Common use of Indemnification and Limitation on Liability Clause in Contracts

Indemnification and Limitation on Liability. If Buyer exercises rights of access under this Section or otherwise, or conducts examinations or inspections under this Section or otherwise, then (a) such access, examination and inspection shall be at Buyer's sole risk, cost and expense and Buyer waives and releases all claims against Seller (and its partners and its and their affiliates and the respective directors, officers, employees, attorneys, contractors and agents of such parties) arising in any way therefrom or in any way connected therewith or arising in connection with the conduct of its directors, officers, employees, attorneys, contractors and agents in connection therewith and (b) Buyer shall indemnify, defend and hold harmless Seller (and its partners and its and their affiliates and the respective officers, directors, employees, attorneys, contractors and agents of such parties) from any and all claims, actions, causes of action liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys fees), or liens or encumbrances for labor or materials, arising out of or in any way connected with such matters. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY.

Indemnification and Limitation on Liability. If Buyer exercises rights of access under 21.1 Except for Claims (as hereinafter defined) limited elsewhere in this Section Lease and to the extent arising from Landlord’s or otherwiseLandlord’s Representatives’ (as hereinafter defined) gross negligence or willful misconduct, or conducts examinations or inspections under this Section or otherwise, then (a) such access, examination Tenant hereby agrees to indemnify Landlord and inspection shall be at Buyer's sole risk, cost and expense and Buyer waives and releases all claims against Seller (and its partners and its and their affiliates and the respective Landlord’s directors, officers, employeesshareholders, attorneyspartners, contractors and agents of such parties) arising in any way therefrom or in any way connected therewith or arising in connection with the conduct of its directorsmembers, officersprincipals, employees, attorneysagents, contractors servants, contractors, subcontractors, visitors, licensees, successors and agents in connection therewith assigns (collectively, “Landlord’s Representatives”) against and (b) Buyer shall indemnify, defend save Landlord and hold Landlord’s Representatives harmless Seller (and its partners and its and their affiliates and the respective officers, directors, employees, attorneys, contractors and agents of such parties) from any and all claimslosses, actions, causes of action liabilitiescosts, damages, lossescharges, costs liabilities, obligations, fines, penalties, claims, demands, or expenses (judgments and any and all expenses, including, without limitation, reasonable attorneys’ fees and expenses, court costs, and costs of appeal, settlement and attorneys feesnegotiations (collectively, “Claims”), or liens or encumbrances for labor or materials, arising out of or in any way connected with such matters. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF connection with: (i) NEGLIGENCE Tenant’s use of the Premises and the Building, including without limitation, the Outside Patio Area (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCEas defined in Section 31) OF ANY INDEMNIFIED PARTY, OR and/or the roof of the Building (as provided in Section 33 below) ; (ii) STRICT LIABILITYthe conduct of Tenant’s business or any activity, work or thing done, permitted or suffered by Tenant in, on or about the Premises, the Building and/or the Land; (iii) any failure to perform or observe any of the terms, covenants, conditions or provisions required to be performed or observed by Tenant under this Lease or the Master Lease; or (iv) any negligence or other misconduct of Tenant or any of Tenant’s directors, officers and employees (collectively, “Tenant’s Representatives”) in connection with the performance of Tenant’s obligations under this Lease; or (v) any mechanic’s lien and other liens and encumbrances filed by any person claiming by, through or under Tenant, including security interests in any materials, fixtures, equipment and any other improvements or appurtenances installed in, located on or constituting part of the Premises. In the event that any action or proceeding is brought against Landlord by reason of any of clauses (i) through (v) inclusive of this Section 21, Tenant shall, at the request of Landlord, assume the defense of the same at Tenant’s sole cost with counsel reasonably satisfactory to Landlord. Landlord 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. 21.2 Tenant hereby assumes all risk of damage to property or injury to persons in or on the Premises or arising from the use or occupation thereof from any cause whatsoever, except when caused by the gross negligence or willful misconduct of Landlord. 21.3 Landlord shall not be responsible or liable to Tenant or to those claiming by, through or under Tenant 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) Landlord or Landlord’s Representatives unless caused by the active gross negligence or willful misconduct of Landlord or Landlord’s Representatives. Landlord shall not be responsible or liable to Tenant for any defect or failure, in (or any act or omission in the construction of) the Building, the Premises or any Building Systems, nor shall it be responsible or liable for any injury, loss or damage to any person or property of Tenant or Tenant’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 Land for any injury, loss or damage caused by or resulting from acts of God or the elements; provided, however, notwithstanding the foregoing, (i) Tenant shall have the right to ▇▇▇▇▇ Rent and request non- emergency work be conducted after Tenant’s business hours or on the weekend; and (ii) Landlord shall provide prior notice and use commercially reasonable efforts to schedule work as provided elsewhere in this Lease. Tenant shall give prompt notice to Landlord in case of fire, casualty, defect or accident in the Premises or in the Building or Land or of defects therein or in any Building System. 21.4 Tenant’s indemnity obligations under this Section 21 shall survive the expiration or earlier termination of this Lease. 21.5 Tenant hereby expressly assumes any and all indemnity obligations of Landlord under the Master Lease (except to the extent such Claim was caused by Landlord and not Tenant).

