Common use of TO THE FULLEST EXTENT PERMITTED Clause in Contracts

TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE LAW, SERVICE PROVIDER AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD ASSOCIATION, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FROM AND AGAINST ALL CLAIMS, DEMANDS, CAUSES OF ACTION, SUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, OR DAMAGES, INCLUDING ALL COSTS, EXPENSES AND ATTORNEYS' FEES THEREOF, OF ANY NATURE, KIND OR DESCRIPTION, RESULTING FROM THE PERFORMANCE OF ITS DUTIES UNDER THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, PERSONNEL FURNISHED BY SERVICE PROVIDER OR ITS SUPPLIERS AND SUB AGREEMENTS OF ANY TIER ON ACCOUNT OF BODILY INJURY, DEATH OR DAMAGE TO OR LOSS OF PROPERTY IN ANY WAY OCCURRING, INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH THE WORK PERFORMED OR TO BE PERFORMED BY SERVICE PROVIDER HEREUNDER OR OCCURRING, INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH THE PRESENCE OF SERVICE, ITS PERSONNEL, AGENTS, SUPPLIERS AND SUB AGREEMENTS (AND THEIR RESPECTIVE PERSONNEL) IN THE ASSOCIATION, ALL (1) REGARDLESS OF WHETHER OR NOT ASSOCIATION, ITS DIRECTORS OR AGENTS ARE NEGLIGENT IN WHOLE OR IN PART, AND EVEN WHEN CAUSED BY THE JOINT, CONCURRENT OR SOLE FAULT OR NEGLECT OF ASSOCIATION, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, AND (2) REGARDLESS OF WHETHER OR NOT SERVICE PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS ARE NEGLIGENT IN WHOLE OR IN PART AND WHEN CAUSED BY THE JOINT, CONCURRENT OR SOLE FAULT OR NEGLECT OF SERVICE PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS.

TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE LAWLAW AND EXCEPT AS PROVIDED BY BELOW, SERVICE PROVIDER CHAMBER XXXXXX AGREES TO PROTECTINDEMNIFY, DEFEND, INDEMNIFY HOLD HARMLESS AND HOLD ASSOCIATIONDEFEND THE CITY, ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES AND AGENTS HARMLESS (COLLECTIVELY THE CITY INDEMNITEES) FROM AND AGAINST ALL CLAIMS, DEMANDS, CAUSES OF ACTION, SUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, OR DAMAGES, INCLUDING ALL COSTS, EXPENSES LOSSES AND ATTORNEYS' FEES THEREOF, OF ANY NATURE, KIND OR DESCRIPTION, RESULTING FROM THE PERFORMANCE OF ITS DUTIES UNDER THE TERMS OF THIS AGREEMENTEXPENSES, INCLUDING BUT NOT LIMITED TO, PERSONNEL FURNISHED BY SERVICE PROVIDER ATTORNEYS’ FEES, ARISING OUT OF OR ITS SUPPLIERS AND SUB AGREEMENTS RESULTING FROM BODILY INJURY OR DEATH OF ANY TIER ON ACCOUNT OF BODILY INJURYA PERSON OR PROPERTY DAMAGE, DEATH OR DAMAGE TO OR INCLUDING THE LOSS OF PROPERTY USE OF PROPERTY, ARISING OR ALLEGED TO ARISE OUT OF OR IN ANY WAY OCCURRING, INCIDENT TO, ARISING OUT OFRELATED TO THIS AGREEMENT OR THE CHAMBER AND IT’S SUB-CONTRACTOR’S USE OF THE LEASED PREMISES OR OTHER ACTIVITIES OF THE CHAMBER UNDER THIS LEASE AGREEMENT, OR IN CONNECTION WITH DUE TO THE WORK PERFORMED OR TO BE PERFORMED BY SERVICE PROVIDER HEREUNDER OR OCCURRINGVIOLATION OF ANY ORDINANCE, INCIDENT TOREGULATION, ARISING OUT OFSTATUTE, OR IN CONNECTION WITH OTHER LEGAL REQUIREMENT BY CHAMBER, IT’S SUB-CONTRACTORS, OR ANY OF THEIR AGENTS AND EMPLOYEES, BUT ONLY TO THE PRESENCE OF SERVICE, ITS PERSONNEL, AGENTS, SUPPLIERS AND SUB AGREEMENTS (AND THEIR RESPECTIVE PERSONNEL) IN THE ASSOCIATION, ALL (1) REGARDLESS OF WHETHER OR NOT ASSOCIATION, ITS DIRECTORS OR AGENTS ARE NEGLIGENT IN WHOLE OR IN PART, AND EVEN WHEN EXTENT CAUSED BY THE JOINT, CONCURRENT OR SOLE FAULT OR NEGLECT OF