Common use of Indemnities and Liability Clause in Contracts

Indemnities and Liability. 13.1 Charity Partner shall fully indemnify and keep TRP fully indemnified from and against all liabilities, claims, actions, proceedings, loss, damage, costs or expenses suffered or incurred by TRP in consequence or arising out of: any breach or non-participation of all or any of the covenants, warranties, representations, obligations, undertakings or agreements on Charity Partner's part contained in this Agreement; and/or the exercise by Charity Partner of any of the Rights except as set out in this Agreement or the death or injury to any person attending the Event caused by Charity Partner’s negligence or default or that of Charity Partner’s Runners. For the avoidance of doubt, the exclusions of liability set out in Clause 14.2 shall not apply to the indemnity in this Clause 13.1. 13.2 Save as set out in Clause 13.3 TRP shall have no liability whatsoever in contract, tort (including negligence), breach of statutory duty or otherwise for any direct, indirect; including without limitation loss of profit, opportunity, anticipated profit, anticipated revenue, business and/or goodwill) or damage suffered by it in relation to this Agreement, even if TRP has been advised of the possibility of such damages or losses. 13.3 TRP’s total liability arising under or in connection with this Agreement or any breach or non-performance of this Agreement no matter how fundamental (including by reason of that Party’s negligence) in contract, tort or otherwise shall be limited to the Fee. 13.4 Charity Partner acknowledges and will notify all Runners of the risk of taking part in an event of this nature. Nothing in this Agreement shall limit the liability of either party to the other for any personal injury to or death of any of the others’ employees, agents or subcontractors caused directly by a negligent or intentional act or omission or fraudulent misrepresentation on its part. 13.5 TRP shall not in any event be liable to return monies received or pay compensation or damages to Charity Partner or any third party (for whatever reason such compensation or damages may be due) in excess of the Fee actually received by TRP in cleared funds in accordance with this Agreement as at the date such action and/or claim arises.

Indemnities and Liability. 13.1 Charity Partner 15.1 Each Party shall fully be liable for and indemnify and keep TRP fully indemnified from and the other Party against all liabilities, claims, actions, proceedings, any loss, damage, costs cost or expenses suffered or incurred by TRP in consequence or arising out of: any breach or non-participation of all or any expense which the other Party may incur as a result of the covenants, warranties, representations, obligations, undertakings relevant Party’s wilful or agreements on Charity Partner's part contained in this Agreement; and/or the exercise by Charity Partner negligent breach of any of the Rights except as set out in this Agreement or the death or injury to any person attending the Event caused by Charity Partner’s negligence or default or that of Charity Partner’s Runners. For the avoidance of doubt, the exclusions of liability set out in Clause 14.2 shall not apply to the indemnity in this Clause 13.1contract. 13.2 Save as set out in Clause 13.3 TRP shall have no liability whatsoever in contract, tort (including negligence), breach of statutory duty or otherwise for any direct, indirect; including without limitation loss of profit, opportunity, anticipated profit, anticipated revenue, business and/or goodwill) or damage suffered by it in relation to this Agreement, even if TRP has been advised of the possibility of such damages or losses. 13.3 TRP’s total liability arising under or in connection with this Agreement or any breach or non-performance of this Agreement no matter how fundamental (including by reason of that Party’s negligence) in contract, tort or otherwise shall be limited to the Fee. 13.4 Charity Partner acknowledges and will notify all Runners of the risk of taking part in an event of this nature. Nothing in this Agreement shall limit the liability of either party to the other for any personal injury to or death of any of the others’ employees, agents or subcontractors caused directly by a negligent or intentional act or omission or fraudulent misrepresentation on its part. 13.5 TRP 15.2 The Parties shall not in any event be liable to return monies received for: 15.2.1 any loss, damage, cost or pay compensation expense resulting from any legal enactment (whether Norwegian or damages to Charity Partner foreign), the intervention of a public authority (whether Norwegian or foreign), any act of war, strike, blockade, boycott, lockout, exchange or currency controls or restrictions, breakdown