Common use of Waiver of Liability; Indemnification Clause in Contracts

Waiver of Liability; Indemnification. Without limiting in any way the effect or generality of all indemnification and waiver provisions contained as part of the terms of the Master Lease, which are incorporated herein pursuant to Section 14 below, Sublessee hereby agrees that: (a) Sublessor shall not be liable to Sublessee, and Sublessee hereby waives all claims against Sublessor, for any injury or damage to any person or property in or about the Subleased Premises by or from any cause whatsoever other than by reason of the negligent acts or willful misconduct of Sublessor. (b) Sublessee shall defend, indemnify and hold Sublessor and Master Landlord harmless against any and all claims or liability for any injury or damage to any person or property whatsoever when such injury or damage shall be caused in part or in whole by the act, neglect, fault of, or omission of any duty with respect to the same, by Sublessee, its agents, servants, employees, or invitees: (i) occurring in, on, or about the Subleased Premises or any part thereof, and (ii) occurring in, on, or about any facilities (including, without prejudice to the generality of the term “facilities,” elevators, stairways, passageways or hallways) the use of which Sublessee may have in conjunction with other tenants of the Building. (c) Sublessee and Sublessor each hereby, on behalf of itself and all persons and parties claiming under or through it, including without limitation its insurance carrier(s), waives any right of recovery or claim against the other for any damage to or destruction of any property located in or about the Subleased Premises which results from or arises out of any casualty or event insured by any casualty and/or property insurance policy carried by such waiving party, regardless of the cause or origin of such casualty or event, including without limitation, the negligence of Sublessee or Sublessor.

Waiver of Liability; Indemnification. Without limiting in any way the ------------------------------------ effect or generality of all indemnification and waiver provisions contained as part of the terms of the Master Lease, which are incorporated herein pursuant to Section 14 15 below, Sublessee hereby agrees that:: ---------- (a) Sublessor shall not be liable to Sublessee, and Sublessee hereby waives all claims against Sublessor, for any injury or damage to any person or property in or about the Subleased Premises by or from any cause whatsoever other than by reason of the negligent acts or willful misconduct of Sublessor. (b) Sublessee shall defend, indemnify and hold Sublessor and Master Landlord harmless against any and all claims or liability for any injury or damage to any person or property whatsoever when such injury or damage shall be caused in part or in whole by the act, neglect, fault of, or omission of any duty with respect to the same, by Sublessee, its agents, servants, employees, or invitees: (i) occurring in, on, or about the Subleased Premises or any part thereof, and (ii) occurring in, on, or about any facilities (including, without prejudice to the generality of the term “"facilities,” " elevators, stairways, passageways or hallways) the use of which Sublessee may have in conjunction with other tenants of the Building. (c) Sublessee and Sublessor each hereby, on behalf of itself and all persons and parties claiming under or through it, including without limitation its insurance carrier(s), waives any right of recovery or claim against the other for any damage to or destruction of any property located in or about the Subleased Premises which results from or arises out of any casualty or event insured by any casualty and/or property insurance policy carried by such waiving party, regardless of the cause or origin of such casualty or event, including without limitation, the negligence of Sublessee or Sublessor.

Waiver of Liability; Indemnification. Without limiting in any way the ------------------------------------ effect or generality of all indemnification and waiver provisions contained as part of the terms of the Master Lease, which are incorporated herein pursuant to Section 14 38 below, Sublessee hereby agrees that:: ---------- (a) Sublessor shall not be liable to Sublessee, and Sublessee hereby waives all claims against Sublessor, for any injury or damage to any person or property in or about the Subleased Premises by or from any cause whatsoever other than by reason of the negligent acts or willful misconduct of Sublessor. (b) Sublessee shall defend, indemnify and hold Sublessor and Master Landlord harmless against any and all claims or liability for any injury or damage to any person or property whatsoever when such injury or damage shall be caused in part or in whole by the act, neglect, fault of, or omission of any duty with respect to the same, by Sublessee, its agents, servants, employees, or invitees: (i) occurring in, on, or about the Subleased Premises or any part thereof, and (ii) occurring in, on, or about any facilities (including, without prejudice to the generality of the term “"facilities,” " elevators, stairways, passageways or hallways) the use of which Sublessee may have in conjunction with other tenants of the Building. (c) Sublessee and Sublessor each hereby, on behalf of itself and all persons and parties claiming under or through it, including without limitation its insurance carrier(s), waives any right of recovery or claim against the other for any damage to or destruction of any property located in or about the Subleased Premises which results from or arises out of any casualty or event insured by any casualty and/or property insurance policy carried by such waiving party, regardless of the cause or origin of such casualty or event, including without limitation, the negligence of Sublessee or Sublessor.

