Common use of Application of Indemnities Clause in Contracts

Application of Indemnities. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED HEREIN, ANY INDEMNITY GRANTED TO A PARTY IS GIVEN REGARDLESS OF CAUSE INCLUDING WHO MAY BE AT FAULT OR OTHERWISE RESPONSIBLE UNDER ANY CONTRACT, STATUTE, RULE, OR THEORY OF LAW, AND INCLUDING WITHOUT LIMITATION, THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE OF ANY INDEMNITEE, WHETHER ACTIVE OR PASSIVE, STRICT LIABILITY (INCLUDING UNSEAWORTHINESS), LATENT, PATENT, OR PRE-EXISTING DEFECTS OR CONDITIONS, AND EVEN THOUGH THE INDEMNITOR MAY BE PROTECTED FROM DIRECT SUIT BY STATE WORKERS COMPENSATION LAWS OR THE LONG SHORE AND HARBOR WORKERS’ COMPENSATION ACT OF THE UNITED STATES OR ANY OTHER WORKERS’ COMPENSATION LAWS, AND INCLUDING ANY CLAIMS ARISING OUT OF INGRESS, EGRESS, LOADING AND UNLOADING OF PERSONNEL OR CARGO. PROVIDED THAT, NO INDEMNIFYING PARTY UNDER THIS EXHIBIT SHALL BE LIABLE TO AN INDEMNIFIED PARTY TO THE EXTENT OF CLAIMS CAUSED SOLELY BY THE INDEMNIFIED PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE INDEMNITIES CONTAINED HEREIN SHALL ONLY APPLY WITH RESPECT TO CLAIMS ARISING OUT OF THIS EXHIBIT. BOTH PARTIES ACKNOWLEDGE THAT THIS STATEMENT IS CONSPICUOUS AND AFFORDS FAIR AND ADEQUATE NOTICE.

Application of Indemnities. In those matters in which a Party is required by this Agreement to RELEASE, DEFEND, PROTECT, INDEMNIFY, and HOLD HARMLESS the other Party and/or its Affiliates, SUCH OBLIGATIONS SHALL, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED HEREINOTHERWISE IN THE AGREEMENT, ANY INDEMNITY GRANTED APPLY TO A PARTY IS GIVEN INDEMNITOR REGARDLESS OF THE CAUSE INCLUDING OR REASON, OR WHO MAY BE AT FAULT OR OTHERWISE RESPONSIBLE UNDER ANY CONTRACT, STATUTE, RULE, OR THEORY OF LAW, INCLUDING THE STRICT LIABILITY AND INCLUDING WITHOUT LIMITATION, THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE OF ANY INDEMNITEE, WHETHER ACTIVE OR PASSIVE, STRICT LIABILITY (INCLUDING UNSEAWORTHINESS), AND ANY LATENT, PATENT, OR PRE-EXISTING DEFECTS OR CONDITIONS, OR THE UNROADWORTHINESS OF ANY HYDROGEN FUEL CELL POWERED VEHICLE, AND EVEN THOUGH THE INDEMNITOR MAY BE PROTECTED FROM DIRECT SUIT BY STATE WORKERS COMPENSATION LAWS OR THE LONG SHORE AND HARBOR WORKERS’ COMPENSATION ACT OF THE UNITED STATES LAWS OR ANY OTHER WORKERS’ COMPENSATION LAWS; PROVIDED, AND INCLUDING ANY CLAIMS ARISING OUT OF INGRESSHOWEVER, EGRESS, LOADING AND UNLOADING OF PERSONNEL OR CARGO. PROVIDED THAT, THAT NO INDEMNIFYING PARTY INDEMNITOR UNDER THIS EXHIBIT THE AGREEMENT SHALL BE LIABLE TO AN INDEMNIFIED PARTY INDEMNITEE TO THE EXTENT OF SUCH CLAIMS ARE CAUSED SOLELY BY THE INDEMNIFIED PARTYSUCH INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. EXCEPT FOR INSTANCES OF A PARTY’S OR ITS AGENT’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, REGARDLESS OF THE INDEMNITIES CONTAINED HEREIN FORM OF CLAIMS OR CAUSE OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, NEITHER PARTY SHALL ONLY APPLY WITH RESPECT BE LIABLE UNDER OR RELATING TO CLAIMS THIS AGREEMENT FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM OR ARISING OUT OF THIS EXHIBITAGREEMENT, REGARDLESS OF HOW SUCH DAMAGES ARE CAUSED, INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE OF EITHER PARTY, AND EACH PARTY HEREBY WAIVES SUCH DAMAGES AND RELEASES THE OTHER PARTY FROM SUCH DAMAGES. BOTH PARTIES ACKNOWLEDGE THAT THIS STATEMENT IS CONSPICUOUS AND AFFORDS FAIR AND ADEQUATE NOTICE5.4.