Indemnification and Limitation on Liability. If Buyer exercises rights of access under this Section or otherwise, or conducts examinations or inspections under this Section or otherwise, then (a) such access, examination and inspection shall be at Buyer's sole risk, cost and expense and Buyer waives and releases all claims against Seller (and its partners and its and their affiliates and the respective directors, officers, employees, attorneys, contractors and agents of such parties) arising in any way therefrom or in any way connected therewith or arising in connection with the conduct of its directors, officers, employees, attorneys, contractors and agents in connection therewith and (b) Buyer shall RHS agrees to indemnify, defend and hold harmless Seller (the Custodian and its partners agents, affiliates, successors and its assigns harmless from and their affiliates and the respective officers, directors, employees, attorneys, contractors and agents of such parties) from against any and all damages, claims, actions, causes of action liabilities, damages, losses, costs or and expenses (including without limitation attorney's fees and expenses) ("Losses"), that may be imposed on, incurred by, or asserted against the Custodian by any claims to the extent such Losses from such claims result from (a) the failure of RHS to comply with any of its obligations under this Agreement or any rules, regulations and interpretations of the SEC, including, without limitationbut not limited to, court RHS's failure to inform a Customer of all the terms of this Agreement (other than the names of all the other Customers of RHS) as such terms may change from time to time and RHS's failure to deliver to Custodian any communication from a Customer to the Custodian in the time and manner required by this Agreement; (b) RHS's valuation of the Customers lent fully-paid or excess margin securities and Collateral available to such Customer on the Schedule and the Aggregate Collateral Amount on the Schedule; or (c) the failure of any Customer to be named on a Schedule when it should be named on a Schedule or to have the correct collateral amount for any Customer specified on a Schedule, unless such Losses are caused by Custodian’s breach of this Agreement or the gross negligence or willful misconduct of the Custodian. Custodian agrees to indemnify, defend and hold RHS and its agents, affiliates, successors and assigns harmless from and against any and all damages, claims, liabilities, losses, costs and attorneys feesexpenses (including without limitation attorney's fees and expenses) ("Losses"), that may be imposed on, incurred by, or liens or encumbrances for labor or materialsasserted against RHS to the extent such Losses result from the failure of the Custodian to comply with any of its obligations under this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, arising out of or in any way connected with such matters. INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS) FROM ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT, EVEN IF ADVISED OF THE FOREGOING RELEASE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES REGARDLESS OF THE FORM OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF . The foregoing indemnification and disclaimer of liability shall survive any termination or assignment of this Agreement and any resignation or removal of the Custodian. The foregoing disclaimer of liability shall not apply to (ia) NEGLIGENCE a party’s indemnification obligations or liability or (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCEb) OF ANY INDEMNIFIED PARTY, OR a party’s breach of Section 7 of the Collateral Administration Agreement (ii“Confidentiality”) STRICT LIABILITYor (c) a party’s gross negligence or willful misconduct.

Indemnification and Limitation on Liability. If Buyer exercises rights of access under this Section or otherwiseTo the fullest extent permitted by law, or conducts examinations or inspections under this Section or otherwise, then (a) such access, examination and inspection shall be at Buyer's sole risk, cost and expense and Buyer waives and releases all claims against Seller (and its partners parent(s), subsidiaries and/or affiliates (“Indemnifying Parties”) shall defend, indemnify and hold harmless Buyer and its parents, subsidiaries and affiliates and their affiliates and the respective directors, officers, employees, attorneysagents, contractors subcontractors and agents of such parties) arising in any way therefrom or in any way connected therewith or arising in connection with the conduct of its directorscustomers against all damages, officers, employees, attorneys, contractors and agents in connection therewith and (b) Buyer shall indemnify, defend and hold harmless Seller (and its partners and its and their affiliates and the respective officers, directors, employees, attorneys, contractors and agents of such parties) from any and all claims, actions, causes of action liabilities, damagesfines, lossesassessments and expenses (including costs associated with recalling any Goods, costs reasonable attorneys' fees and costs) arising out of or expenses resulting in any way from (i) any defect in the Goods or Services, (ii) any breach of any warranty or other term of this Order, (iii) the presence of Indemnifying Parties’ agents, representatives, employees or subcontractors on Buyer’s premises (including, without limitation, court costs personal injury, illness or death of Indemnifying Parties’ agents, representatives, employees or subcontractors; and attorneys feesproperty damage), regardless of the cause of such injury, illness or liens death, and even though caused in whole or encumbrances for labor in part by a pre-existing defect, the indemnified party’s (or materialsindemnified persons’) negligence or any other actual or alleged legal fault, whether sole, joint or concurrent, and (iv) the negligent acts or omissions of Indemnifying Parties, its agents, representatives, employees or subcontractors related to the performance of the services under this Order, but in no event shall the indemnity obligation apply to liability caused by the willful misconduct or sole negligence of Buyer with regard to (i) and (ii) above. Indemnifying Parties will conduct the defense of a third party claim diligently and with counsel reasonably satisfactory to Buyer, and will not consent to the entry of a judgment or enter into any settlement with respect to the claim without the prior written consent of ▇▇▇▇▇ (not to be withheld unreasonably). NOTHING IN THIS ORDER SHALL BE CONSTRUED TO SUBJECT BUYER TO LIABILITY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS (WHETHER IT CONSISTS IN A DIRECT OR INDIRECT DAMAGES), LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF THIS ORDER OR ANY GOODS OR SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN), REGARDLESS OF WHETHER THE COMPANY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. In no event shall the aggregate liability of Buyer arising out of or relating to this Order exceed, in any way connected with such mattersthe aggregate, the fees paid by ▇▇▇▇▇ for the Goods and Services during the twelve (12) months preceding the event giving rise to the claim. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMSThis Section shall survive the termination or expiration of this Order, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT LIABILITYfor whatever reason.