Waiver of Liability; Indemnification. Without limiting in any way the effect or generality of all indemnification and waiver provisions contained as part of the terms of the Master Lease, which are incorporated herein pursuant to Section 14 below, Sublessee hereby agrees that: (a) Sublessor shall not be liable to Sublessee, and Sublessee hereby waives all claims against Sublessor, for any injury or damage to any person or property in or about the Subleased Premises by or from any cause whatsoever other than by reason of the negligent acts or willful misconduct of Sublessor. (b) Sublessee shall defend, indemnify and hold Sublessor and Master Landlord harmless against any and all claims or liability for any injury or damage to any person or property whatsoever when such injury or damage shall be caused in part or in whole by the act, neglect, fault of, or omission of any duty with respect to the same, by Sublessee, its agents, servants, employees, or invitees: (i) occurring in, on, or about the Subleased Premises or any part thereof, and (ii) occurring in, on, or about any facilities (including, without prejudice to the generality of the term “"facilities,” " elevators, stairways, passageways or hallways) the use of which Sublessee may have in conjunction with other tenants of the Building. (c) Sublessee and Sublessor each hereby, on behalf of itself and all persons and parties claiming under or through it, including without limitation its insurance carrier(s), waives any right of recovery or claim against the other for any damage to or destruction of any property located in or about the Subleased Premises which results from or arises out of any casualty or event insured by any casualty and/or property insurance policy carried by such waiving party, regardless of the cause or origin of such casualty or event, including without limitation, the negligence of Sublessee or Sublessor.

Waiver of Liability; Indemnification. Without limiting in any way the effect or generality of all indemnification and waiver provisions contained as part of the terms of the Master Lease, which are incorporated herein pursuant to Section 14 below, Sublessee hereby agrees that: (a) Sublessor ACN hereby waives, releases and discharges Buyer and its directors, officers, employees, stockholders, Affiliates and agents (each, a "Buyer Indemnified Person" and collectively, the "Buyer Indemnified Persons") from any and all claims or demands which ACN may have or acquire against any of the Buyer Indemnified Persons with respect to any claim for any Damages incurred or sustained by any of the Buyer Indemnified Persons arising out of, resulting from or based upon the actions (or inactions) of ACN, its Affiliates or the Representatives in selling the Energy Products and otherwise performing their obligations hereunder, other than as a result of the breach of this Agreement or the gross negligence, bad faith, willful misconduct or criminal conduct of such Buyer Indemnified Person. (b) ACN hereby agrees to indemnify and hold each Buyer Indemnified Person harmless from and against all Damages which any Buyer Indemnified Person may sustain, incur or assume as a result of any allegation, claim, civil or criminal action, proceeding, charge or prosecution which may be alleged, made, instituted or maintained against any Buyer Indemnified Person arising out of, resulting from or based upon (i) any breach by ACN of any of its representations, warranties, covenants or agreements contained in this Agreement, or (ii) any claim asserted or threatened to be asserted by any third party in connection with ACN, its Affiliates or the Representatives, selling the Energy Products or serving or having served pursuant to this Agreement; provided, however, ACN shall not be liable to Sublessee, and Sublessee hereby waives all claims against Sublessor, for any injury or damage to any person or property in or about the Subleased Premises by or from any cause whatsoever other than by reason of the negligent acts or willful misconduct of Sublessor. (b) Sublessee shall defend, indemnify and hold Sublessor and Master Landlord any Buyer Indemnified Person harmless against from any and all claims such Damages to the extent it is the result of the gross negligence, bad faith, willful misconduct or liability for any injury or damage to any person or property whatsoever when such injury or damage shall be caused in part or in whole by the act, neglect, fault criminal conduct of, or omission the breach of any duty with respect to this Agreement by, the same, by Sublessee, its agents, servants, employees, or invitees: (i) occurring in, on, or about the Subleased Premises or any part thereof, and (ii) occurring in, on, or about any facilities (including, without prejudice to the generality of the term “facilities,” elevators, stairways, passageways or hallways) the use of which Sublessee may have in conjunction with other tenants of the Buildingparty seeking indemnification hereunder. (c) Sublessee Buyer hereby agrees to indemnify and Sublessor each herebyhold ACN and its directors, on behalf of itself officers, employees, stockholders, Affiliates and agents (each, an "ACN Indemnified Person" and collectively, the "ACN Indemnified Persons") harmless from and against all persons and parties claiming under Damages which any ACN Indemnified Person may sustain, incur or through it, including without limitation its insurance carrier(s), waives any right of recovery or claim against the other for any damage to or destruction assume as a result of any property located in allegation, claim, civil or about the Subleased Premises criminal action, proceeding, charge or prosecution which results may be alleged, made, instituted or maintained against any ACN arising out of, resulting from or arises out based upon (i) any breach by Buyer of any casualty of its representations, warranties, covenants or event insured agreements contained in this Agreement, or (ii) any claim asserted or threatened to be asserted by any casualty and/or property insurance policy carried by third party in connection with Buyer's obligations pursuant to this Agreement, in each case solely to the extent that any such waiving party, regardless Damages is the direct result of the cause gross negligence, bad faith, willful misconduct or origin criminal conduct with respect to any training, sales materials, literature, forms or documents provided by Buyer for use by the Representatives of, or the breach of such casualty or eventthis Agreement by, including without limitation, any of the negligence of Sublessee or SublessorBuyer Indemnified Persons.

