Common use of Indemnity/Liability Clause in Contracts

Indemnity/Liability. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). Notwithstanding anything in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement will be limited to three times the amount of annual fees paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought; provided, that, such liability cap shall not apply in the case of the Warrant Agent’s own willful misconduct, bad faith or fraud (which willful misconduct, bad faith or fraud must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties), nor to any claims by Registered Holders of the Warrants which arise out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything to the contrary notwithstanding, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable counsel fees and expenses of legal counsel), for anything done or omitted by the Warrant Agent in the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). The provisions of this Section 9.4 shall survive the expiration of the Warrants and the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company.”

Indemnity/Liability. The Warrant Agent Service Provider shall be liable hereunder only to SAA, its directors, officers, employees, representatives and agents for any and all proven liabilities, claims, demands, suits, judgments, causes of action, losses, damages, fines and reasonable expenses ("Losses") incurred by SAA, which arise out of the Service Provider’s proven gross negligence or wilful misconduct in its own performance of its obligations under this Agreement, with SAA using all commercially reasonable efforts to mitigate any such loss at all times, except to the extent the losses are caused, or contributed to, by the gross negligenceproven negligence or wilful misconduct of SAA. SAA shall be liable to the Service Provider, willful its directors, officers, employees, representatives and agents for any losses incurred by the Service Provider, which arise directly out of SAA's proven gross negligence or wilful misconduct in its performance of its obligations under this Agreement, with the Service Provider using all commercially reasonable efforts to mitigate any such loss at all times, except to the extent the losses are caused, or bad faith contributed to, by the gross proven negligence or wilful misconduct of the Service Provider. The Service Provider shall not accept any complaints and shall not be liable for any alleged claims which have not been notified to the Service Provider in writing within three (3) months from the occurrence of the matter giving rise to the potential claim. For the avoidance of doubt, any notification of an alleged claim within this three (3) month period neither suspends nor otherwise interrupts any applicable period of limitation which gross negligence, willful misconduct or bad faith must will remain unaffected. The protection of this clause 11 (Indemnity & Liability) shall be determined by a judgment deemed to survive the completion of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). Notwithstanding anything in this Agreement and any assignment or earlier termination thereof for whatever reason and shall endure for a period of one (1) year after the expiration of the term of this agreement. Neither Party will be liable for, and each Party waives and releases any claims against the other Party, for special, incidental or consequential damages, including lost revenue, lost profit or loss of prospective economic advantage, resulting from any performance or failure to perform under this Agreement. Risk or loss of, or damage to, all goods and Services provided by the Service Provider to SAA passes to SAA upon completion of the Services to the contrary, any location for delivery specified in writing by SAA. Title to all Services provided by the Service Provider to SAA passes once the Service Provider receives payment for same. Provided that services were carried out in accordance with SAA’s specifications. The Service Provider liability of the Warrant Agent under this Agreement will be limited to three times the amount of annual fees paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought; provided, that, such liability cap shall not apply Fifty Million Rands per occurrence in the case of the Warrant Agent’s own willful misconduct, bad faith or fraud (which willful misconduct, bad faith or fraud must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties), nor to any claims by Registered Holders of the Warrants which arise out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything to the contrary notwithstanding, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable counsel fees and expenses of legal counsel), for anything done or omitted by the Warrant Agent in the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). The provisions of this Section 9.4 shall survive the expiration of the Warrants and the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companyannual aggregate.”

Indemnity/Liability. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith (which gross negligence, willful misconduct or bad faith must be each as determined by a final non-appealable judgment of a court of competent jurisdiction jurisdiction). The Company also covenants and agrees to indemnify the Warrant Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, reasonable and documented third-party cost or agreed pursuant expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Warrant Agent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to a settlement agreement between be taken by the parties)Warrant Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly. Notwithstanding anything in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement will be be, other than in the case of fraud, limited in the aggregate to three times the amount of annual fees paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought; provided, that, such liability cap shall not apply in the case of the Warrant Agent’s own willful misconduct, bad faith or fraud (which willful misconduct, bad faith or fraud must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties), nor to any claims by Registered Holders of the Warrants which arise out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything to the contrary notwithstanding, notwithstanding in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable counsel fees and expenses of legal counsel), provisions provided for anything done or omitted by the Warrant Agent in the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). The provisions of this Section 9.4 8.4.2 shall survive the expiration of the Warrants and the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company.”

Indemnity/Liability. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (which gross negligence, bad faith, or willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the partiesjurisdiction). Notwithstanding anything in this Agreement to the contrary, any the aggregate liability of the Warrant Agent under this Agreement will be limited to three times the amount of annual fees paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought; provided, that, such liability cap shall not apply in the case of the Warrant Agent’s own willful misconduct, fraud or bad faith or fraud (which bad faith, fraud or willful misconduct, bad faith or fraud misconduct must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the partiesjurisdiction), nor to any claims by Registered Holders of the Warrants which arise out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything to the contrary notwithstanding, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, including the reasonable counsel fees and expenses of legal counsel), for anything done or omitted by the Warrant Agent in the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith (which gross negligence, bad faith, or willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the partiesjurisdiction). The provisions Anything to the contrary notwithstanding, in no event will the Warrant Agent or the Company be liable hereunder for special, punitive, indirect or consequential loss or damages of this Section 9.4 shall survive the expiration any kind whatsoever (including lost profits) even if advised of the Warrants likelihood of such loss or damages and the termination of this Agreement and the resignation, replacement or removal regardless of the Warrant Agent. The costs and expenses incurred in enforcing this right form of indemnification shall be paid by the Companyaction.”