Indemnification and Limitation on Liability. If Buyer exercises rights of access under this Section or otherwise, or conducts examinations or inspections under this Section or otherwise, then (a) such access, examination Subtenant hereby agrees to indemnify Sublandlord and inspection shall be at Buyer's sole risk, cost and expense and Buyer waives and releases all claims against Seller (and its partners and its and their affiliates and the respective Sublandlord’s directors, officers, employeesshareholders, attorneyspartners, contractors and agents of such parties) arising in any way therefrom or in any way connected therewith or arising in connection with the conduct of its directorsmembers, officersprincipals, employees, attorneysagents, contractors servants, contractors, subcontractors, visitors, licensees, successors and agents in connection therewith assigns (collectively, “Sublandlord’s Representatives”) against and (b) Buyer shall indemnify, defend save Sublandlord and hold Sublandlord’s Representatives harmless Seller (and its partners and its and their affiliates and the respective officers, directors, employees, attorneys, contractors and agents of such parties) from any and all claimslosses, actions, causes of action liabilitiescosts, damages, lossescharges, costs liabilities, obligations, fines, penalties, claims, demands, or expenses (judgments and any and all expenses, including, without limitation, reasonable attorneys’ fees and expenses, court costs, and costs of appeal, settlement and attorneys feesnegotiations (collectively, “Claims”), or liens or encumbrances for labor or materials, arising out of or in connection with: (a) Subtenant’s use of the Sublease Premises; (b) the conduct of Subtenant’s business or any way connected 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 Prime Lease; (d) any gross 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 Sublandlord by reason of any of clauses (a) through (e) inclusive of this Section 16(a), Subtenant shall, at the request of Sublandlord, assume the defense of the same at Subtenant’s sole cost with counsel reasonably satisfactory to Sublandlord. Sublandlord and its insurers shall each have the right to employ, at its expense, separate counsel in any such mattersaction or proceeding and to participate in the defense thereof provided, however, that counsel retained by Subtenant shall control the defense. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMSSubtenant shall consent to and indemnify Sublandlord against the costs of any reasonable settlement agreed to by Sublandlord of such action or proceeding. (b) Sublandlord hereby agrees to indemnify Subtenant and Subtenant’s directors, ACTIONSofficers, CAUSES OF ACTIONshareholders, LIABILITIESpartners, DAMAGESmembers, LOSSESprincipals, COSTS OR EXPENSES ARISE OUT OF employees, agents, servants, contractors, subcontractors, visitors, licensees, successors and assigns (collectively, “Subtenant’s Representatives”) against and save Subtenant and Subtenant’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, “Subtenant Claims”), arising out of or in connection with (a) any failure to perform or observe any of the terms, covenants, conditions or provisions required to be performed or observed by Sublandlord under this Sublease, the Sublease or the Prime Lease; and (b) any gross negligence or other misconduct of Sublandlord or any of Sublandlord’s Representatives in connection with the performance of Sublandlord’s obligations under this Sublease. In the event that any action or proceeding is brought against Subtenant by reason of any clauses (a) or (b) of this Section 16(b), Sublandlord shall, at the request of Subtenant, assume the defense of the same at Sublandlord’s sole cost with counsel reasonably satisfactory to Subtenant. Subtenant 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. Sublandlord shall consent to and indemnify Subtenant against the costs of any reasonable settlement agreed to by Subtenant of such action or proceeding. (c) 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 Sublandlord. (d) Sublandlord 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) NEGLIGENCE persons (INCLUDING SOLE NEGLIGENCEother than Sublandlord or Sublandlord’s Representatives,) occupying other premises in the Building, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, OR or (ii) STRICT LIABILITYSublandlord or Sublandlord’s Representatives, unless proximately caused by the gross negligence or willful misconduct of Sublandlord or Sublandlord’s Representatives. Except to the extent caused by the gross negligence or willful misconduct of Sublandlord or Sublandlord’s Representatives, Sublandlord 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 Sublandlord 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. (e) The indemnity obligations under this Section 16 shall survive the expiration or earlier termination of this Sublease. Subject to the express provisions of this Sublease, Subtenant hereby expressly assumes any and all indemnity obligations of Sublandlord under the Lease that relate to the Sublease Premises.