Common use of Indemnification and Limitation of Liability Clause in Contracts

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance.

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance.

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; , or (ii) defend such claim by legal counsel of XxxxxBuyer’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and Xxxxxx Seller accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that Xxxxxx Seller has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx Seller assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx Buyer shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx Seller assumes the defense of a claim, Seller shall not settle or compromise such claim without XxxxxBuyer’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance.

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that Xxxxxx has no claim or counterclaim against BuyerXxxxx, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance.

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claimclai m, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance.

Indemnification and Limitation of Liability. a. Seller SELLER shall defend, indemnify, at all times indemnify and hold harmless Buyer NSC, its agents and Buyer’s affiliatesemployees against all suits, agents, and customers from any and all damagesclaims, liabilities, claimsdamages, losses, suitscosts or other expenses, legal actionsincluding attorneys' fees, investigations, relating to injuries or damages alleged to have resulted from SELLER's negligence or any threat of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of defective Product supplied under this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except Agreement. SELLER will have no such obligation to the extent that the accident, injury, libel, any such injury or property damage is due solely and directly to Buyer’s NSC's negligence. Buyer may, NSC shall at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall times indemnify and hold Buyer harmless SELLER, its agents and employees against all suits, claims, liabilities, damages, losses, costs or other expenses, including attorneys' fees, relating to injuries or damages alleged to have resulted from NSC's negligence or NSC's handling or selling of any Product delivered to NSC by SELLER. NSC will have no such obligation to the extent that any such injury or damage is due solely and directly to SELLER's negligence. SELLER hereby agrees to indemnify NSC against and save it harmless from all liability, claims or demands made by any of SELLER's officers or employees (including former officers or employees) on account of or by reason of or growing out of the performance of this Agreement. NSC hereby agrees to indemnify SELLER against and against save it harmless from all liability, claims or demands made by any of NSC's officers or employees (including former officers or employees) on account of or by reason of or growing out of the performance of this Agreement. NSC shall not be liable to SELLER for any cancellation penalties, excluding ones resulting from cancellation of firm order Work In Process charges, or any other amounts to compensate SELLER for lost profits or opportunities, so long as NSC pays for accepted Products from SELLER at the prices, in quantities and under terms that are consistent with this Agreement. Except as otherwise specifically provided in this Agreement, neither PARTY shall be liable for any incidental or consequential damages arising out of said PARTY's performance or relating to such claim. If Buyer tenders the defense non-performance of a claim to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurancethis Agreement.

Indemnification and Limitation of Liability. a. Seller Xxxxxxxx shall defend, indemnify, defend and hold harmless Buyer and Buyer’s affiliates, agents, and customers Customer from any and all damages, liabilities, claims, losseslawsuits or liability, suitsincluding attorneys' fees and costs, legal actionsallegedly arising out of, investigationsin connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of Xxxxxxxx, its employees, agents, contractors, or any threat subcontractor as a result of the same, and Xxxxxxxx’x or any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Sellersubcontractor’s performance of pursuant to this AGREEMENT Agreement; however, Xxxxxxxx shall not be required to indemnify Customer for any claims or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except actions caused to the extent that of the accidentnegligence or wrongful act of Customer, injuryits employees, libelagents, or property damage contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is due solely contributed to by the actions or omissions of Customer, or its employees, agents or contractors, Xxxxxxxx’x obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. Notwithstanding the foregoing, the aggregate liability of Xxxxxxxx for any reason and directly upon any cause of action of claim, including, without limitation, Xxxxxxxx’x obligation to Buyer’s negligence. Buyer mayindemnify and hold harmless under this agreement, at its sole option: shall be limited to direct damages which shall not exceed (i) tender the amount of the fees paid for the portion of the System giving rise to such claim to Seller to defend using legal counsel acceptable to Buyerclaims in the aggregate, including, without limitation, breach of contract, breach of warranty, indemnity, negligence, strict liability, misrepresentations, and other torts; or (ii) defend such claim by legal counsel of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages claims arising out of or relating to such claim. If Buyer tenders under annual maintenance, the defense of a claim to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risksmaintenance fees paid for the term in which the claim arises. IN NO EVENT SHALL XXXXXXXX, and upon Buyer’s request shall supply certificates of insuranceITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE WHETHER IN CONTRACT OR IN TORT FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF, OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER XXXXXXXX HAS NOTICE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, 9.1 Indemnification of the Agent Parent and Exchangeco jointly and severally agree to indemnify and hold harmless Buyer the Agent and Buyer’s affiliateseach of its directors, agentsofficers and agents appointed and acting in accordance with this Agreement (collectively, and customers from any and the "Indemnified Parties") against all damages, liabilities, claims, losses, suitsdamages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Agent's legal actionscounsel) which, investigationswithout fraud, negligence, recklessness, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Agent's acceptance its appointment as Agent, its compliance with its duties set forth in this Agreement, or any threat written or oral instruction delivered to the Agent by Parent or Exchangeco pursuant hereto. In no case shall Parent or Exchangeco be liable under this indemnity for any claim against any of the sameIndemnified Parties unless Parent and Exchangeco shall be notified by the Agent of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and Exchangeco shall be entitled to participate at their own expense in the defence and, if Parent and Exchangeco so elect at any costs incurred time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Agent shall have the right to employ separate counsel in connection therewith, including any such suit and participate in the defence thereof but not limited to, attorney the fees and litigation expenses, arising out expenses of or related to Seller’s performance such counsel shall be at the expense of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole optionAgent unless: (i) tender the employment of such claim counsel has been authorized by Parent or Exchangeco, such authorization not to Seller be unreasonably withheld; (ii) the named parties to defend using legal any such suit include both the Agent and Parent or Exchangeco and the Agent shall have been advised by counsel acceptable to BuyerParent or Exchangeco that there may be one or more legal defences available to the Agent that are different from or in addition to those available to Parent or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Agent but shall be liable to pay the reasonable fees and expenses of counsel for the Agent); or (iiiii) defend such claim by Parent and/or Exchangeco shall not have retained legal counsel on behalf of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs the Agent within a reasonable amount of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out time after it has given them notice of or relating to such claim. If Buyer tenders the defense a written assertion of a claim to Seller or action against any indemnified party. Such indemnification shall survive the resignation and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all removal of the foregoing risks, Agent and upon Buyer’s request shall supply certificates termination of insurancethis agreement.