Indemnity/Liability. The Warrant Agent shall be liable hereunder only (a) Except for its own gross negligenceSublessor or Landlord’s agents, employees, invitees, licensees, or customers willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant as the case may be, Sublessee hereby indemnifies and agrees to a settlement agreement between the parties). Notwithstanding anything in this Agreement to the contrarysave harmless Sublessor, Landlord, and any liability mortgagee of the Warrant Agent under this Agreement will be limited to three times Premises (including the amount of annual fees paid by the Company to the Warrant Agent during the twelve (12Sublet Premises) months immediately preceding the event for which recovery from the Warrant Agent is being sought; provided, that, such liability cap shall not apply in the case of the Warrant Agent’s own willful misconduct, bad faith or fraud (which willful misconduct, bad faith or fraud must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties), nor to any claims by Registered Holders of the Warrants which arise out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything to the contrary notwithstanding, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all lossclaims, liabilitydamages, damagecauses of action, judgmentliabilities, fineobligations, penaltyor costs, claimincluding attorneys’ fees, demandthat (i) arise from or in connection with the possession, settlementuse, cost or expense (including, without limitation, control of the reasonable counsel fees and expenses of legal counsel), for anything done or omitted Sublet Premises by the Warrant Agent Sublessee, (ii) arise from or are in the executionconnection with any act or omission of Sublessee or Sublessee’s agents, acceptanceemployees, administrationinvitees, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly licensees or indirectlycustomers, or enforcing its rights hereunder(iii) result from any default, except breach, violation or non-performance by Sublessee of this Sublease or of any provision hereof, or (iv) result from injury to person or property or loss of life sustained in, on or about the Building or the Sublet Premises as a result of Sublessee’s use and occupancy of the Warrant AgentSublet Premises, or (v) result from Sublessee’s gross negligenceor Sublessee’s employees’, willful misconduct licensees’, or bad faith visitors’ use of the sidewalks, common areas, or the parking area at the building. Sublessee shall, at its own cost and expense, at Sublessor’s election, defend any and all actions, suits and proceedings that may be brought against Sublessor or Landlord with respect to the foregoing or in which it may be implead, or reimburse the cost of said defense to Sublessor upon demand. Sublessee shall pay, satisfy, and discharge any and all judgments, orders and decrees that may be recovered against Sublessor or Landlord in connection with the foregoing. (which gross negligenceb) In consideration of the benefits accruing hereunder, willful misconduct Sublessee, for itself, its successors and assigns, covenants and agrees that, in the event of any actual or bad faith must alleged failure, breach or default hereunder by Sublessor, and notwithstanding anything to the contrary contained elsewhere in this Sublease. No assets of Sublessor or any partners, shareholders or other principals or members of Sublessor shall be determined subject to levy, execution or other judicial process for satisfaction of any claim or remedy of Sublessee. (c) Sublessor hereby indemnifies and agrees to save harmless Sublessee, from and against any and all claims, damages, causes of action, liabilities, obligations, or costs, including attorneys’ fees, that (i) arise from or in connection with the possession, use, or control of any portion of the building by a judgment the Sublessor or (ii) arise from or are in connection with any act or omission of a court of competent jurisdiction Sublessor or agreed pursuant to a settlement agreement between the parties). The provisions Sublessor’s agents, employees, invitees, licensees or customers, or (iii) result from any default, breach, violation or non-performance by Sublessor of this Section 9.4 shall survive Sublease or of any provision hereof, or (iv) result from injury to person or property or loss of life sustained in, on or about the expiration building or the Sublet Premises as a result of Sublessor’s use and occupancy of any portion of the Warrants and the termination of this Agreement and the resignationBuilding, replacement or removal (v) result from Sublessor’s or Sublessor’s employees’, licensees’, or visitors’ use of the Warrant Agentsidewalks, common areas, or the parking area at the building. The costs Sublessor shall, at its own cost and expenses incurred expense, at Sublessee’s election, defend any and all actions, suits and proceedings that may be brought against Sublessee with respect to the foregoing or in enforcing this right which it may be implead, or reimburse the cost of indemnification said defense to Sublessee upon demand. Sublessor shall pay, satisfy, and discharge any and all judgments, orders and decrees that may be paid by recovered against Sublessee in connection with the Companyforegoing.”

