITS DUTIES UNDER THE LYNRED ATI FIRMWARE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, PERSONNEL FURNISHED BY SERVICE PROVIDER OR ITS SUPPLIERS AND SUB AGREEMENTS OF ANY TIER ON ACCOUNT OF BODILY INJURY, DEATH OR DAMAGE TO ANY LIABILITY IN CONTRACT, TORT, OR OTHERWISE, WHATEVER THE CAUSE THEREOF, LIABILITY FOR ANY LOSS OF PROFITPROPERTY IN ANY WAY OCCURRING, LOSS OF DATA, BUSINESS OR GOODWILL OR ANY DIRECT, INDIRECT, SPECIAL, MATERIAL, IMMATERIAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KINDINCIDENT TO, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH CONTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESOUT OF, INCLUDING IN CASE OF CLAIM WITH RESPECT TO THIRD PARTY IP RIGHTS. IN NO EVENT THE LIABILITY OF LICENSOR, ITS LICENSORS’ OR THEIR RESPECTIVE DIRECTORS’, OFFICERS’ OR EMPLOYEES’, IN AGGREGATE FOR ALL CLAIMS MADE AGAINST LICENSOR IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER WORK PERFORMED OR TO BE PERFORMED BY SERVICE PROVIDER HEREUNDER OR OCCURRING, INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH THE PRESENCE OF THIS AGREEMENT INCLUDING CLAIM WITH RESPECT TO THIRD IP RIGHTS SHALL BE GREATER THAN ONE SERVICE, ITS PERSONNEL, AGENTS, SUPPLIERS AND SUB AGREEMENTS (AND THEIR RESPECTIVE PERSONNEL) IN THE ASSOCIATION, ALL (1) EURO. LICENSEE AKNOWLEDGE THAT THESE LIMITATIONS REGARDLESS OF WHETHER OR NOT ASSOCIATION, ITS DIRECTORS OR AGENTS ARE REASONABLENEGLIGENT IN WHOLE OR IN PART, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN WHEN CAUSED BY THE JOINT, CONCURRENT OR SOLE FAULT OR NEGLECT OF ASSOCIATION, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, AND (2) REGARDLESS OF WHETHER OR NOT SERVICE PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS ARE NEGLIGENT IN ANY CASE WHOLE OR IN PART AND WHEN CAUSED BY THE JOINT, CONCURRENT OR SOLE FAULT OR NEGLECT OF LIABILITY. The disclaimersSERVICE PROVIDER, exclusions and limitations of liability set forth in this AGREEMENT form an essential basis of the bargain between the PartiesITS OFFICERS, andDIRECTORS, absent any such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially differentEMPLOYEES OR AGENTS.

TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE MANDATORY LAWLAW AND EXCEPT AS PROVIDED BY BELOW, CHAMBER XXXXXX AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE LICENSOR HEREBY EXPRESSLY DISCLAIMS ANY CITY, ITS OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY THE CITY INDEMNITEES) FROM AND AGAINST ALL LIABILITY CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING BUT NOT LIMITED TO, ATTORNEYS’ FEES, ARISING OUT OF OR RESULTING FROM BODILY INJURY OR DEATH OF A PERSON OR PROPERTY DAMAGE, INCLUDING THE LOSS OF USE OF PROPERTY, ARISING OR ALLEGED TO ARISE OUT OF OR IN CONNECTION WITH ANY WAY RELATED TO THIS AGREEMENT OR FOR THE CHAMBER AND IT’S SUB-CONTRACTOR’S USE OR THE PERFORMANCE OF THE LYNRED ATI FIRMWARE LEASED PREMISES OR OTHER ACTIVITIES OF THE CHAMBER UNDER THIS LEASE AGREEMENT, OR DUE TO THE VIOLATION OF ANY ORDINANCE, REGULATION, STATUTE, OR OTHER LEGAL REQUIREMENT BY CHAMBER, IT’S SUB-CONTRACTORS, OR ANY OF THEIR AGENTS AND EMPLOYEES, BUT ONLY TO THE EXTENT CAUSED IN WHOLE OR IN PART BY ANY INTENTIONAL OR NEGLIGENT ACT OR OMISSION OF THE CHAMBER, IT’S SUB- CONTRACTORS OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THE CHAMBER, IT’S SUB-CONTRACTORS OR ANYONE FOR WHOSE ACTS THE CHAMBER OR SUB-CONTRACTOR MAY BE LIABLE. INDEMNIFICATION FOR EMPLOYEE INJURY CLAIMS. WITHOUT LIMITING THE FOREGOING, AND TO THE FULLEST EXTENT PERMITTED BY LAW, CHAMBER HEREBY INDEMNIFIES AND HOLDS HARMLESS THE CITY INDEMNITEES FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING BUT NOT LIMITED TO ANY LIABILITY IN CONTRACTATTORNEYS’ FEES, TORTARISING