Compliance with Express Negligence Rule. The Parties agree that the obligations of the indemnifying Party to indemnify the Indemnified Party shall be without regard to the negligence or strict liability of the Indemnified Party, whether the negligence or strict liability is active, passive, joint, concurrent, comparative, contributory, or sole, except to the extent such Damages were occasioned by the gross negligence or willful misconduct of the Indemnified Party or any Representative thereof. The foregoing is a specifically bargained for allocation of risk among the Parties, which the Parties agree and acknowledge satisfies the express negligence rule and conspicuousness requirement under applicable Legal Requirements.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Alpine Summit Energy Partners, Inc.), Asset Purchase Agreement (Alpine Summit Energy Partners, Inc.)