Indemnity/Liability. The Warrant Agent 8.1 Subject to the provisions in this Article VIII, to the extent permitted by applicable provisions of law, BOIPA UK shall be liable hereunder only towards you for its own gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between actual losses incurred in the parties). Notwithstanding anything in this Agreement to the contrary, any liability performance of the Warrant Agent Agreement as a result of BOIPA UK's actions or omissions, except for lost profits. 8.2 BOIPA UK will not be liable for any delay or failure to carry out BOIPA UK's obligations under this Agreement will be limited if and to three times the amount extent that such failure: a. is due to circumstances beyond BOIPA UK's reasonable control (or that of annual our agents or sub- contractors); or b. is due to BOIPA UK's obligations under applicable laws; or c. is due to your failure to provide complete and/or correct data to BOIPA UK. 8.3 Notwithstanding the grounds of BOIPA UK' liability, BOIPA UK's total liability towards you in respect of any and all events, actions or omissions that occurred in any given month shall not exceed the total fees paid by you to BOIPA UK under the Company Agreement (exclusive of interchange fees, assessments, and any other fees incurred on behalf and to the Warrant Agent during benefit of you or costs that are imposed by a Card Scheme or a third party in connection with your payment processing) in the twelve (12) months immediately month directly preceding the event month in which such events, actions or omissions occurred. 8.4 Under no circumstances shall BOIPA UK be liable to you for which recovery from the Warrant Agent is being sought; providedany special, thatconsequential or indirect loss/damages, such liability cap shall not apply in the case loss of the Warrant Agent’s own willful misconductbusiness, bad faith goodwill, data or fraud (which willful misconductloss of profit, bad faith revenue or fraud must be determined by a judgment of a court of competent jurisdiction anticipated savings whether direct or agreed pursuant to a settlement agreement between the parties)indirect, nor to any claims by Registered Holders of the Warrants which arise lost interest, or for punitive or exemplary damages arising out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything relating in any way to the contrary notwithstandingAgreement, in no event will the Warrant Agent be liable including but not limited to, damages arising out of proper placement of your name on any terminated merchant list for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits)reason, even if the Warrant Agent BOIPA UK has been advised of the likelihood possibility of such loss damages. You further acknowledge and agree that such exclusion regarding any special, consequential or damages, and regardless of the form of action. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all indirect loss, liabilityloss of business, damagegoodwill or loss of profit whether direct or indirect, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable counsel fees and expenses of legal counsel), for anything done or omitted by the Warrant Agent in the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlylost interest, or enforcing its rights hereunder, except for punitive or exemplary damages arising out of or relating in any way to the Agreement expressly does not include any amount owed by BOIPA UK to a third party which is incurred as a result of any action or omission of you under the Warrant Agent’s gross negligenceAgreement. 8.5 Without prejudice to either Party's rights to terminate the Agreement, willful misconduct your sole remedy at law, in equity or bad faith otherwise in respect of any claim against us shall be limited to damages. 8.6 You acknowledge and agree that, given the nature of the Card Services, the availability to you of suitable alternative payment methods for your customers and your ability to choose other providers of services similar to the Card Services before entering into the Agreement, the limitations on liability contained in this Article VIII are reasonable in all of the circumstances and that the fees have been calculated taking into account such limitations (which gross negligence, willful misconduct or bad faith must would be determined by a judgment higher but for such limitations) and accordingly you have accepted the risk of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). The provisions of this Section 9.4 shall survive the expiration any losses which you may suffer because of the Warrants and limitations on our liability in this Article VIII. 8.7 Nothing in this Article VIII shall operate to exclude or restrict our liability for fraud or deceit or death or personal injury resulting from our negligence or as may otherwise be prescribed by applicable law. 8.8 No Party shall be liable for any failure to perform the termination obligations arising from the Agreement if such failure is caused by force majeure (any sudden event incapable of this being predicted on the day of signing the Agreement and the resignation, replacement or removal beyond control of the Warrant AgentParties, in particular strikes, natural disasters, governmental actions, riots, war, etc.), provided that no such force majeure event will excuse you from (i) complying with the Card Scheme Rules or (ii) paying the fees or any other amounts due to BOIPA UK under the Agreement. The costs and expenses incurred In particular, BOIPA UK shall not be liable for actions of third parties, including, in enforcing this right particular, issuers of indemnification the Cards, telecom service providers, whose actions shall be paid by treated as a force majeure for the Companypurpose of the Agreement.”