OUT OF OR RESULTING FROM BODILY INJURY TO, OR OTHERWISESICKNESS, WHATEVER THE CAUSE THEREOFDISEASE OR DEATH OF, LIABILITY FOR ANY LOSS EMPLOYEE, AGENT OR REPRESENTATIVE OF PROFITCHAMBER OR IT’S SUB-CONTRACTORS, REGARDLESS OF WHETHER SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF DATAANY CITY INDEMNITEE, BUSINESS IT BEING THE EXPRESSED INTENT OF THE CHAMBER AND THE CITY THAT IN SUCH EVENT THE CHAMBER IS TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY INDEMNITEES FROM THE CONSEQUENCES OF THEIR OWN NEGLIGENCE, WHETHER IT IS OR GOODWILL IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE BODILY INJURY, SICKNESS, DISEASE OR DEATH OF CHAMBER’S EMPLOYEE OR THE EMPLOYEE OF ANY OF IT’S SUB-CONTRACTORS. WITH REGARD TO CLAIMS AGAINST ANY PARTY SEEKING INDEMNITY UNDER THIS AGREEMENT WHICH ARE MADE BY AN EMPLOYEE OF THE CHAMBER, IT’S SUB-CONTRACTOR OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THE CHAMBER, IT’S SUB-CONTRACTOR OR ANYONE FOR WHOSE ACTS THE CHAMBER MAY BE LIABLE, THE INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT SHALL NOT BE LIMITED BY ANY LIMITATION ON AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE BY OR FOR THE CHAMBER, IT’S SUBCONTRACTOR OR ANY DIRECTOTHER EMPLOYER UNDER WORKERS COMPENSATION ACTS, INDIRECTDISABILITY BENEFIT ACTS OR OTHER SIMILAR EMPLOYEE BENEFIT ACTS. THE CHAMBER’S LIABILITY INSURANCE REQUIRED UNDER THIS AGREEMENT SHALL FULLY COVER CHAMBER’S OBLIGATIONS UNDER THIS SECTION. IN ADDITION TO THE INDEMNIFICATION PROVIDED ABOVE, SPECIALTHE CHAMBER HEREBY INDEMNIFIES, MATERIALAND HOLDS HARMLESS THE CITY INDEMNITEES FROM AND AGAINST ANY CLAIM, IMMATERIALDAMAGE, SPECIALLOSS, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE AND ATTORNEYS’ FEES ARISING OUT OF OR RELATING TO ANY KINDCLAIM AGAINST THE CITY INDEMNITEES ASSERTING INFRINGEMENT OR ALLEGED INFRINGEMENT OF A PATENT, ARISING UNDER TRADEMARK, COPYRIGHT OR IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH CONTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING IN CASE OF CLAIM WITH RESPECT TO THIRD PARTY IP RIGHTS. IN NO EVENT THE LIABILITY OF LICENSOR, ITS LICENSORS’ OR THEIR RESPECTIVE DIRECTORS’, OFFICERS’ OR EMPLOYEES’, IN AGGREGATE FOR ALL CLAIMS MADE AGAINST LICENSOR IN CONTRACT TORT OR OTHERWISE UNDER OR OTHER INTELLECTUAL PROPERTY RIGHT IN CONNECTION WITH THE SUBJECT MATTER USE OR DISTRIBUTION OF ANY AUDIO, VIDEO AND/OR WRITTEN MATERIAL CREATED BY OR THROUGH THE CHAMBER, IT’S SUBCONTRACTORS OR IT’S CONSULTANTS, EXCEPT TO THE EXTENT THE INFRINGEMENT IS CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF THE CITY INDEMNITEES. IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR THE ADDITIONAL INSURED REQUIREMENTS UNDER THE INSURANCE REQUIRED BY THIS AGREEMENT, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE CONTRACTUAL OBLIGATIONS AND SHALL OPERATE TO AMEND THE OBLIGATIONS TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO MODIFIED, THE OBLIGATIONS SHALL CONTINUE IN FULL FORCE AND EFFECT. SHOULD ANY PROVISION OR ANY PART OF ANY PROVISION OF THIS AGREEMENT INCLUDING CLAIM WITH RESPECT BE HELD INVALID, UNENFORCEABLE OR CONTRARY TO THIRD IP RIGHTS PUBLIC POLICY, LAW, STATUTE OR ORDINANCE, THEN THE REMAINDER OF THE PROVISION, PARAGRAPH, THIS SECTION AND/ OR THIS AGREEMENT SHALL NOT BE GREATER THAN ONE (1) EURO. LICENSEE AKNOWLEDGE THAT THESE LIMITATIONS ARE REASONABLE, AFFECTED THEREBY AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY IN ANY CASE OF LIABILITY. The disclaimers, exclusions and limitations of liability set forth in this AGREEMENT form an essential basis of the bargain between the Parties, and, absent any such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially differentREMAIN VALID AND FULLY ENFORCEABLE.