Application of Indemnities. 9.10.1 EXCEPT AND TO THE EXTENT EXPRESSLY OTHERWISE EXPRESSLY PROVIDED HEREIN, ANY INDEMNITY GRANTED TO A PARTY IS GIVEN REGARDLESS OF CAUSE INCLUDING WHO MAY BE AT FAULT OR OTHERWISE RESPONSIBLE UNDER ANY IN THIS CONTRACT, STATUTETHE PARTIES INTEND AND AGREE THAT THE PHRASES "BE RESPONSIBLE FOR" AND/OR "HOLD HARMLESS" AND/OR "INDEMNIFY" IN THIS CONTRACT MEAN THAT THE INDEMNIFYING PARTY SHALL RELEASE, RULEINDEMNIFY, HOLD HARMLESS AND DEFEND (INCLUDING PAYMENT OF REASONABLE ATTORNEY'S FEES AND COSTS OF LITIGATION) THE INDEMNIFIED PARTY FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, JUDGMENTS AND AWARDS OF ANY KIND OR THEORY OF LAWCHARACTER, WITHOUT LIMIT (EXCEPT AS SPECIFICALLY LIMITED IN THIS CONTRACT) AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF, INCLUDING WITHOUT LIMITATIONPRE-EXISTING CONDITIONS, WHETHER SUCH CONDITIONS BE PATENT OR LATENT, THE UNSEAWORTHINESS OF ANY VESSEL OR VESSELS, BREACH OF REPRESENTATION OR WARRANTY (EXPRESSED OR IMPLIED), STRICT LIABILITY, TORT, BREACH OF CONTRACT OR THE NEGLIGENCE TO ANY DEGREE OF ANY PERSON OR PERSONS, INCLUDING THAT OF THE INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINTJOINT OR CONCURRENT, OR CONCURRENT NEGLIGENCE OF ANY INDEMNITEE, WHETHER ACTIVE OR PASSIVE, STRICT LIABILITY (INCLUDING UNSEAWORTHINESS), LATENT, PATENT, OR PRE-EXISTING DEFECTS OR CONDITIONS, AND EVEN THOUGH THE INDEMNITOR MAY BE PROTECTED FROM DIRECT SUIT BY STATE WORKERS COMPENSATION LAWS OR THE LONG SHORE AND HARBOR WORKERS’ COMPENSATION ACT OF THE UNITED STATES OR ANY OTHER WORKERS’ COMPENSATION LAWS, THEORY OF LEGAL LIABILITY. A PARTY'S OBLIGATION TO INDEMNIFY AND INCLUDING ANY CLAIMS ARISING OUT OF INGRESS, EGRESS, LOADING AND UNLOADING OF PERSONNEL OR CARGO. PROVIDED THAT, NO INDEMNIFYING HOLD THE OTHER PARTY UNDER HARMLESS PURSUANT TO THIS EXHIBIT CONTRACT SHALL BE LIABLE TO AN INDEMNIFIED PARTY NOT APPLY TO THE EXTENT SUCH OBLIGATION RELATES TO A LOSS OR LIABILITY RESULTING FROM THE WILLFUL MISCONDUCT OF CLAIMS CAUSED SOLELY BY THE PARTY WITH THE RIGHT TO BE INDEMNIFIED PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE INDEMNITIES CONTAINED HEREIN SHALL ONLY APPLY WITH RESPECT TO CLAIMS ARISING OUT OF THIS EXHIBIT. BOTH PARTIES ACKNOWLEDGE THAT THIS STATEMENT IS CONSPICUOUS AND AFFORDS FAIR AND ADEQUATE NOTICEHELD HARMLESS.