Indemnity/Liability. 18.1 The Warrant Agent Account Holder shall be not hold Ajman Bank liable hereunder or responsible for any actual loss or damage sustained by it and shall not make or pursue any claim against Ajman Bank to recover any loss so incurred, if any of the instructions of the Account Holder has not been complied with or any delay has occurred in complying with these instructions for any reasons whatsoever. 18.2 The Account Holder hereby indemnifies and agrees to indemnify and hold Ajman Bank and its respective officers, directors, employees, agents and representatives (the «Indemnified Persons») harmless from and against all actual losses, damage, costs, charges and expenses of whatever nature, if any suffered, sustained or incurred by ▇▇▇▇▇ Bank whether directly or indirectly or by any of Ajman Bank’s successors in interest, administrators and assigns and howsoever arising, including but not restricted to the actual losses, damages, costs, charges and expenses arising out of or in connection with suits, claims, actions, demands, liabilities, proceedings of whatsoever nature made or brought or filed against Ajman Bank by whomsoever in connection with Ajman Bank opening the Account and providing Banking Services or allowing Banking Transactions as requested by the Account Holder or in connection with ▇▇▇▇▇ Bank acting upon the instructions of the Account Holder or any other matter whatsoever pertaining to the Account or the Account Holder. 18.3 The provisions of Clause 20.2 shall only for its own apply if the Indemnified Persons have not acted in gross negligence, willful misconduct or bad faith (which gross negligencefraud. 18.4 The Account Holder shall indemnify and keep Ajman Bank fully indemnified against all actual claims, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). Notwithstanding anything in this Agreement to the contrarydemands, any liability of the Warrant Agent under this Agreement will be limited to three times the amount of annual fees paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought; providedaction, thatproceedings, such liability cap shall not apply in the case of the Warrant Agent’s own willful misconductlosses, bad faith or fraud (which willful misconduct, bad faith or fraud must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties), nor to any claims by Registered Holders of the Warrants which arise out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything to the contrary notwithstanding, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable counsel fees and expenses of legal counsel), for anything done or omitted by the Warrant Agent in the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefromnature (including legal costs on an indemnity basis) incurred, suffered or sustained by Ajman Bank, directly or indirectly, by reason of or enforcing its rights hereunderin connection with this Agreement, except as a result including but not limited to: 18.5 breach of the Warrant Agent’s gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). The provisions of this Section 9.4 shall survive the expiration of the Warrants and the termination any provision of this Agreement on the Account Holder’s part; and/or 18.6 the enforcement or protection of our rights and remedies against the resignationAccount Holder under this Agreement, replacement or removal in obtaining or seeking to obtain payment of all or any part of the Warrant Agent. The costs monies hereby agreed to be paid by the Account Holder; and/or 18.7 any change in any law, regulation or official directive which may have an effect on this Agreement, and expenses incurred in enforcing this right of indemnification such indemnity shall be paid by the CompanyAccount Holder upon demand and/or may be debited to the Account without notice.” 18.8 Ajman Bank shall not be liable for any loss or damage howsoever incurred or suffered by the Account Holder by reason of Ajman Bank or a merchant or any bank or financial institution or any other party refusing to allow a transaction through the ATM/ Debit Card Transaction, 18.9 Ajman Bank shall not be responsible for the refusal by any merchant or member institution of VISA International or Mastercard to honor or accept the ATM / Debit Card or for any defect or deficiency in the goods or services supplied to the Account Holder by any Merchant or, where 18.10 Ajman Bank shall not be responsible for the delays or impounding of customer’s instructions (whether in UAE or overseas) due to or resulting from any law, rule or regulation of any government, regulatory authority or any other authority in the relevant jurisdiction. 18.11 If there is a dispute between the Account ▇▇▇▇▇▇ and Ajman Bank, a merchant, a bank or financial institution or any other person, the Account Holder’s liability to Ajman Bank shall not in any way be affected by such dispute or any counterclaim or right of set off which the Account Holder may have against Ajman Bank, such Merchant, or other bank or financial institution or person. 18.12 Ajman Bank shall not be liable, in any way, to the Account Holder for any loss or damage of whatever nature, due to or arising from any disruption or failure or defect in any ATM or machine or terminal or communication system or facilities or data processing system or transmission link or any industrial or other dispute or any other cause, whether beyond our control or otherwise. 18.13 Ajman Bank shall not be liable to the Account Holder in the following circumstances: 18.13.1 exercise by Ajman Bank of our right to terminate the Banking Service; 18.13.2 any injury to the Account ▇▇▇▇▇▇’s credit character and reputation due to the termination or closure of the Banking Service afforded to the Account Holder; 18.13.3 any delay or inability on our part to perform any of our obligations under this Agreement because of any electronic, mechanical system, data processing or telecommunication defect or failure, Act of God, civil disturbance or any event outside our control or the control of any of our servants, agents or contractors; 18.13.4 any damage to or loss or inability to retrieve any data or information that may be stored in the ATM / Debit Card or any microchip or circuit or device in the ATM / Debit Card or the corruption of any such data or information, howsoever caused; 18.13.5 for any loss, theft, use or misuse of the ATM / Debit Card or disclosure of the Account Holder’s PIN and/or any breach of this Agreement (ii) for any fraud and/or forgery perpetrated on Ajman Bank or any merchant (iii) for any injury to the Account Holder’s credit, character and reputation in relation to our repossession or our request for the return of the ATM/ Debit Card or the Account Holder’s use of the Card; 18.13.6 for the interception by or disclosure to any person (whether unlawful or otherwise) of any data or information relating to the Account Holder, any transaction through ATM / Debit Card or the Account transmitted through or stored in any electronic system or medium, howsoever caused. 18.14 The Account ▇▇▇▇▇▇ agrees to indemnify Ajman Bank against all actual losses and costs (including legal costs) in the event of any claim, action, suit or proceeding in connection with the Account or affording the Banking Services to the Account Holder.

