Common use of Indemnification and Limitation on Liability Clause in Contracts

Indemnification and Limitation on Liability. (a) Subject to Section 6(c) and 6(e) hereof, Company shall defend, indemnify and hold harmless Autotelic, its affiliates (other than Company) and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all Liabilities (as defined in Section 6(d) hereof) arising in connection with or resulting from (i) any injury to person or damage to property that may occur in connection with the handling, use or operation of any Products or any component thereof, (ii) Company’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or Company’s gross negligence, recklessness or intentional misconduct, (iii) any sales, licensing or other transfers by Company of Products in violation of any law, rule, or regulation, including the infringement of another party’s intellectual property rights (excluding Liabilities for which Autotelic is obligated to defend Company pursuant to Section 6(b)(i) below) or (iv) any violation and/or alleged violation by Company or the Product or any component thereof of any governmental law, rule and/or regulation. (b) Subject to Section 6(c) and 6 (e) hereof, Autotelic shall defend, indemnify and hold harmless Company, its affiliates (other than Autotelic) and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all Liabilities arising in connection with or resulting from (i) the willful infringement by Autotelic of the proprietary rights of any third party arising from the Services, (ii) Autotelic’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or gross negligence, recklessness or intentional misconduct. (c) Notwithstanding anything to the contrary contained herein, neither party shall have any obligation to indemnify, defend or hold harmless hereunder with respect to any Liabilities arising out of or resulting from the breach by the other party of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement arising from any gross negligence, recklessness or intentional misconduct by the other party. (d) As limited by Section 6(e) below, for purposes of this Agreement, “Liabilities” shall mean any and all claims of and liabilities to third parties and expenses incurred in connection therewith (whether or not in connection with proceedings before a court, arbitration panel, administrative agency, hearing examiner or other tribunal), judgments, awards, fines, penalties, settlements, investigations, costs, and attorneys’ fees and disbursements.

Indemnification and Limitation on Liability. 11.1.1 Except as provided herein, no Developer or its respective shareholders, directors, officers, employees, and agents shall have any liability to the other Developer for any loss suffered by the other Developer arising out of any action or omission by any of them, so long as such action or omission (a) Subject was in good faith; (b) was consistent with the provisions of this Agreement; and (c) did not constitute the gross negligence or willful misconduct of the Developer involved. 11.1.2 Each of AEI and SES agree severally (not jointly) to Section 6(cdefend, indemnify, and hold harmless the other Developer, its respective Affiliates and its respective shareholders, directors, officers, employees and agents (collectively, “Indemnitees”) from and 6(eagainst any losses, damages, judgments, liabilities, expenses, and amounts paid in settlement of any claims with respect to death, personal injury, or damage to property of a third party due to the gross negligence, fraud or willful misconduct of such indemnifying Developer, its Affiliates and their respective shareholders, directors, officers, employees and agents. 11.1.3 Each of AEI and SES agree severally (not jointly) hereofto defend, Company indemnify and hold harmless the other Developer and its respective Indemnitees from all losses, damages, judgments, liabilities, expenses, and amounts paid in settlement, that relate to, result from, or are in connection with, any misrepresentation or breach of any warranty or representation given by such Developer in this Agreement, or breach of any covenant or agreement made by such Developer in this Agreement. 11.1.4 In no event, whether as a result of breach of this Agreement or any resulting contract therefrom, warranty, indemnity, tort (including negligence), strict liability or otherwise, shall any Developer be liable to any other Developer for any consequential damages, special or incidental damages, lost profits, punitive damages, exemplary damages, enhanced damages, multiple damages, indirect damages, or other penalty or speculative damages arising out of this Agreement. 11.1.5 SES shall defend, indemnify and hold harmless AutotelicAEI, its affiliates (other than each Holding Company) , each Project Company and each of their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns Indemnitees from and against any and all Liabilities (as defined claims of infringement or misappropriation of patent, copyright, trademark, trade secret rights, confidential information, proprietary rights or other intellectual property rights based upon the use or sale in Section 6(d) hereof) arising accordance with this Agreement of the U-GAS Technology by AEI or any Project Company. 11.1.6 A Developer shall notify the other Developers in connection with or resulting from (i) writing promptly after it becomes aware of any injury to person or damage to property facts that may occur in connection with lead to the handling, use or operation making of any Products or any component thereof, a claim for indemnification under this Agreement. Any amounts owing by a Developer under this ARTICLE 11 shall be due and payable within ten (ii10) Company’s breach days of any the final resolution of its representations, warranties, covenants, obligations, agreements or duties under the underlying claim pursuant to this Agreement. 11.1.7 The provisions of this Section 11.1 shall survive the termination of this Agreement or Company’s gross negligence, recklessness or intentional misconduct, (iii) any sales, licensing or other transfers by Company of Products in violation the withdrawal of any law, rule, or regulation, including the infringement of another party’s intellectual property rights (excluding Liabilities for which Autotelic is obligated to defend Company pursuant to Section 6(b)(i) below) or (iv) any violation and/or alleged violation by Company or the Product or any component thereof of any governmental law, rule and/or regulation. (b) Subject to Section 6(c) and 6 (e) hereof, Autotelic shall defend, indemnify and hold harmless Company, its affiliates (other than Autotelic) and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all Liabilities arising in connection with or resulting from (i) the willful infringement by Autotelic of the proprietary rights of any third party arising Developer from the Services, (ii) Autotelic’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or gross negligence, recklessness or intentional misconductProject. (c) Notwithstanding anything to the contrary contained herein, neither party shall have any obligation to indemnify, defend or hold harmless hereunder with respect to any Liabilities arising out of or resulting from the breach by the other party of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement arising from any gross negligence, recklessness or intentional misconduct by the other party. (d) As limited by Section 6(e) below, for purposes of this Agreement, “Liabilities” shall mean any and all claims of and liabilities to third parties and expenses incurred in connection therewith (whether or not in connection with proceedings before a court, arbitration panel, administrative agency, hearing examiner or other tribunal), judgments, awards, fines, penalties, settlements, investigations, costs, and attorneys’ fees and disbursements.