Application of Indemnities. THE PHRASE “REGARDLESS OF FAULT” SHALL, EXCEPT TO THE EXTENT AS OTHERWISE EXPRESSLY PROVIDED HEREINAND EXCLUDING GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF THE INDEMNITEE OR RELEASEE, ANY INDEMNITY GRANTED TO A PARTY IS GIVEN REGARDLESS MEAN THAT SUCH EXCLUSIONS OF CAUSE INCLUDING WHO MAY BE AT FAULT OR OTHERWISE RESPONSIBLE UNDER ANY CONTRACTLIABILITY AND RELEASES, STATUTE, RULE, OR THEORY OF LAWDEFENSE OBLIGATIONS, AND INCLUDING INDEMNITIES HEREIN SHALL APPLY TO SUCH CLAIMS AND ANY LOSS, DAMAGE, EXPENSE, INJURY, ILLNESS OR DEATH WITHOUT REGARD TO THE CAUSE(S) THEREOF INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY, ULTRAHAZARDOUS ACTIVITY, DEFECT OR “RUIN” OR OTHER CONDITION OF PREMISES, INCLUDING ANY CONDITIONS THAT PRE-EXIST THE SOLEEXECUTION OF THIS AGREEMENT, JOINT, OR THE SOLE OR CONCURRENT NEGLIGENCE OF ANY INDEMNITEE, WHETHER (ACTIVE OR PASSIVE, STRICT LIABILITY (INCLUDING UNSEAWORTHINESS), LATENT, PATENT, ) OR PRE-EXISTING DEFECTS OR CONDITIONSOTHER FAULT OF THE INDEMNITEES AND RELEASEES, AND EVEN THOUGH THE INDEMNITOR MAY BE PROTECTED FROM DIRECT SUIT BY STATE WORKERS COMPENSATION LAWS OR THE LONG SHORE AND HARBOR WORKERS’ COMPENSATION ACT OF THE UNITED STATES OR ANY OTHER WORKERS’ COMPENSATION LAWS, AND INCLUDING ANY CLAIMS ARISING OUT OF INGRESS, EGRESS, LOADING AND UNLOADING OF PERSONNEL OR CARGO. PROVIDED THAT, NO INDEMNIFYING PARTY UNDER THIS EXHIBIT SHALL BE LIABLE EXTEND TO AN INDEMNIFIED PARTY TO THE EXTENT OF CLAIMS CAUSED SOLELY LIABILITY ASSUMED BY THE INDEMNIFIED PARTY’S GROSS NEGLIGENCE INDEMNITEE UNDER INDEMNITY PROVISIONS OF CONTRACTS WITH THIRD PARTIES. HOWEVER, IN THE EVENT CONTRACTOR BREACHES ANY OF ITS REPRESENTATIONS OR WILLFUL MISCONDUCT. THE INDEMNITIES CONTAINED HEREIN WARRANTIES, CONTRACTOR SHALL ONLY APPLY WITH RESPECT NOT BE ENTITLED TO CLAIMS ARISING OUT OF THIS EXHIBIT. BOTH PARTIES ACKNOWLEDGE THAT THIS STATEMENT IS CONSPICUOUS AND AFFORDS FAIR AND ADEQUATE NOTICEOBTAIN DEFENSE OR INDEMNITY FROM CITY.