Indemnification and Limitation of Liability. a. Seller In no event shall defendthe Utility or the implementing contractor have any liability for claims of any kind, whether based on contract, tort (including negligence and strict liability), or otherwise, for any loss or damage sustained or incurred by any third party relating to this Agreement or the performance of services or participation by the participating contractor in the Residential Energy-Efficient Solar Thermal Program. The participating contractor hereby releases and discharges the Utility and the implementing contractor from all liability for such claims. The participating contractor shall, to the fullest extent permitted by law, assume all liability for and agree to indemnify, defend (at Utility’s option) and hold harmless Buyer the Utility and Buyer’s the implementing contractor and their respective affiliates, officers, directors, agents, servants, employees and customers representatives from and against any and all liabilities, losses, claims, damages, suit charges, costs, expenses (including attorney’s fees and costs) demands and causes of actions of every kind or character arising or alleged to have arisen out of any claims (just or unjust) for damages for personal injury including death to any employee or person, for damage or injury to property and from any and all resulting damages, liabilitiesexpenses, claims, losses, suits, legal actions, investigations, or any threat of the same, costs and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expensesfees, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from occurring incident to the performance of the Agreement and/or the acts or omissions of the participating contractor, its employees and/or subcontractors. Additionally, the participating contractor agrees to assume all liabilities or attorney’s fees and other costs incurred by the Utility arising out of the Utility’s efforts to enforce the provisions of this section. Where used in this section, the term “participating contractor” shall also include any accidentsubcontractor or any person, injuryfirm or entity directly or indirectly employed by or under contract with either participating contractor, libelsubcontractor, or property damage, including but not limited supplier to response or remedial action costs associated with damage to contractor. The indemnification obligations of the environment or to natural resources, by reason participating contractor provided for herein shall apply irrespective of any act partial or omission by Seller, its agents, employees, contributed negligence or subcontractors/suppliersalleged partial or contributed negligence of the Utility and or implementing contractor, except to the extent extent, if any, that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligenceprovisions of the Pennsylvania General Obligations Law requires otherwise. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel The participating contractor shall nevertheless remain liable hereunder on account of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense negligence of a claim to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim party other than the Utility and/or implementing contractor whether or not the Utility is subject to partially negligent. The indemnification hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all obligations of the foregoing risks, participating contractor provided for herein shall in all events survive performance of the other obligations of the participating contractor under the Agreement and upon Buyer’s request shall supply certificates survive termination of insurancethe Agreement for any reason. Tax Liability Incentives may be taxable as gross income to parties receiving incentives. The Utility or implementing contractor is not responsible for any taxes that may be imposed as a result of receiving incentives through this program.