Waiver of Liability; Indemnification. Without limiting in any way the effect or generality of all indemnification and waiver provisions contained as part of the terms of the Master Lease, which are incorporated herein pursuant to Section 14 below, Sublessee hereby agrees that: (a) Sublessor ACN hereby waives, releases and discharges Buyer and its directors, officers, employees, stockholders, Affiliates and agents (each, a "Buyer Indemnified Person" and collectively, the "Buyer Indemnified Persons") from any and all claims or demands which ACN may have or acquire against any of the Buyer Indemnified Persons with respect to any claim for any Damages incurred or sustained by any of the Buyer Indemnified Persons arising out of, resulting from or based upon the actions (or inactions) of ACN, its Affiliates or the Representatives in selling the Energy Products and otherwise performing their obligations hereunder, other than as a result of the breach of this Agreement or the gross negligence, bad faith, willful misconduct or criminal conduct of such Buyer Indemnified Person. (b) ACN hereby agrees to indemnify and hold each Buyer Indemnified Person harmless from and against all Damages which any Buyer Indemnified Person may sustain, incur or assume as a result of any allegation, claim, civil or criminal action, proceeding, charge or prosecution which may be alleged, made, instituted or maintained against any Buyer Indemnified Person arising out of, resulting from or based upon (i) any breach by ACN of any of its representations, warranties, covenants or agreements contained in this Agreement, or (ii) any claim asserted or threatened to be asserted by any third party in connection with ACN, its Affiliates or the Representatives, selling the Energy Products or serving or having served pursuant to this Agreement; provided, however, ACN shall not be liable to Sublessee, and Sublessee hereby waives all claims against Sublessor, for any injury or damage to any person or property in or about the Subleased Premises by or from any cause whatsoever other than by reason of the negligent acts or willful misconduct of Sublessor. (b) Sublessee shall defend, indemnify and hold Sublessor and Master Landlord any Buyer Indemnified Person harmless against from any and all claims such Damages to the extent it is the result of the gross negligence, bad faith, willful misconduct or liability for any injury or damage to any person or property whatsoever when such injury or damage shall be caused in part or in whole by the act, neglect, fault criminal conduct of, or omission the breach of any duty with respect to this Agreement by, the same, by Sublessee, its agents, servants, employees, or invitees: (i) occurring in, on, or about the Subleased Premises or any part thereof, and (ii) occurring in, on, or about any facilities (including, without prejudice to the generality of the term “facilities,” elevators, stairways, passageways or hallways) the use of which Sublessee may have in conjunction with other tenants of the Buildingparty seeking indemnification hereunder. (c) Sublessee Buyer hereby agrees to indemnify and Sublessor each herebyhold ACN and its directors, on behalf of itself officers, employees, stockholders, Affiliates and agents (each, an "ACN Indemnified Person" and collectively, the "ACN Indemnified Persons") harmless from and against all persons and parties claiming under Damages which any ACN Indemnified Person may sustain, incur or through it, including without limitation its insurance carrier(s), waives any right of recovery or claim against the other for any damage to or destruction assume as a result of any property located in allegation, claim, civil or about the Subleased Premises criminal action, proceeding, charge or prosecution which results may be alleged, made, instituted or maintained against any ACN arising out of, resulting from or arises out based upon (i) any breach by Buyer of any casualty of its representations, warranties, covenants or event insured agreements contained in this Agreement, or (ii) any claim asserted or threatened to be asserted by any casualty and/or property insurance policy carried by third party in connection with Buyer's obligations pursuant to this Agreement, in each case solely to the extent that any such waiving party, regardless Damages is the direct result of the cause gross negligence, bad faith, willful misconduct or origin criminal conduct with respect to any training, sales materials, literature, forms or documents provided by Buyer for use by the Representatives of, or the breach of such casualty or eventthis Agreement by, including without limitation, any of the negligence of Sublessee or SublessorBuyer Indemnified Persons. 11.