Common use of Limitations of Liability Indemnification Clause in Contracts

Limitations of Liability Indemnification. Custodian shall not be liable for any costs, expenses, damages, liability or claims, including reasonable fees of counsel (collectively, “Losses”), resulting from its action or inaction in connection with this Custodial Undertaking, including Losses which are incurred by reason of any action or inaction by the Book-Entry System, any Clearing Corporation or Trust Receipt Issuer, or their successors or nominees, except for those Losses arising out of(i) Custodian’s negligence, bad faith or willful misconduct, or (ii) the material breach by Custodian of any provisions of this Custodial Undertaking. Under no circumstances shall Custodian be liable to Buyer, Seller or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Custodial Undertaking. Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel and shall not be deemed to be negligent or have engaged in willful misconduct in any action taken or omitted by Custodian in good faith in conformity with such advice or opinion. Buyer and Seller agree, jointly and severally, to indemnify Custodian and to hold it harmless against any and all Losses (including claims by Buyer or Seller) which are sustained by Custodian as a result of Custodian’s action or inaction in connection with this Custodial Undertaking, except as provided above. It is expressly understood and agreed that Custodian’s right to indemnification hereunder shall be enforceable against Buyer and Seller directly, without any obligation to first proceed against any third party for whom they may act, and irrespective of any rights or recourse that Buyer or Seller may have against any such third party. This indemnity shall be a continuing obligation of Buyer and Seller notwithstanding the termination of any Transactions or of this Custodial Undertaking.

Limitations of Liability Indemnification. Custodian shall not be liable for any costs, expenses, damages, liability or claims, including reasonable fees of counsel (collectively, “"Losses”"), resulting from its action or inaction in connection with this Custodial Undertaking, including Losses which are incurred by reason of any action or inaction by the Book-Entry System, any Clearing Corporation or Trust Receipt Issuer, or their successors or nominees, except for those Losses arising out of(iof (i) Custodian’s 's negligence, bad faith or willful misconduct, or (ii) the material breach by Custodian of any provisions of this Custodial Undertaking. Under no circumstances shall Custodian be liable to Buyer, Seller or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Custodial Undertaking. Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel counsel, and shall not be deemed fully protected with respect to be negligent or have engaged in willful misconduct in any action taken anything done or omitted by Custodian it in good faith in conformity with such advice or opinion. Buyer and Seller agree, jointly and severally, to indemnify Custodian and to hold it harmless against any and all Losses (including claims by Buyer or Seller) which are sustained by Custodian as a result of Custodian’s 's action or inaction in connection with this Custodial Undertaking, except as provided above. It is expressly understood and agreed that Custodian’s 's right to indemnification hereunder shall be enforceable against Buyer and Seller directly, without any obligation to first proceed against any third party for whom they may act, and irrespective of any rights or recourse that Buyer or Seller may have against any such third party. This indemnity shall be a continuing obligation of Buyer and Seller notwithstanding the termination of any Transactions or of this Custodial Undertaking.

Limitations of Liability Indemnification. Custodian shall not be liable for any costs, expenses, damages, liability or claims, including reasonable fees of counsel (collectively, “Losses”), resulting from its action or inaction in connection with this Custodial Undertaking, including Losses which are incurred by reason of any action or inaction by the Book-Entry System, any Clearing Corporation or Trust Receipt Issuer, or their successors or nominees, except for those Losses arising out of(i) of Custodian’s negligence, bad faith or willful misconduct, or (ii) the material breach by Custodian of any provisions of this Custodial Undertaking. Under In no circumstances event shall Custodian be liable to Buyer, Seller or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Custodial Undertaking. Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel counsel, and shall not be deemed fully protected with respect to be negligent or have engaged in willful misconduct in any action taken anything done or omitted by Custodian it in good faith in conformity with such reasonable advice or opinion. Buyer and Seller agree, jointly and severally, to indemnify Custodian and to hold it harmless against any and all Losses (including claims by Buyer or Seller) which are sustained by Custodian as a result of Custodian’s action or inaction in connection with this Custodial Undertaking, except as provided abovefor those Losses arising out of Custodian’s negligence, bad faith or willful misconduct. It is expressly understood and agreed that Custodian’s right to indemnification hereunder shall be enforceable against Buyer and Seller directly, without any obligation to first proceed against any third party for whom they may act, and irrespective of any rights or recourse that Buyer or Seller may have against any such third party. This indemnity shall be a continuing obligation of Buyer and Seller notwithstanding the termination of any Transactions or of this Custodial Undertaking.