Indemnification and Limitation of Liability. a. Seller The Sub-Adviser shall defend, indemnify, indemnify and hold harmless Buyer the Adviser from and Buyer’s affiliates, agents, and customers from against any and all damages, liabilities, claims, losses, suits, legal actions, investigations, liabilities or any threat damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with the performance of the sameSub-Adviser’s obligations under this Agreement; provided, and any costs incurred in connection therewithhowever, including but not limited to, attorney fees and litigation expenses, arising out of or related to Sellerthat the Sub-Adviser’s performance of obligation under this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except Paragraph 5 shall be reduced to the extent that the accident, injury, libelclaim against, or property the loss, liability or damage experienced by the Adviser, is due solely and caused by or is otherwise directly related to Buyerthe Adviser’s own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. Buyer mayNotwithstanding the foregoing, at its sole option: the Sub-Adviser shall not be subject to any liability to the Adviser for (i) tender such claim any loss arising out of any error of judgment, any investment or other act or omission in the course of, connected with, or arising out of any service to Seller be rendered under this Agreement, except by reason of willful misfeasance, fraud, bad faith or negligence in the performance or non-performance of the Sub-Adviser’s duties hereunder; by reason of reckless disregard by the Sub-Adviser of its duties hereunder; or any violation by the Sub-Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law; (ii) any loss arising from the Sub-Adviser’s adherence to defend using legal counsel acceptable to Buyerthe Board of Trustees of the Trust’s or Adviser’s written instructions; or (iiiii) defend such claim any act or failure to act by legal counsel the Custodian or any broker or dealer to which the Sub-Adviser in good faith and, with respect to a broker or dealer, in accordance with Section 1(c) directs transactions for the Assets. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurredany rights which the Adviser may have under U.S. securities laws. In either case Seller The Adviser shall indemnify and hold Buyer harmless the Sub-Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with the performance of the Adviser’s obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. Notwithstanding the foregoing, the Adviser shall not be subject to any liability to the Sub-Adviser for any loss arising out of any error of judgment, any investment or relating other act or omission in the course of, connected with, or arising out of any service to such claimbe rendered under this Agreement, except by reason of willful misfeasance, fraud, bad faith or negligence in the performance or non-performance of the Adviser’s duties hereunder; by reason of reckless disregard by the Adviser of its duties hereunder; or any violation by the Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law. If Buyer tenders the defense of a claim to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunderThe U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and that Xxxxxx has no claim therefore nothing herein shall in any way constitute a waiver or counterclaim against Buyer, all limitation of any rights which Seller shall be deemed to the Sub-Adviser may have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insuranceunder U.S. securities laws.

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, (a) Indemnification of the Trustee. US Co and US Co Sub jointly and severally agree to indemnify and hold harmless Buyer the Trustee and Buyer’s affiliateseach of its directors, agentsofficers, employees and customers from any agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all damages, liabilities, claims, losses, suitsdamages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal actionscounsel on a solicitor and his own client basis) which, investigationswithout fraud, negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any threat written or oral instructions delivered to the Trustee by US Co or US Co Sub pursuant hereto. In no case shall US Co or US Co Sub be liable under this indemnity for any claim against any of the sameIndemnified Parties unless US Co and US Co Sub shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii), below, US Co and US Co Sub shall be entitled to participate at their own expense in the defense and, if US Co or US Co Sub so elect at any costs incurred time after receipt of such notice, either of them may assume the defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in connection therewith, including any such suit and participate in the defense thereof but not limited to, attorney the fees and litigation expenses, arising out expenses of or related to Seller’s performance such counsel shall 91 - 24 - be at the expense of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole optionTrustee unless: (i) tender the employment of such claim counsel has been authorized by US Co or US Co Sub, such authorization not to Seller to defend using legal counsel acceptable to Buyerbe unreasonably withheld; or (ii) defend the named parties to any such claim suit include both the Trustee and US Co or US Co Sub and the Trustee shall have been advised by counsel acceptable to US Co or US Co Sub that there may be one or more legal counsel of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense as they defenses available to the Trustee that are incurred. In either case Seller shall indemnify and hold Buyer harmless different from and against all damages arising out of or relating in addition to such claim. If Buyer tenders the defense of a claim those available to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, US Co or US Co Sub and that Xxxxxx has no claim an actual or counterclaim against Buyer, all of potential conflict exists (in which Seller case US Co and US Co Sub shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall not have the right, at its option, right to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all suit on behalf of the foregoing risks, Trustee but shall be liable to pay the reasonable fees and upon Buyer’s request shall supply certificates expenses of insurancecounsel for the Trustee).