in the domestic or international system for transfers of payment or any third party (other similar circumstance. The reservation in respect of strikes, blockades, boycotts and lockouts shall also apply if the Issuer or Agent takes such measures or is the subject of such measures; and 15.2.2 any loss, damage, cost or expense resulting from a default or error by the VPS or any payment system utilised by the VPS. 15.3 The Issuer is liable for whatever reason and shall indemnify the Agent and, if applicable, VPS against any claim, loss, expense or penalty in respect of any tax, stamp duty, levy and/or documentary taxes or duties incurred by the Agent and, if applicable, VPS in connection with registration of the Securities in VPS or in respect of a Corporate Action, except where such compensation claim, loss, expense or damages penalty has been incurred as a consequence of the Agent’s or VPS’, if applicable, own negligence or wilful default. The Issuer agrees to pay any and all stamp and other documentary taxes or duties which may be duepayable in connection with the execution, performance and enforcement of this Agreement or the transactions contemplated herein. 15.4 The Issuer shall be liable for and shall indemnify the Agent against any claim, loss, damage, cost or expense incurred by the Agent in connection with the preparation, execution, performance and enforcement of this Agreement, except where such claim, loss, damage, cost or expense has been incurred as a consequence of the Agent’s own negligence or wilful default. 15.5 The Agent shall not under any circumstances be liable for or indemnify against 15.5.1 any special, indirect, punitive or consequential loss or damages, whether or not foreseeable, including without limitation any loss of profit or loss of opportunity, any non-compliance with any requirements derived from non-Norwegian law and market practice; 15.5.2 any delay (or any related consequences) in excess crediting any account with any amount required under this Agreement to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of VPS or any recognised clearing, payment or settlement system used by the Agent for that purpose; or 15.5.3 any illegality, invalidity or unenforceability of the Fee actually received by TRP Securities Documentation. 15.6 The indemnities contained in cleared funds in accordance with this Agreement as at Clause 15 shall survive the date such action and/or claim arisestermination or expiry of this Agreement.

Indemnities and Liability. 13.1 14.1 Charity Partner shall fully indemnify and keep TRP RPF fully indemnified from and against all liabilities, claims, actions, proceedings, loss, damage, costs or expenses suffered or incurred by TRP RPF in consequence or arising out of: any breach or non-participation of all or any of the covenants, warranties, representations, obligations, undertakings or agreements on Charity Partner's part contained in this Agreement; and/or the exercise by Charity Partner of any of the Rights except as set out in this Agreement or the death or injury to any person attending the Event caused by Charity Partner’s negligence or default or that of Charity Partner’s Runners. For the avoidance of doubt, the exclusions of liability set out in Clause 14.2 shall not apply to the indemnity in this Clause 13.114.1. 13.2 14.2 Save as set out in Clause 13.3 TRP 14.3 RPF shall have no liability whatsoever in contract, tort (including negligence), breach of statutory duty or otherwise for any direct, indirect; including without limitation loss of profit, opportunity, anticipated profit, anticipated revenue, business and/or goodwill) or damage suffered by it in relation to this Agreement, even if TRP RPF has been advised of the possibility of such damages or losses. 13.3 TRP’s total liability arising under or in connection with this Agreement or any breach or non-performance of this Agreement no matter how fundamental (including by reason of that Party’s negligence) in contract, tort or otherwise shall be limited to the Fee. 13.4 14.3 Charity Partner acknowledges and will notify all Runners of the risk of taking part in an event of this nature. Nothing in this Agreement shall limit the liability of either party to the other for any personal injury to or death of any of the others’ employees, agents or subcontractors caused directly by a negligent or intentional act or omission or fraudulent misrepresentation on its part. 13.5 TRP 14.4 RPF shall not in any event be liable to return monies received or pay compensation or damages to Charity Partner or any third party (for whatever reason such compensation or damages may be due) in excess of the Fee actually received by TRP RPF in cleared funds in accordance with this Agreement as at the date such action and/or claim arises.