Indemnity/Liability. 18.1 The Warrant Agent Account Holder shall be not hold Ajman Bank liable hereunder or responsible for any actual loss or damage sustained by it and shall not make or pursue any claim against Ajman Bank to recover any loss so incurred, if any of the instructions of the Account Holder has not been complied with or any delay has occurred in complying with these instructions for any reasons whatsoever. 18.2 The Account Holder hereby indemnifies and agrees to indemnify and hold Ajman Bank and its respective officers, directors, employees, agents and representatives (the «Indemnified Persons») harmless from and against all actual losses, damage, costs, charges and expenses of whatever nature, if any suffered, sustained or incurred by ▇▇▇▇▇ Bank whether directly or indirectly or by any of Ajman Bank’s successors in interest, administrators and assigns and howsoever arising, including but not restricted to the actual losses, damages, costs, charges and expenses arising out of or in connection with suits, claims, actions, demands, liabilities, proceedings of whatsoever nature made or brought or filed against Ajman Bank by whomsoever in connection with Ajman Bank opening the Account and providing Banking Services or allowing Banking Transactions as requested by the Account Holder or in connection with ▇▇▇▇▇ Bank acting upon the instructions of the Account Holder or any other matter whatsoever pertaining to the Account or the Account Holder. 18.3 The provisions of Clause 20.2 shall only for its own apply if the Indemnified Persons have not acted in gross negligence, willful misconduct or bad faith (which gross negligencefraud. 18.4 The Account Holder shall indemnify and keep Ajman Bank fully indemnified against all actual claims, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). Notwithstanding anything in this Agreement to the contrarydemands, any liability of the Warrant Agent under this Agreement will be limited to three times the amount of annual fees paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought; providedaction, thatproceedings, such liability cap shall not apply in the case of the Warrant Agent’s own willful misconductlosses, bad faith or fraud (which willful misconduct, bad faith or fraud must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties), nor to any claims by Registered Holders of the Warrants which arise out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything to the contrary notwithstanding, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable counsel fees and expenses of legal counsel), for anything done or omitted by the Warrant Agent in the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefromnature (including legal costs on an indemnity basis) incurred, suffered or sustained by Ajman Bank, directly or indirectly, by reason of or enforcing its rights hereunderin connection with this Agreement, except as a result including but not limited to: 18.5 breach of the Warrant Agent’s gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). The provisions of this Section 9.4 shall survive the expiration of the Warrants and the termination any provision of this Agreement on the Account Holder’s part; and/or 18.6 the enforcement or protection of our rights and remedies against the resignationAccount Holder under this Agreement, replacement or removal in obtaining or seeking to obtain payment of all or any part of the Warrant Agent. The costs monies hereby agreed to be paid by the Account Holder; and/or 18.7 any change in any law, regulation or official directive which may have an effect on this Agreement, and expenses incurred in enforcing this right of indemnification such indemnity shall be paid by the CompanyAccount Holder upon demand and/or may be debited to the Account without notice.” 18.8 Ajman Bank shall not be liable for any loss or damage howsoever incurred or suffered by the Account Holder by reason of Ajman Bank or a merchant or any bank or financial institution or any other party refusing to allow a transaction through the ATM/ Debit Card Transaction, 18.9 Ajman Bank shall not be responsible for the refusal by any merchant or member institution of VISA International or Mastercard to honor or accept the ATM / Debit Card or for any defect or deficiency in the goods or services supplied to the Account Holder by any Merchant or, where applicable, for any breach or non-performance by a merchant of a transaction through the ATM/ Debit Card. 18.10 Ajman Bank shall not be responsible for the delays or impounding of customer’s instructions (whether in UAE or overseas) due to or resulting from any law, rule or regulation of any government, regulatory authority or any other authority in the relevant jurisdiction. 18.11 If there is a dispute between the Account ▇▇▇▇▇▇ and Ajman Bank, a merchant, a bank or financial institution or any other person, the Account Holder’s liability to Ajman Bank shall not in any way be affected by such dispute or any counterclaim or right of set off which the Account Holder may have against Ajman Bank, such Merchant, or other bank or financial institution or person. 18.12 Ajman Bank shall not be liable, in any way, to the Account Holder for any loss or damage of whatever nature, due to or arising from any disruption or failure or defect in any ATM or machine or terminal or communication system or facilities or data processing system or transmission link or any industrial or other dispute or any other cause, whether beyond our control or otherwise. 18.13 Ajman Bank shall not be liable to the Account Holder in the following circumstances: 18.13.1 exercise by Ajman Bank of our right to terminate the Banking Service; 18.13.2 any injury to the Account ▇▇▇▇▇▇’s credit character and reputation due to the termination or closure of the Banking Service afforded to the Account Holder; 18.13.3 any delay or inability on our part to perform any of our obligations under this Agreement because of any electronic, mechanical system, data processing or telecommunication defect or failure, Act of God, civil disturbance or any event outside our control or the control of any of our servants, agents or contractors; 18.13.4 any damage to or loss or inability to retrieve any data or information that may be stored in the ATM / Debit Card or any microchip or circuit or device in the ATM / Debit Card or the corruption of any such data or information, howsoever caused; 18.13.5 for any loss, theft, use or misuse of the ATM / Debit Card or disclosure of the Account Holder’s PIN and/or any breach of this Agreement (ii) for any fraud and/or forgery perpetrated on Ajman Bank or any merchant