Indemnification and Limitation of Liability. a. Seller shall defend(a) Indemnification of the Trustee. Subject to paragraph 8 above, indemnifythe Vendors, Pubco and Westcor jointly and severally agree to indemnify and hold harmless Buyer and Buyer’s affiliatesthe Trustee, its partners, employees, agents, successors and customers from any and assigns (collectively, the "Indemnified Parties") against all damages, liabilities, claims, losses, suitsdamages, costs, penalties, and fines (including reasonable expenses of the legal actionscounsel on a solicitor-and-his-own-client basis) which, investigationswithout gross negligence or willful misconduct on the part of such Indemnified Party, may be paid, incurred or suffered by the indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any threat written or oral instructions delivered to the Trustee by the Vendors, Pubco or Westcor pursuant hereto. In no case shall either of the sameVendors, Pubco or Westcor be liable under this indemnity for any claim against any of the Indemnified Parties unless the Vendors, Pubco and Westcor shall be notified by the Trustee of the written assertion of a claim or of any costs incurred action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii), below, the Vendors, Pubco and Westcor shall be entitled to participate at their own expense in connection therewiththe defence and, including if the Vendors, Pubco or Westcor so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but not limited to, attorney the fees and litigation expenses, arising out expenses of or related to Seller’s performance such counsel shall be at the expense of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligence. Buyer may, at its sole optionTrustee unless: (i) tender the employment of such claim counsel has been authorized by the Vendors, Pubco or Westcor, such authorization not to Seller to defend using legal counsel acceptable to Buyerbe unreasonably withheld; or (ii) defend the named parties to any such claim suit include both the Trustee and at least one of the Vendors, Pubco or Westcor and the Trustee shall have been advised by counsel acceptable to the Vendors, Pubco or Westcor that there may be one or more legal counsel of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense as they defences available to the Trustee that are incurred. In either case Seller shall indemnify and hold Buyer harmless different from and against all damages arising out of or relating in addition to such claim. If Buyer tenders those available to the defense of a claim to Seller and Xxxxxx accepts such defenseVendors, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, Pubco or Westcor and that Xxxxxx has no claim an actual or counterclaim against Buyerpotential conflict exists (in which case the Vendors, all of which Seller Pubco and Westcor shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall not have the right, at its option, right to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all suit on behalf of the foregoing risks, Trustee but shall be liable to pay the reasonable fees and upon Buyer’s request shall supply certificates expenses of insurancecounsel for the Trustee).

Indemnification and Limitation of Liability. a. Seller shall defend, indemnify, The Agent agrees to indemnify the Custodian and to defend and hold the Custodian harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damageslosses, liabilitiescosts, damages and expenses (including reasonable legal fees) and liabilities for any claims, lossesdemands or actions (each referred to as a "Loss" or collectively as "Losses"), suitsincurred by the Custodian as a result of or in connection with this Agreement, legal actionswhere such Loss is directly and principally caused by the negligence, investigations, willful misconduct or any threat fraud of the sameAgent. Under no circumstance whatsoever will the Agent be liable to the Custodian for special, and any costs incurred in connection therewithincidental, including indirect or consequential losses or damages (including, but not limited to, attorney fees lost profits) even if advised of the possibility of such losses or damages. The Custodian agrees to indemnify the Agent and litigation expenses, arising out to defend and hold the Agent harmless from any and all Losses incurred by the Agent as a result of or related in connection with this Agreement, where such Losses is directly and principally caused by the negligence, willful misconduct or fraud of the Custodian. Under no circumstance whatsoever will the Custodian be liable to Seller’s performance of this AGREEMENT the Agent for special, incidental, indirect or any breach by Seller of this AGREEMENTconsequential losses or damages (including, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to, lost profits) even if advised of the possibility of such losses or damages. Promptly after receiving any notice of a claim, demand or action (each referred to response or remedial action costs associated with damage as a "Claim"), which may give rise to indemnification, the indemnified party will notify the indemnifying party in writing of the particulars thereof, provided that the omission to so notify the indemnifying party shall not relieve the indemnifying party of any liability which the indemnifying party may have to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, other indemnified party except and only to the extent that the accident, injury, libel, any such delay in or property damage is due solely and directly failure to Buyer’s negligence. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense give notice as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume herein required prejudices the defense of such claim Claim or results in any material increase in the liability which the indemnifying party has under this indemnify. The indemnifying party shall have thirty (30) days after receipt of the notice to undertake, conduct and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes control, through counsel of its own choosing and all its own expense, the settlement or defense of a claimthe Claim. The indemnified party will not, Seller shall not settle or compromise such claim without Xxxxx’s the prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all approval of the foregoing risksindemnifying party, and upon Buyer’s request shall supply certificates settle, compromise, consent to the entry of insuranceany judgment in or otherwise seek to terminate any Claim in respect of which indemnification may be sought hereunder.