Indemnities and Liability. 13.1 Charity Partner shall fully indemnify and keep TRP RPF fully indemnified from and against all liabilities, claims, actions, proceedings, loss, damage, costs or expenses suffered or incurred by TRP RPF in consequence or arising out of: any breach or non-participation of all or any of the covenants, warranties, representations, obligations, undertakings or agreements on Charity Partner's part contained in this Agreement; and/or the exercise by Charity Partner of any of the Rights except as set out in this Agreement or the death or injury to any person attending the Event caused by Charity Partner’s negligence or default or that of Charity Partner’s Runners. For the avoidance of doubt, the exclusions of liability set out in Clause 14.2 13.2 shall not apply to the indemnity in this Clause 13.1. 13.2 Save as set out in Clause 13.3 TRP RPF shall have no liability whatsoever in contract, tort (including negligence), breach of statutory duty or otherwise for any direct, indirect; direct or indirect loss (including without limitation limitation, loss of profit, opportunity, anticipated profit, anticipated revenue, business and/or goodwill) or damage suffered by it in relation to this Agreement, even if TRP Charity Partner has been advised of the possibility of such damages or losses. 13.3 TRPRPF’s total liability arising under or in connection with this Agreement or any breach or non-performance of this Agreement no matter how fundamental (including by reason of that Party’s negligence) in contract, tort or otherwise shall be limited to the Fee. 13.4 Charity Partner acknowledges and will notify all Runners of the risk of taking part in an event of this nature. Nothing in this Agreement shall limit the liability of either party to the other for any personal injury to or death of any of the others’ employees, agents agents, subcontractors, or subcontractors Runners caused directly by a negligent or intentional act or omission or fraudulent misrepresentation on its part. 13.5 TRP RPF shall not in any event be liable to return monies received or pay compensation or damages to Charity Partner or any third party (for whatever reason such compensation or damages may be due) in excess of the Fee actually received by TRP RPF in cleared funds in accordance with this Agreement as at the date such action and/or claim arises.

Indemnities and Liability. 13.1 14.1. Subject to Clause 14.3, Charity Partner shall fully indemnify and keep TRP fully indemnified from and against all liabilities, claims, actions, proceedings, loss, damage, costs or expenses suffered or incurred by TRP in consequence or arising out of: : (a) any breach or non-participation of all or any of the covenants, warranties, representations, obligations, undertakings or agreements on Charity Partner's part contained in this Agreement; and/or ; (b) the exercise by Charity Partner of any of the Rights except as set out in this Agreement or Agreement; or (c) the death or injury to any person attending the Event caused by Charity ▇▇▇▇▇▇▇ Partner’s negligence or default or that of Charity Partner’s Runners. 14.2. For the avoidance of doubt, the exclusions of liability set out in Clause 14.2 shall not apply to the indemnity Nothing in this Agreement shall exclude or restrict Charity Partner’s liability under Clause 13.114.1(c) or otherwise exclude or restrict a party’s liability for death or personal injury resulting from the negligence of that party or (where applicable) of its employees while acting in the course of their employment. 13.2 Save as set out in Clause 13.3 TRP 14.3. Neither party shall have no any liability whatsoever in contract, tort (including negligence), breach of statutory duty or otherwise for any directindirect loss, indirect; including (without limitation loss of profit, opportunity, anticipated profit, anticipated revenue, business and/or goodwill) or damage suffered by it in relation to this Agreement, even if TRP the other party has been advised of the possibility of such damages or losses. 13.3 TRP’s 14.4. Subject to Clause 14.2, the total liability of TRP or the Charity Partner arising under or in connection with this Agreement or any breach or non-performance of this Agreement no matter how fundamental (including by reason of that Partyparty’s negligence) in contract, tort or otherwise shall be limited to the Fee. 13.4 Charity 14.5. ▇▇▇▇▇▇▇ Partner acknowledges and will notify all Runners of the risk of taking part in an event of this nature. Nothing in this Agreement shall limit the liability of either party to the other for any personal injury to or death of any of the others’ employees, agents agents, subcontractors or subcontractors Runners caused directly by a negligent or intentional act or omission or fraudulent misrepresentation on its part. 13.5 14.6. TRP shall not in any event be liable to return monies received or pay compensation or damages to Charity Partner or any third party (for whatever reason such compensation or damages may be due) in excess of the Fee actually received by TRP in cleared funds in accordance with this Agreement as at the date such action and/or claim arises.