Indemnity/Liability. The Warrant Agent 8.1 Subject to the provisions in this Article VIII, to the extent permitted by applicable provisions of law, CARDPAY AA shall be liable hereunder only towards you for its own gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between actual losses incurred in the parties). Notwithstanding anything in this Agreement to the contrary, any liability performance of the Warrant Agent Agreement as a result of CARDPAY AA's actions or omissions, except for lost profits. 8.2 CARDPAY AA will not be liable for any delay or failure to carry out CARDPAY AA's obligations under this Agreement will be limited if and to three times the amount extent that such failure: a. is due to circumstances beyond CARDPAY AA's reasonable control (or that of annual our agents or sub- contractors); or b. is due to CARDPAY AA's obligations under applicable laws; or c. is due to your failure to provide complete and/or correct data to CARDPAY AA. 8.3 Notwithstanding the grounds of CARDPAY AA' liability, CARDPAY AA's total liability towards you in respect of any and all events, actions or omissions that occurred in any given month shall not exceed the total fees paid by you to CARDPAY AA under the Company Agreement (exclusive of interchange fees, assessments, and any other fees incurred on behalf and to the Warrant Agent during benefit of you or costs that are imposed by a Card Scheme or a third party in connection with your payment processing) in the twelve (12) months immediately month directly preceding the event month in which such events, actions or omissions occurred. 8.4 Under no circumstances shall CARDPAY AA be liable to you for which recovery from the Warrant Agent is being sought; providedany special, thatconsequential or indirect loss/damages, such liability cap shall not apply in the case loss of the Warrant Agent’s own willful misconductbusiness, bad faith goodwill, data or fraud (which willful misconductloss of profit, bad faith revenue or fraud must be determined by a judgment of a court of competent jurisdiction anticipated savings whether direct or agreed pursuant to a settlement agreement between the parties)indirect, nor to any claims by Registered Holders of the Warrants which arise lost interest, or for punitive or exemplary damages arising out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything relating in any way to the contrary notwithstandingAgreement, in no event will the Warrant Agent be liable including but not limited to, damages arising out of proper placement of your name on any terminated merchant list for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits)reason, even if the Warrant Agent CARDPAY AA has been advised of the likelihood possibility of such loss damages. You further acknowledge and agree that such exclusion regarding any special, consequential or damages, and regardless of the form of action. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all indirect loss, liabilityloss of business, damagegoodwill or loss of profit whether direct or indirect, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable counsel fees and expenses of legal counsel), for anything done or omitted by the Warrant Agent in the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectlylost interest, or enforcing its rights hereunder, except for punitive or exemplary damages arising out of or relating in any way to the Agreement expressly does not include any amount owed by CARDPAY AA to a third party which is incurred as a result of any action or omission of you under the Warrant Agent’s gross negligenceAgreement. 8.5 Without prejudice to either Party's rights to terminate the Agreement, willful misconduct your sole remedy at law, in equity or bad faith otherwise in respect of any claim against us shall be limited to damages. 8.6 You acknowledge and agree that, given the nature of the Card Services, the availability to you of suitable alternative payment methods for your customers and your ability to choose other providers of services similar to the Card Services before entering into the Agreement, the limitations on liability contained in this Article VIII are reasonable in all of the circumstances and that the fees have been calculated taking into account such limitations (which gross negligence, willful misconduct or bad faith must would be determined by a judgment higher but for such limitations) and accordingly you have accepted the risk of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). The provisions of this Section 9.4 shall survive the expiration any losses which you may suffer because of the Warrants and limitations on our liability in this Article VIII. 8.7 Nothing in this Article VIII shall operate to exclude or restrict our liability for fraud or deceit or death or personal injury resulting from our negligence or as may otherwise be prescribed by applicable law. 8.8 No Party shall be liable for any failure to perform the termination obligations arising from the Agreement if such failure is caused by force majeure (any sudden event incapable of this being predicted on the day of signing the Agreement and the resignation, replacement or removal beyond control of the Warrant AgentParties, in particular strikes, natural disasters, governmental actions, riots, war, etc.), provided that no such force majeure event will excuse you from (i) complying with the Card Scheme Rules or (ii) paying the fees or any other amounts due to CARDPAY AA under the Agreement. The costs and expenses incurred In particular, CARDPAY AA shall not be liable for actions of third parties, including, in enforcing this right particular, issuers of indemnification the Cards, telecom service providers, whose actions shall be paid by treated as a force majeure for the Companypurpose of the Agreement.”