Indemnification and Limitation on Liability. (a) Subject to Section 6(c) and 6(e) hereof, Company shall defend, indemnify and hold harmless Autotelic, its affiliates (other than Company) and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all Liabilities (as defined in Section 6(d) hereof) arising in connection with or resulting from (i) any injury to person or damage to property that may occur in connection with the handling, use or operation of any Products or any component thereof, (ii) Company’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or Company’s gross negligence, recklessness or intentional misconduct, (iii) any sales, licensing or other transfers by Company of Products in violation of any law, rule, or regulation, including the infringement of another party’s intellectual property rights (excluding Liabilities for which Autotelic is obligated to defend Company pursuant to Section 6(b)(i) below) or (iv) any violation and/or alleged violation by Company or the Product or any component thereof of any governmental law, rule and/or regulation. (b) Subject to Section 6(c) and 6 (e) hereof, Autotelic shall defend, indemnify and hold harmless Company, its affiliates (other than Autotelic) and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all Liabilities arising in connection with or resulting from (i) the willful infringement by Autotelic of the proprietary rights of any third party arising from the Services, or (ii) Autotelic’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or gross negligence, recklessness or intentional misconduct. (c) Notwithstanding anything to the contrary contained herein, neither party shall have any obligation to indemnify, defend or hold harmless hereunder with respect to any Liabilities arising out of or resulting from the breach by the other party of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement arising from any gross negligence, recklessness or intentional misconduct by the other party. (d) As limited by Section 6(e) below, for purposes of this Agreement, “Liabilities” shall mean any and all claims of and liabilities to third parties and expenses incurred in connection therewith (whether or not in connection with proceedings before a court, arbitration panel, administrative agency, hearing examiner or other tribunal), judgments, awards, fines, penalties, settlements, investigations, costs, and attorneys’ fees and disbursements.

Indemnification and Limitation on Liability. The terms of subsections 16(a), (b) and (c) below shall not be effective unless and until Sublessor tenders possession of the Remainder Premises to Subtenant and Section 16(f) shall be in full force and effect until Sublessor tenders possession of the Remainder Premises to Subtenant. Upon such tender of possession of the Remainder Premises to Subtenant, subsections 16(a), (b) and (c) shall be in full force and effect and fully enforceable, and the terms of Section 16(f) below shall be of no further force or effect and shall be deemed deleted from this Sublease. (a) Subject Subtenant hereby agrees to Section 6(c) indemnify Sublessor and 6(e) hereofSublessor's directors, Company shall defend, indemnify and hold harmless Autotelic, its affiliates (other than Company) and their respective officers, directors, shareholders, partners, members, principals, employees, agents, servants, contractors, subcontractors, visitors, licensees, agents, successors and assigns (collectively, "Sublessor's Representatives") against and save Sublessor and Sublessor's Representatives harmless from any and all losses, costs, damages, charges, liabilities, obligations, fines, penalties, claims, demands, or judgments and any and all expenses, including, without limitation, reasonable attorneys' fees and expenses, court costs, and costs of appeal, settlement and negotiations (collectively, "Claims"), arising out of or in connection with: (a) Subtenant's use of the Sublease Premises; (b) the conduct of Subtenant's business or any activity, work or thing done, permitted or suffered by Subtenant in, on or about the Sublease Premises or the Building; (c) any failure to perform or observe any of the terms, covenants, conditions or provisions required to be performed or observed by Subtenant under this Sublease or the Master Lease; or (d) any negligence or other misconduct of Subtenant or any of Subtenant's Representatives in connection with the performance of Subtenant's obligations under this Sublease; or (e) any mechanic's lien and other liens and encumbrances filed by any person claiming by, through or under Subtenant, including security interests in any materials, fixtures, equipment and any other improvements or appurtenances installed in, located on or constituting part of the Sublease Premises. In the event that any action or proceeding is brought against Sublessor by reason of any of clauses (a) through (e) inclusive of this Section 16, Subtenant shall, at the request of Sublessor, assume the defense of the same at Subtenant's sole cost with counsel reasonably satisfactory to Sublessor. Sublessor and its insurers shall each have the right to employ, at its expense, separate counsel in any such action or proceeding and to participate in the defense thereof. Subtenant shall consent to and indemnify Sublessor against the costs of any reasonable settlement agreed to by Sublessor of such action or proceeding. (b) Subtenant hereby assumes all risk of damage to property or injury to persons in or on the Sublease Premises or arising from the use or