Indemnities and Liability. 13.1 14.1. Subject to Clause 14.3, Charity Partner shall fully indemnify and keep TRP fully indemnified from and against all liabilities, claims, actions, proceedings, loss, damage, costs or expenses suffered or incurred by TRP in consequence or arising out of: : (a) any breach or non-participation of all or any of the covenants, warranties, representations, obligations, undertakings or agreements on Charity Partner's part contained in this Agreement; and/or ; (b) the exercise by Charity Partner of any of the Rights except as set out in this Agreement or Agreement; or (c) the death or injury to any person attending the Event caused by Charity Partner’s negligence or default or that of Charity Partner’s Runners. 14.2. For the avoidance of doubt, the exclusions of liability set out in Clause 14.2 shall not apply to the indemnity Nothing in this Agreement shall exclude or restrict Charity Partner’s liability under Clause 13.114.1(c) or otherwise exclude or restrict a party’s liability for death or personal injury resulting from the negligence of that party or (where applicable) of its employees while acting in the course of their employment. 13.2 Save as set out in Clause 13.3 TRP 14.3. Neither party shall have no any liability whatsoever in contract, tort (including negligence), breach of statutory duty or otherwise for any directindirect loss, indirect; including (without limitation loss of profit, opportunity, anticipated profit, anticipated revenue, business and/or goodwill) or damage suffered by it in relation to this Agreement, even if TRP the other party has been advised of the possibility of such damages or losses. 13.3 TRP’s 14.4. Subject to Clause 14.2, the total liability of TRP or the Charity Partner arising under or in connection with this Agreement or any breach or non-performance of this Agreement no matter how fundamental (including by reason of that Partyparty’s negligence) in contract, tort or otherwise shall be limited to the Fee. 13.4 14.5. Charity Partner acknowledges and will notify all Runners of the risk of taking part in an event of this nature. Nothing in this Agreement shall limit the liability of either party to the other for any personal injury to or death of any of the others’ employees, agents agents, subcontractors or subcontractors Runners caused directly by a negligent or intentional act or omission or fraudulent misrepresentation on its part. 13.5 14.6. TRP shall not in any event be liable to return monies received or pay compensation or damages to Charity Partner or any third party (for whatever reason such compensation or damages may be due) in excess of the Fee actually received by TRP in cleared funds in accordance with this Agreement as at the date such action and/or claim arises.

Indemnities and Liability. 13.1 16.1 Nothing in this Agreement shall exclude or restrict a party’s liability for death or personal injury resulting from the negligence of that party or (where applicable) of its employees while acting in the course of their employment. 16.2 Subject to clause 16.3, Charity Partner shall fully indemnify and keep TRP fully indemnified from and against all liabilities, claims, actions, proceedings, loss, damage, costs or and expenses suffered or incurred by TRP in consequence or arising out of: : 16.2.1 any breach or non-participation of all or any of the covenants, warranties, representations, obligations, undertakings or agreements on Charity Partner's part contained in this Agreement; and/or ; 16.2.2 the exercise by Charity Partner of any of the Rights rights except as set out in this Agreement or Agreement; or 16.2.3 the death or injury to any person attending the Event caused by Charity ▇▇▇▇▇▇▇ Partner’s negligence or default or that of Charity Partner’s Runners. For the avoidance of doubt, the exclusions of liability set out in Clause 14.2 shall not apply to the indemnity in this Clause 13.1.Runners.‌ 13.2 Save as set out in Clause 13.3 TRP 16.3 Neither party shall have no any liability whatsoever in contract, tort (including negligence), breach of statutory duty or otherwise for any directdirect or indirect, indirect; economic, incidental, special, exemplary or consequential loss (including without limitation limitation, loss of profit, opportunity, anticipated profit, anticipated revenue, business and/or goodwill) or damage suffered by it in relation to this Agreement, even if TRP the other party has been advised of the possibility of such damages or losses.losses.‌ 13.3 TRP’s 16.4 Nothing in this Agreement shall limit or exclude Charity Partners liability under clause 16.2.3.‌ 16.5 Subject to clause 16.4, the maximum total liability of TRP or the Charity Partner arising under or in connection with this Agreement or any breach or non-performance of this Agreement no matter how fundamental (including by reason of that Party’s negligence) in contract, tort or otherwise shall be limited to the FeeFee paid by the Charity Partner. 