Indemnity/Liability. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). Notwithstanding anything in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement will be limited to three times the amount of annual fees paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought; provided, that, such liability cap shall not apply in the case of the Warrant Agent’s own willful misconduct, bad faith or fraud (which willful misconduct, bad faith or fraud must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties), nor to any claims by Registered Holders of the Warrants which arise out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything to the contrary notwithstanding, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. The Company a. NEWROADS agrees to indemnify the Warrant Agent indemnify, defend and save it hold COMPANY harmless from and against any and all lossclaims, liabilitysuits, damageactions, judgmentdebts, finedamages, penaltyinjuries, claimcosts, demandcharges, settlementand expenses, cost or expense (including, including without limitation, the limitation court costs and reasonable counsel fees and expenses of legal counselattorneys' fees), for anything done which Company may at any time incur by reason of (i) a material breach of this Agreement by NEWROADS or omitted (ii) NewRoads' gross negligence or an intentional or willful act of misconduct by the Warrant Agent in the executionNewRoads. b. COMPANY agrees to indemnify, acceptancedefend and hold NEWROADS harmless from and against any and all claims (including claims by third party providers engaged by COMPANY), administrationsuits, exercise actions, debts, damages, injuries, costs, charges, and performance of its duties under this Agreementexpenses, including the without limitation court costs and expenses reasonable attorneys fees, which NEWROADS may at any time incur arising from (i) use or consumption of defending against any claim the Merchandise, including without limitation use or consumption of liability arising therefrom, directly Merchandise that contains or indirectlyis claimed to contain a defect, or enforcing its rights hereunder, except as (ii) a result material breach of the Warrant Agent’s gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined this Agreement by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). COMPANY. c. The indemnification provisions of this Section 9.4 apply only to claims made against either party hereto by any third party and not to any claims made by either party hereto against the other. A party hereto seeking indemnity hereunder is referred to as the "Indemnified Party" and the other party to which indemnity is sought hereunder is referred to herein as the "Indemnifying Party". An Indemnified Party under this Agreement shall survive with respect to Claims asserted against such party by any third party, give written notice to the expiration Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within 60 Business Days, of the Warrants receipt of any written claim from any such third party, but not later than 20 days prior to the date any answer or responsive pleading is due or five Business Days after notice of the action, whichever is later, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least 15 days prior to the time when an answer or other responsive pleading or notice with respect thereto is required or 10 days after notice, whichever is later. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party's approval of such counsel, which approval shall not be unreasonably withheld) and shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party which consent shall not be unreasonably withheld. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the termination Indemnifying Party will not be responsible for the fees of this Agreement separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties and representation of both parties by the same counsel would be inappropriate. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, take over the defense of and proceed to handle such claim in its discretion and the resignation, replacement Indemnifying Party shall be bound by any defense or removal of settlement that the Warrant AgentIndemnified Party may make in good faith with respect to such claim. The costs parties agree to cooperate in defending such third party claims and expenses incurred the Indemnified Party shall provide such cooperation and such access to its books, records and properties as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in enforcing this right order to ensure the proper and adequate defense thereof with regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the CompanyIndemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five Business Days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of a non-appealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim, provided that if a judgment or settlement provides that payments may be made in installments, that the indemnification payments required -to be made hereunder in connection therewith shall be payab1e in a like manner. Notwithstanding the foregoing, providing that there is no dispute as to the applicability of indemnification, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such expenses are a liability of The Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.” d. Notwithstanding any other provision of this Agreement, neither party shall be liable to the other for any other special, incidental, punitive or consequential damages of any nature whatsoever, even if that party has been previously notified of the possibility of such damages. Any successful claim for actual damages against either Party shall be limited to the amounts billed under this agreement.

Indemnity/Liability. The Warrant Agent Should it occur that the application for European Commission recognition within the Erasmus Mundus Joint Master Degree scheme is unsuccessful, no Full Partner shall in any case be held responsible to any other Full Partner for any damage caused thereby. Each Full Partner generally undertakes to perform its scope of work relating to the Agreement, at its own risk and under its own sole liability and shall bear all consequences in compliance with the provisions hereunder. Each Full Partner shall indemnify the other Full Partners and their employees, agents and contractors against any and all expenses, liabilities, losses, claims, damages, costs, litigation attorney fees (including legal costs) and proceedings, arising from complaints about modules or the ISLANDS Master Degree programme as a whole, or any other complaint of professional negligence arising in connection with the performance of this Agreement, provided that the same shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). Notwithstanding anything in this Agreement due to the contrary, any liability gross negligence or deliberate omission or wilful misconduct of the Warrant Agent under this Agreement will be limited to three times first Full Partner, its employees, agents or contractors. Each Full Partner shall release the amount of annual fees paid by the Company other Full Partners from all civil liability arising from loss, damage or cost, liability, litigation, expenses, injury to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought; provided, that, such liability cap shall not apply person or injury resulting in the case death or as a result of the Warrant Agent’s own willful misconductits performance of this Agreement, bad faith unless such loss, damage or fraud (which willful misconductcost, bad faith liability, litigation, expenses, injury to the person or fraud must be determined by a