occupation thereof from any cause whatsoever, except when caused by the gross negligence or willful misconduct of Sublessor. (c) Sublessor shall not be responsible or liable to Subtenant or to those claiming by, through or under Subtenant for any injury, loss or damage that may be occasioned by or through the acts or omissions of: (i) persons occupying other premises in the Building, or (ii) Sublessor or Sublessor's Representatives unless proximately caused by (A) the gross negligence or willful misconduct of Sublessor or Sublessor's Representatives or (B) the negligence of Sublessor or Sublessor's Representatives if such negligence is covered by and compensable under insurance obtained by Sublessor. Sublessor shall not be responsible or liable to Subtenant for any defect or failure, in (or any act or omission in the construction of) the Building, the Sublease Premises or any Building system, nor shall it be responsible or liable for any injury, loss or damage to any person or property of Subtenant or Subtenant's Representatives or any other person caused by or resulting from fire, electricity, gas, water, or other utility (or interruption therein) or from rain, snow, ice, theft, bursting, breakage, explosion, implosion, leakage, steam, running, backing up, seepage, or the overflow of water or sewerage in any part of the Building or for any injury, loss or damage caused by or resulting from acts of God or the elements. Subtenant shall give prompt notice to Sublessor in case of fire, casualty, defect or accident in the Sublease Premises or in the Building or of defects therein or in any Building systems. (d) Subtenant's indemnity obligations under this Section 16 shall survive the expiration or earlier termination of this Sublease. (e) Subtenant hereby expressly assumes any and all indemnity obligations of Sublessor under the Master Lease that relate to the Partial Premises arising and accruing on or after the date of the Sublease and (ii) Remainder Premises arising and accruing on or after the date Subtenant takes possession of the Remainder Premises. (f) Until Sublessor delivers the Remainder Premises to Subtenant, (i) Subtenant shall indemnify, defend and hold harmless Sublessor to the same extent as Sublessor, as Lessee under the Master Lease (under the terms of Section 7.7 of the Master Lease), has agreed to indemnify, defend and hold harmless Landlord, as Lessor, under the Master Lease, (ii) Sublessor shall be exempt from liability, and shall neither be liable for injury to Sublessee's business or any loss of income therefrom or for damage to the property of the Subtenant nor liable for injury to the person of Subtenant, to the same extent as Landlord, under Section 7.8 of the Master Lease, is exempt from liability and not liable to Sublessor, as Lessee under the Master Lease and (iii) Sublessor shall indemnify, defend and hold Subtenant harmless from and against any and all Liabilities (as defined Claims caused by the negligent acts, negligent omissions or willful misconduct of Sublessor, except to the extent caused by Subtenant. This subsection 16(f) shall be applicable and in Section 6(d) hereof) arising in connection with or resulting from (i) any injury to person or damage to property that may occur in connection with the handling, use or operation of any Products or any component thereof, (ii) Company’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or Company’s gross negligence, recklessness or intentional misconduct, (iii) any sales, licensing or other transfers by Company of Products in violation of any law, rule, or regulation, including the infringement of another party’s intellectual property rights (excluding Liabilities for which Autotelic is obligated to defend Company pursuant to Section 6(b)(i) below) or (iv) any violation and/or alleged violation by Company or the Product or any component thereof of any governmental law, rule and/or regulation. (b) Subject to Section 6(c) full force and 6 (e) hereof, Autotelic shall defend, indemnify and hold harmless Company, its affiliates (other than Autotelic) and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all Liabilities arising in connection with or resulting from (i) the willful infringement by Autotelic effect until Sublessor tenders possession of the proprietary rights Remainder Premises to Subtenant and, upon Sublessor's tender of any third party arising possession of the Remainder Premises to Subtenant, this subsection 16(f) shall be of no further force or effect and shall be deemed deleted from the Services, (ii) Autotelic’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or gross negligence, recklessness or intentional misconductSublease. (c) Notwithstanding anything to the contrary contained herein, neither party shall have any obligation to indemnify, defend or hold harmless hereunder with respect to any Liabilities arising out of or resulting from the breach by the other party of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement arising from any gross negligence, recklessness or intentional misconduct by the other party. (d) As limited by Section 6(e) below, for purposes of this Agreement, “Liabilities” shall mean any and all claims of and liabilities to third parties and expenses incurred in connection therewith (whether or not in connection with proceedings before a court, arbitration panel, administrative agency, hearing examiner or other tribunal), judgments, awards, fines, penalties, settlements, investigations, costs, and attorneys’ fees and disbursements.