13.4 16.6 Charity Partner acknowledges acknowledges, and will notify all Runners of of, the risk of taking part in an event of this nature. Nothing in this Agreement shall limit the liability of either party to the other for any personal injury to or death of any of the others’ employees, agents agents, subcontractors, or subcontractors Runners caused directly by a negligent or intentional act or omission or fraudulent misrepresentation on its part. 13.5 16.7 TRP shall not in any event be liable to return monies received or pay compensation or damages to Charity Partner or any third party (for whatever reason such compensation or damages may be due) in excess of the Fee actually received by TRP in cleared funds in accordance with this Agreement as at the date such action and/or claim arises. 117 Force majeure‌ 17.1 Neither party shall be liable for its inability to perform any obligation under this Agreement where such inability is caused by a Force Majeure Event. 17.2 If either party is affected by a Force Majeure Event which prevents that party from performing its obligations under this Agreement, the affected party shall: 17.2.1 promptly notify the other of the nature and extent of the circumstances in question; and 17.2.2 use all reasonable endeavours to mitigate and/or eliminate the consequences of such Force Majeure Event and inform the other party of the steps which it is taking and proposes to take to do so. 17.3 Neither party will be liable to the other party or its sub-licensees for: 17.3.1 any expenses or losses directly or indirectly incurred by them; or 17.3.2 any delay in performing its obligations nor for failure to perform its obligations under this Agreement, as a result of a Force Majeure Event. 17.4 If and to the extent that such expenses or losses, delay or failure are caused by a Force Majeure Event each party shall be relieved of those obligations affected by the Force Majeure Event under this Agreement during the duration of such Force Majeure Event. 118 Data protection‌ 18.1 For the purposes of this clause 118, the terms “process” (and its derivatives), “controller”, “data subject” and “personal data” shall have the meanings given to them in the Data Protection Laws. 18.2 Each party warrants and undertakes that it will perform its obligations under this Agreement in accordance with the provisions of all Data Protection Laws from time to time in force. 18.3 Each of the parties hereby acknowledges that the only personal data to be shared with: 18.3.1 TRP by the Charity Partner will be the name, email address and telephone number of: (i) supporters in relation to whom the Charity Partner has a legal basis for the transfer; and

Indemnities and Liability. 13.1 Charity Partner shall fully indemnify and keep TRP fully indemnified from and against all liabilities, claims, actions, proceedings, loss, damage, costs or expenses suffered or incurred by TRP in consequence or arising out of: any breach or non-participation of all or any of the covenants, warranties, representations, obligations, undertakings or agreements on Charity Partner's part contained in this Agreement; and/or the exercise by Charity Partner of any of the Rights except as set out in this Agreement or the death or injury to any person attending the Event caused by Charity Partner’s negligence or default or that of Charity Partner’s Runnersparticipants. For the avoidance of doubt, the exclusions of liability set out in Clause 14.2 14.3 shall not apply to the indemnity in this Clause 13.1. 13.2 Save as set out in Clause 13.3 TRP shall have no liability whatsoever in contract, tort (including negligence), breach of statutory duty or otherwise for any direct, indirect; including without limitation loss of profit, opportunity, anticipated profit, anticipated revenue, business and/or goodwill) or damage suffered by it in relation to this Agreement, even if TRP has been advised of the possibility of such damages or losses. 13.3 TRP’s total liability arising under or in connection with this Agreement or any breach or non-non- performance of this Agreement no matter how fundamental (including by reason of that Party’s negligence) in contract, tort or otherwise shall be limited to the Fee. 13.4 Charity Partner acknowledges and will notify all Runners participants of the risk of taking part in an event of this nature. Nothing in this Agreement shall limit the liability of either party to the other for any personal injury to or death of any of the others’ employees, agents or subcontractors caused directly by a negligent or intentional act or omission or fraudulent misrepresentation on its part. 13.5 TRP shall not in any event be liable to return monies received or pay compensation or damages to Charity Partner or any third party (for whatever reason such compensation or damages may be due) in excess of the Fee actually received by TRP in cleared funds in accordance with this Agreement as at the date such action and/or claim arises.

