Common use of Indemnification Principles Clause in Contracts

Indemnification Principles. For purposes of this Section 11, "Losses" shall mean each and all of the following items: claims, losses (including, without limitation, losses of earnings), liabilities, obligations, payments, damages (actual, punitive or consequential), charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith), costs and expenses of investigation, actions, suits, proceedings, demands, assessments and fees, expenses and disbursements of counsel, consultants and other experts. For purposes of Section 11.1(a) the Corporation shall not be obligated to indemnify, defend or hold harmless any Investor Entity for any (i) punitive damages or (ii) damages arising out of such Investor Entity's lost use of such Investor Entity's share of the Purchase Price (as shown on Schedule 1.1 hereto) for an alternative investment, except in any case where such damages are the result of the willful misrepresentation, fraud or deceit of the