ASSOCIATION, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, AND (2) REGARDLESS OF WHETHER OR NOT SERVICE PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS ARE NEGLIGENT IN WHOLE OR IN PART BY ANY INTENTIONAL OR NEGLIGENT ACT OR OMISSION OF THE CHAMBER, IT’S SUB- CONTRACTORS OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THE CHAMBER, IT’S SUB-CONTRACTORS OR ANYONE FOR WHOSE ACTS THE CHAMBER OR SUB-CONTRACTOR MAY BE LIABLE. INDEMNIFICATION FOR EMPLOYEE INJURY CLAIMS. WITHOUT LIMITING THE FOREGOING, AND WHEN TO THE FULLEST EXTENT PERMITTED BY LAW, CHAMBER HEREBY INDEMNIFIES AND HOLDS HARMLESS THE CITY INDEMNITEES FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES, ARISING OUT OF OR RESULTING FROM BODILY INJURY TO, OR SICKNESS, DISEASE OR DEATH OF, ANY EMPLOYEE, AGENT OR REPRESENTATIVE OF CHAMBER OR IT’S SUB-CONTRACTORS, REGARDLESS OF WHETHER SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY CITY INDEMNITEE, IT BEING THE EXPRESSED INTENT OF THE CHAMBER AND THE CITY THAT IN SUCH EVENT THE CHAMBER IS TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY INDEMNITEES FROM THE CONSEQUENCES OF THEIR OWN NEGLIGENCE, WHETHER IT IS OR IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE BODILY INJURY, SICKNESS, DISEASE OR DEATH OF CHAMBER’S EMPLOYEE OR THE EMPLOYEE OF ANY OF IT’S SUB-CONTRACTORS. WITH REGARD TO CLAIMS AGAINST ANY PARTY SEEKING INDEMNITY UNDER THIS AGREEMENT WHICH ARE MADE BY AN EMPLOYEE OF THE CHAMBER, IT’S SUB-CONTRACTOR OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THE CHAMBER, IT’S SUB-CONTRACTOR OR ANYONE FOR WHOSE ACTS THE CHAMBER MAY BE LIABLE, THE INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT SHALL NOT BE LIMITED BY ANY LIMITATION ON AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE BY OR FOR THE CHAMBER, IT’S SUBCONTRACTOR OR ANY OTHER EMPLOYER UNDER WORKERS COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER SIMILAR EMPLOYEE BENEFIT ACTS. THE CHAMBER’S LIABILITY INSURANCE REQUIRED UNDER THIS AGREEMENT SHALL FULLY COVER CHAMBER’S OBLIGATIONS UNDER THIS SECTION. IN ADDITION TO THE INDEMNIFICATION PROVIDED ABOVE, THE CHAMBER HEREBY INDEMNIFIES, AND HOLDS HARMLESS THE CITY INDEMNITEES FROM AND AGAINST ANY CLAIM, DAMAGE, LOSS, OR EXPENSE AND ATTORNEYS’ FEES ARISING OUT OF OR RELATING TO ANY CLAIM AGAINST THE CITY INDEMNITEES ASSERTING INFRINGEMENT OR ALLEGED INFRINGEMENT OF A PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT IN CONNECTION WITH THE USE OR DISTRIBUTION OF ANY AUDIO, VIDEO AND/OR WRITTEN MATERIAL CREATED BY OR THROUGH THE CHAMBER, IT’S SUBCONTRACTORS OR IT’S CONSULTANTS, EXCEPT TO THE EXTENT THE INFRINGEMENT IS CAUSED BY THE JOINTNEGLIGENT ACTS OR OMISSIONS OF THE CITY INDEMNITEES. IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR THE ADDITIONAL INSURED REQUIREMENTS UNDER THE INSURANCE REQUIRED BY THIS AGREEMENT, CONCURRENT SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE CONTRACTUAL OBLIGATIONS AND SHALL OPERATE TO AMEND THE OBLIGATIONS TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO MODIFIED, THE OBLIGATIONS SHALL CONTINUE IN FULL FORCE AND EFFECT. SHOULD ANY PROVISION OR SOLE FAULT ANY PART OF ANY PROVISION OF THIS AGREEMENT BE HELD INVALID, UNENFORCEABLE OR NEGLECT CONTRARY TO PUBLIC POLICY, LAW, STATUTE OR ORDINANCE, THEN THE REMAINDER OF SERVICE PROVIDERTHE PROVISION, ITS OFFICERSPARAGRAPH, DIRECTORS, EMPLOYEES THIS SECTION AND/ OR AGENTSTHIS AGREEMENT SHALL NOT BE AFFECTED THEREBY AND SHALL REMAIN VALID AND FULLY ENFORCEABLE.

TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE LAW, SERVICE PROVIDER AGREES TO PROTECT, LAW AND EXCEPT AS SPECIFIED OTHERWISE ELSEWHERE IN THE AGREEMENT: SUNOCO SHALL DEFEND, INDEMNIFY AND HOLD ASSOCIATIONHARMLESS MOTIVA, ITS MEMBERS, AFFILIATES AND SUBSIDIARY COMPANIES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, DIRECTORSEMPLOYEES, EMPLOYEES SUBCONTRACTORS, AND AGENTS HARMLESS FROM AND AGAINST ALL CLAIMSANY LOSS, DEMANDSDAMAGE, CAUSES CLAIM, SUIT, LIABILITY, FINE, PENALTY, JUDGMENT AND/OR EXPENSE (INCLUDING ATTORNEYS’ FEES AND OTHER COSTS OF ACTIONLITIGATION) (COLLECTIVELY “LIABILITY(IES)”), SUITS(A) ARISING FROM (I) INJURY, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, DISEASE OR DAMAGES, INCLUDING ALL COSTS, EXPENSES AND ATTORNEYS' FEES THEREOF, DEATH OF ANY NATUREPERSONS, KIND OR DESCRIPTION, RESULTING FROM THE PERFORMANCE OF ITS DUTIES UNDER THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, PERSONNEL FURNISHED BY SERVICE PROVIDER OR ITS SUPPLIERS AND SUB AGREEMENTS OF ANY TIER ON ACCOUNT OF BODILY INJURY, DEATH OR (II) DAMAGE TO OR LOSS OF ANY PROPERTY IN (INCLUDING BUT NOT LIMITED TO MOTIVA’S PORT XXXXXX REFINERY OR ANY WAY OCCURRING, INCIDENT TO, ARISING OUT OFCRUDE OIL), OR IN CONNECTION WITH (III) DISCHARGES OR SPILLS OR LEAKS OF CRUDE OIL, CAUSED BY OR RESULTING FROM THE WORK PERFORMED NEGLIGENT ACTS OR TO BE PERFORMED BY SERVICE PROVIDER HEREUNDER OMISSIONS OR OCCURRING, INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH THE PRESENCE WILLFUL MISCONDUCT OF SERVICESUNOCO, ITS PERSONNELEMPLOYEES, AGENTS, SUPPLIERS OR CONTRACTORS, IN SUNOCO’S PERFORMANCE OF THIS AGREEMENT; OR (B) ARISING OUT OF SUNOCO’S FAILURE, OR ITS EMPLOYEES’, AGENTS’, OR CONTRACTORS’ FAILURE TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE, OR LOCAL GOVERNMENTAL LAWS, REGULATIONS, AND SUB AGREEMENTS (RULES. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. MOTIVA SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS SUNOCO, ITS PARENT, AFFILIATES AND SUBSIDIARY COMPANIES AND THEIR RESPECTIVE PERSONNELDIRECTORS, OFFICERS, SUBCONTRACTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY LIABILITIES, (A) ARISING FROM (I) INJURY, DISEASE OR DEATH OF ANY PERSONS, (II) DAMAGE TO OR LOSS OF ANY PROPERTY (INCLUDING, BUT NOT LIMITED TO SUNOCO’S FACILITIES), OR (III) DISCHARGES OR SPILLS OR LEAKS OF CRUDE OIL, CAUSED BY OR RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF MOTIVA IN THE ASSOCIATIONPERFORMANCE OF THIS AGREEMENT; OR (B) ARISING OUT OF MOTIVA’S FAILURE TO COMPLY WITH ALL APPLICABLE FEDERAL, ALL (1) REGARDLESS OF WHETHER STATE, OR NOT ASSOCIATIONLOCAL GOVERNMENTAL LAWS, ITS DIRECTORS OR AGENTS ARE NEGLIGENT IN WHOLE OR IN PARTREGULATIONS, AND RULES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE LOSS, DAMAGE, OR EXPENSES (INCLUDING LOST PROFITS OR SAVINGS) EVEN WHEN CAUSED IF IT HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE. ANY CLAIM BY THE JOINT, CONCURRENT OR SOLE FAULT OR NEGLECT OF ASSOCIATION, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, AND EITHER PARTY FOR INDEMNIFICATION HEREUNDER MUST BE BROUGHT WITHIN TWO (2) REGARDLESS YEARS AFTER THE CAUSE OF WHETHER OR NOT SERVICE PROVIDERACTION AROSE. Sunoco or Motiva, ITS OFFICERSas soon as practicable after receiving notice of any claim for indemnification hereunder, DIRECTORSshall furnish to the other full particulars within its knowledge thereof and shall render all reasonable assistance requested by the other Party. Each shall have the right, EMPLOYEES OR AGENTS ARE NEGLIGENT IN WHOLE OR IN PART but not the