Indemnities and Liability. 13.1 Charity Partner 15.1 Each Party shall fully be liable for and indemnify and keep TRP fully indemnified from and the other Party against all liabilities, claims, actions, proceedings, any loss, damage, costs cost or expenses suffered or incurred by TRP in consequence or arising out of: any breach or non-participation of all or any expense which the other Party may incur as a result of the covenants, warranties, representations, obligations, undertakings relevant Party’s wilful or agreements on Charity Partner's part contained in this Agreement; and/or the exercise by Charity Partner negligent breach of any of the Rights except as set out in this Agreement or the death or injury to any person attending the Event caused by Charity Partner’s negligence or default or that of Charity Partner’s Runners. For the avoidance of doubt, the exclusions of liability set out in Clause 14.2 shall not apply to the indemnity in this Clause 13.1contract. 13.2 Save as set out in Clause 13.3 TRP shall have no liability whatsoever in contract, tort (including negligence), breach of statutory duty or otherwise for any direct, indirect; including without limitation loss of profit, opportunity, anticipated profit, anticipated revenue, business and/or goodwill) or damage suffered by it in relation to this Agreement, even if TRP has been advised of the possibility of such damages or losses. 13.3 TRP’s total liability arising under or in connection with this Agreement or any breach or non-performance of this Agreement no matter how fundamental (including by reason of that Party’s negligence) in contract, tort or otherwise shall be limited to the Fee. 13.4 Charity Partner acknowledges and will notify all Runners of the risk of taking part in an event of this nature. Nothing in this Agreement shall limit the liability of either party to the other for any personal injury to or death of any of the others’ employees, agents or subcontractors caused directly by a negligent or intentional act or omission or fraudulent misrepresentation on its part. 13.5 TRP 15.2 The Parties shall not in any event be liable to return monies received for: 15.2.1 any loss, damage, cost or pay compensation expense resulting from any legal enactment (whether Norwegian or damages to Charity Partner foreign), the intervention of a public authority (whether Norwegian or foreign), any act of war, strike, blockade, boycott, 15.2.2 any loss, damage, cost or expense resulting from a default or error by the VPS or any third party (payment system utilised by the VPS.. 15.3 The Issuer is liable for whatever reason and shall indemnify the Agent and, if applicable, VPS against any claim, loss, expense or penalty in respect of any tax, stamp duty, levy and/or documentary taxes or duties incurred by the Agent and, if applicable, VPS in connection with registration of the Securities in VPS or in respect of a Corporate Action, except where such compensation claim, loss, expense or damages penalty has been incurred as a consequence of the Agent’s or VPS’, if applicable, own negligence or wilful default. The Issuer agrees to pay any and all stamp and other documentary taxes or duties which may be duepayable in connection with the execution, performance and enforcement of this Agreement or the transactions contemplated herein. 15.4 The Issuer shall be liable for and shall indemnify the Agent against any claim, loss, damage, cost or expense incurred by the Agent in connection with the preparation, execution, performance and enforcement of this Agreement, except where such claim, loss, damage, cost or expense has been incurred as a consequence of the Agent’s own negligence or wilful default. 15.5 The Agent shall not under any circumstances be liable for or indemnify against 15.5.1 any special, indirect, punitive or consequential loss or damages, whether or not foreseeable, including without limitation any loss of profit or loss of opportunity, any non-compliance with any requirements derived from non-Norwegian law and market practice; 15.5.2 any delay (or any related consequences) in excess crediting any account with any amount required under this Agreement to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of VPS or any recognised clearing, payment or settlement system used by the Agent for that purpose; or 15.5.3 any illegality, invalidity or unenforceability of the Fee actually received by TRP Securities Documentation. 15.6 The indemnities contained in cleared funds in accordance with this Agreement as at Clause 15 shall survive the date such action and/or claim arisestermination or expiry of this Agreement.