judgment of a court of competent jurisdiction injury resulting in death is due to gross negligence or agreed pursuant to a settlement agreement between deliberate omission or wrongful act on the parties), nor to any claims by Registered Holders part of the Warrants which arise out of the gross negligence, willful misconduct, bad faith other Full Partner or fraud of the Warrant Agentits staff. Anything No Full Partner shall be responsible to the contrary notwithstanding, in no event will the Warrant Agent be liable another for special, punitive, indirect, incidental indirect or consequential loss or damages such as but not limited to loss of any kind whatsoever (includingprofit, without limitationloss of revenue, lost profits)or loss of funding, even if provided that the Warrant Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. The Company agrees foregoing shall not apply to indemnify the Warrant Agent and save it harmless against any and all loss, liabilityinjury, damage, judgment, fine, penalty, or loss suffered by third parties. Each Full Partner in respect of any claim for which it will seek indemnity within the terms of the Agreement shall: ● as soon as reasonably practicable after becoming aware of the claim, demandprovide the other with reasonable details of it and thereafter provide the other in a timely manner with such information relating to the claim as may reasonably be requested from time to time by the other; ● not make, settlementand use its reasonable endeavours to procure that there is not made, cost any admission of liability, except with the prior written consent of the other, such consent not to be unreasonably withheld or expense (includingdelayed; ● keep the other reasonably informed of all material developments relating to, without limitationand regularly informed of the progress of, the claim; ● use its reasonable counsel fees endeavours to procure that the handling of the claim, including without limitation any resistance of or defence to it, is carried out and expenses of legal counsel), for anything done or omitted conducted in all material respects in accordance with such reasonable written directions as may be given by the Warrant Agent other; and ● not settle or compromise the claim, and procure that the claim is not settled or compromised, except with the prior written consent of the other, which consent shall not be unreasonable, withheld or delayed. With respect to defaults and/or difficulties in the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including obligations that may give rise to a claim and/or to the costs and expenses application of defending against liquidated damages for default or delay, the Full Partners agree to inform each other of foreseeable delays and/or failures in the performance of their works, so that any claim of liability arising therefrom, directly or indirectlyaction likely to mitigate the expected delay and/or failure, or enforcing its rights hereunderof avoiding the application of liquidated damages or any other indemnity, except as a result of the Warrant Agent’s gross negligenceherein provided, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must may be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). The provisions of this Section 9.4 shall survive the expiration of the Warrants and the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companytaken forthwith.”

Indemnity/Liability. The Warrant Agent 10.1. Buyer shall be liable hereunder only for indemnify and hold harmless Seller, its own gross negligenceparents, willful misconduct or bad faith subsidiaries and affiliates, and their respective directors, officers, employees and agents (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). Notwithstanding anything in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement will be limited to three times the amount of annual fees paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought; provided, that, such liability cap shall not apply in the case of the Warrant Agent’s own willful misconduct, bad faith or fraud (which willful misconduct, bad faith or fraud must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the partieseach an “Indemnified Party”), nor to any claims by Registered Holders of the Warrants which arise out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything to the contrary notwithstanding, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damages, from and regardless of the form of action. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all lossactions, liabilitysuits, damageproceedings, judgmentclaims, finedemands and the like made against an Indemnified Party by a third party (including an authority or government body) arising out of or in connection with any liabilities, penaltylosses, claimdamages, demanddeath or personal injuries suffered by a third party and resulting by reason of (i) the storage, settlementdistribution or sale of the Products by Buyer or its Sales Intermediaries under or pursuant to these Terms and Conditions, cost or (ii) any alleged or actual breach by Buyer or its auxiliaries of any provision of these Terms and Conditions, including Section 8.4 and Section 13 (Standard of Conduct), and shall reimburse the Indemnified Party for any expense and prejudice incurred. ▇▇▇▇▇ shall also indemnify and hold harmless any Indemnified Party from and against any and all actions, suits, proceedings, claims, demands and the like made against an Indemnified Party by any Sales Intermediaries (includingor their respective affiliates, without limitationemployees or agents) and shall reimburse the Indemnified Party for any expense and prejudice incurred. Such obligations do not require the showing of a fault or negligent acting by ▇▇▇▇▇ (or its Sales Intermediaries, employees or agents). 10.2. Seller shall have the full right and power (but not the obligation) to undertake, conduct and control, through appropriate counsel of its own choosing, the reasonable counsel settlement or defense of any matter that implicates the present Section 10 and shall be indemnified for the fees and expenses of legal counsel)counsel retained for such purpose, for anything done any judgment or omitted by the Warrant Agent settlement amount and any other costs associated thereto; provided, however that Seller proceeds in the executiongood faith, acceptance, administration, exercise expeditiously and performance of its duties under this Agreement, including the costs diligently. 10.3. Each Party agrees and expenses of defending against acknowledges that any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder, except as a result breach of the Warrant Agent’s gross negligenceterms of Section 14 (Trademark) or Section 15.3 (Confidentiality) of these Terms and Conditions causes immediate and irreparable damage to Seller. 10.4. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BY THESE TERMS AND CONDITIONS, willful misconduct or bad faith (which gross negligenceSELLER SHALL BE LIABLE ONLY FOR DIRECT DAMAGE AND ANY LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED BY BUYER OR ITS EMPLOYEES, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties)AGENTS AND SALES INTERMEDIARIES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, MARKET SHARE OR GOODWILL, GENERAL OR SPECIFIC, OF WHATEVER NATURE, IS EXPRESSLY EXCLUDED. The provisions of this Section 9.4 shall survive the expiration of the Warrants and the termination of this Agreement and the resignationSELLER IS NOT LIABLE FOR ANY DAMAGE RESULTING FROM THE ACTS OR OMISSIONS OF ITS EMPLOYEES, replacement or removal of the Warrant Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the CompanyCONTRACTORS OR AGENTS.”