duty to participate, at its own expense, with counsel of its own selection, in the defense and/or settlement thereof without relieving the other of any obligations hereunder. The Parties’ obligations under this Section shall survive any termination of the Agreement. The foregoing indemnities shall not limit the insurance coverage applicable to Sunoco or Motiva under this Agreement. THIS EXHIBIT HAS BEEN REDACTED AND WHEN CAUSED BY IS THE JOINT, CONCURRENT OR SOLE FAULT OR NEGLECT SUBJECT OF SERVICE PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTSA CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE LAW, SERVICE PROVIDER XXXXXX, ITS SUCCESSORS AND ASSIGNS, AGREES TO INDEMNIFY, PROTECT, DEFEND, INDEMNIFY DEFEND AND HOLD ASSOCIATIONHARMLESS LESSOR AND XXXXXX’S REPRESENTATIVES, ITS OFFICERSAGENTS, DIRECTORSSURFACE LESSEES, EMPLOYEES SUCCESSORS AND AGENTS HARMLESS ASSIGNS (COLLECTIVELY, “INDEMNITEES”) FOR, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDSLOSSES, DAMAGES, LIABILITIES, LIENS, FINES, PENALTIES, CAUSES OF ACTION, SUITS, CHARGES, JUDGMENTS, PENALTIESADMINISTRATIVE ORDERS, LIABILITIESREMEDIATION REQUIREMENTS, DEBTSENFORCEMENT ACTIONS OF ANY KIND, OR DAMAGESAND ALL COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND EXPENSES, INCLUDING ALL COSTS, ATTORNEY’S FEES AND EXPENSES AND ATTORNEYS' FEES THEREOF, INCURRED IN ENFORCING THIS INDEMNITY) OF ANY NATURE, KIND OR DESCRIPTIONDESCRIPTION OF ANY PERSON OR ENTITY, RESULTING BUT ONLY TO THE EXTENT CAUSED BY THE ACTIONS OF LESSEE IN UTILIZING THE SURFACE SITE LEASE, OR ANY ACT OR OMISSION OF LESSEE, ANY CONTRACTOR, SUBCONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM, OR ANYONE THAT THEY CONTROL OR EXERCISE CONTROL OVER (COLLECTIVELY, “LIABILITIES”), AND EXCLUDING SUCH LIABILITIES TO THE EXTENT THEY ARISE FROM OR ARE ATTRIBUTED TO THE PERFORMANCE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE. LESSOR SHALL PROMPTLY ADVISE LESSEE OF ANY ACTION, ADMINISTRATIVE OR LEGAL PROCEEDING OR INVESTIGATION TO WHICH THIS INDEMNIFICATION MAY APPLY, AND OF WHICH XXXXXX HAS RECEIVED NOTICE, AND LESSEE AT LESSEE’S EXPENSE, SHALL ASSUME ON BEHALF OF XXXXXX (AND THE OTHER INDEMNITEES) AND CONDUCT WITH DUE DILIGENCE AND IN GOOD FAITH THE DEFENSE THEREOF WITH COUNSEL REASONABLY SATISFACTORY TO LESSOR; PROVIDED, HOWEVER, THAT ANY INDEMNITEE SHALL HAVE THE RIGHT, AT ITS OPTION, TO BE REPRESENTED THEREIN BY COUNSEL OF ITS DUTIES UNDER THE TERMS OWN SELECTION AND AT ITS OWN EXPENSE. THIS INDEMNIFICATION OBLIGATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, PERSONNEL FURNISHED BY SERVICE PROVIDER OR ITS SUPPLIERS AND SUB AGREEMENTS OF ANY TIER ON ACCOUNT OF BODILY INJURY, DEATH OR DAMAGE TO OR LOSS OF PROPERTY IN ANY WAY OCCURRING, INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH THE WORK PERFORMED OR TO BE PERFORMED BY SERVICE PROVIDER HEREUNDER OR OCCURRING, INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH THE PRESENCE OF SERVICE, ITS PERSONNEL, AGENTS, SUPPLIERS AND SUB AGREEMENTS (AND THEIR RESPECTIVE PERSONNEL) IN THE ASSOCIATION, ALL (1) REGARDLESS OF WHETHER OR NOT ASSOCIATION, ITS DIRECTORS OR AGENTS ARE NEGLIGENT IN WHOLE OR IN PART, AND EVEN WHEN CAUSED BY THE JOINT, CONCURRENT OR SOLE FAULT OR NEGLECT OF ASSOCIATION, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, AND (2) REGARDLESS OF WHETHER OR NOT SERVICE PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS ARE NEGLIGENT IN WHOLE OR IN PART AND WHEN CAUSED BY THE JOINT, CONCURRENT OR SOLE FAULT OR NEGLECT OF SERVICE PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS.

TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE MANDATORY LAW, SERVICE PROVIDER AGREES TO PROTECT, DEFEND, INDEMNIFY THE LICENSOR HEREBY EXPRESSLY DISCLAIMS ANY AND HOLD ASSOCIATION, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FROM AND AGAINST ALL CLAIMS, DEMANDS, CAUSES LIABILITY ARISING OUT OF ACTION, SUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, OR DAMAGES, INCLUDING ALL COSTS, EXPENSES AND ATTORNEYS' FEES THEREOF, OF ANY NATURE, KIND IN CONNECTION WITH THIS AGREEMENT OR DESCRIPTION, RESULTING FROM FOR THE USE OR THE PERFORMANCE OF ITS DUTIES UNDER THE TERMS OF THIS AGREEMENT, LYNRED ATI FIRMWARE INCLUDING BUT NOT LIMITED TOTO ANY LIABILITY IN CONTRACT, PERSONNEL FURNISHED BY SERVICE PROVIDER TORT, OR ITS SUPPLIERS AND SUB AGREEMENTS OTHERWISE, WHATEVER THE CAUSE THEREOF, LIABILITY FOR ANY LOSS OF PROFIT, LOSS OF DATA, BUSINESS OR GOODWILL OR ANY DIRECT, INDIRECT, SPECIAL, MATERIAL, IMMATERIAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY TIER ON ACCOUNT OF BODILY INJURY, DEATH OR DAMAGE TO OR LOSS OF PROPERTY IN ANY WAY OCCURRING, INCIDENT TOKIND, ARISING OUT OFUNDER OR IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH CONTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING IN CASE OF CLAIM WITH RESPECT TO THIRD PARTY IP RIGHTS. IN NO EVENT THE LIABILITY OF LICENSOR, ITS LICENSORS’ OR THEIR RESPECTIVE DIRECTORS’, OFFICERS’ OR EMPLOYEES’, IN AGGREGATE FOR ALL CLAIMS MADE AGAINST LICENSOR IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE WORK PERFORMED OR SUBJECT MATTER OF THIS AGREEMENT INCLUDING CLAIM WITH RESPECT TO THIRD IP RIGHTS SHALL BE PERFORMED BY SERVICE PROVIDER HEREUNDER OR OCCURRING, INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH THE PRESENCE OF SERVICE, ITS PERSONNEL, AGENTS, SUPPLIERS AND SUB AGREEMENTS (AND THEIR RESPECTIVE PERSONNEL) IN THE ASSOCIATION, ALL GREATER THAN ONE (1) REGARDLESS OF WHETHER OR NOT ASSOCIATION, ITS DIRECTORS OR AGENTS EURO. LICENSEE AKNOWLEDGE THAT THESE LIMITATIONS ARE NEGLIGENT IN WHOLE OR IN PARTREASONABLE, AND EVEN WHEN CAUSED BY THE JOINTFURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY IN ANY CASE OF LIABILITY. The disclaimers, CONCURRENT OR SOLE FAULT OR NEGLECT OF ASSOCIATIONexclusions and limitations of liability set forth in this AGREEMENT form an essential basis of the bargain between the Parties, ITS OFFICERSand, DIRECTORSabsent any such disclaimers, EMPLOYEES OR AGENTSexclusions or limitations of liability, AND (2) REGARDLESS OF WHETHER OR NOT SERVICE PROVIDERthe provisions of this Agreement, ITS OFFICERSincluding, DIRECTORSwithout limitation, EMPLOYEES OR AGENTS ARE NEGLIGENT IN WHOLE OR IN PART AND WHEN CAUSED BY THE JOINTthe economic terms, CONCURRENT OR SOLE FAULT OR NEGLECT OF SERVICE PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTSwould be substantially different.