Indemnification and Limitation of Liability. a. Seller shall defend8.1. HELLOSOFT INDEMNIFICATION HelloSoft agrees to defend or settle at HelloSoft's own expense and under HelloSoft's sole control any claim, indemnify, and hold harmless Buyer and Buyer’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, suit or any threat proceeding brought by a third party against Licensee or an Affiliate of the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except Licensee to the extent that such claim, suit or proceeding is based upon any claim of intellectual property infringement with respect to Licensed Technology, subject to the accidentlimitations herein. HelloSoft will be relieved of the foregoing obligations unless Licensee (i) notifies HelloSoft promptly in writing of such claim, injurysuit or proceeding, libeland (ii) gives HelloSoft information and assistance with respect to any such claim, suit or proceeding. HelloSoft will not enter into a settlement agreement without Licensee's prior written consent, which consent shall not be unreasonably withheld. If the Licensed Technology, or any part thereof, is finally adjudicated to be, or in HelloSoft's opinion may become, the subject of any claim, suit or proceeding for infringement of any patent, copyright, trade secret, or other intellectual property damage rights of a third party, or if the distribution or use of the Licensed Product, or any part thereof, is due solely and directly to Buyer’s negligence. Buyer mayenjoined, then HelloSoft will, at its sole optionHelloSoft's option and expense: (i) tender procure for Licensee and its Affiliates and Customers the right to distribute and/or use the Licensed Product under such claim to Seller to defend using legal counsel acceptable to Buyerproprietary rights; or (ii) defend such claim by legal counsel of Xxxxx’s choosing suitably modify the Licensed Technology while maintaining functionality and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating performance equivalent to such claim. If Buyer tenders the defense of a claim to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification Licensed Technology originally delivered hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, (iii) refund the license fees paid therefor by Licensee upon Licensee's return of all of which Seller shall materials related to the Licensed Technology. HelloSoft will not be deemed to have waived. If Xxxxxx assumes liable for any costs or expense incurred by Licensee in connection with the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle suit or compromise such claim proceeding without Xxxxx’s HelloSoft's prior written consentauthorization, such authorization not to be unreasonably withheld. Seller shall at all times maintain such liabilityHelloSoft assumes no liability in connection with, property damage, and employee liability insurance in a sufficient amount that will protect Buyer arising from or resulting from:: (x) any or all combination of the foregoing risksLicensed Technology with other technology or products if such liability would not have arisen but for the combination; or (y) any modification of the Licensed Technology or Documentation, unless such modification was made by HelloSoft pursuant to specifications and upon Buyer’s request shall supply certificates of insurancedesigns drafted by HelloSoft, if such liability would not have arisen but for such modification.

Indemnification and Limitation of Liability. a. Seller In no event shall defendNJNG or its partner electric utility, and their respective affiliates, officers, directors, agents, employees, representatives and program implementers (“Indemnitees”) have any liability for claims of any kind, whether based on contract, tort (including negligence and strict liability), or otherwise, for any loss or damage sustained or incurred by any third party or the Participating Contractor relating to this Agreement or the performance of services or participation by the Participating Contractor in the DI Program. The Participating Contractor hereby releases and discharges NJNG and all other Indemnitees from all liability for such claims. The Participating Contractor shall, to the fullest extent permitted by law or regulation, assume all liability for and agree to indemnify, defend (at NJNG’s option) and hold harmless Buyer NJNG and Buyerall Indemnitees from and against any and all liabilities, losses, claims, damages, suit charges, fines, penalties, costs, expenses (including attorney’s affiliatesfees and costs) demands and causes of actions of every kind or character arising or alleged to have arisen out of any claims (just or unjust) for damages for personal injury, agentsincluding death, to any person, for damage or injury to property, including loss of use; and customers from any and all resulting damages, liabilitiesexpenses, claims, losses, suits, legal actions, investigations, or any threat of the same, costs and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expensesfees, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from occurring incident to the performance of the Agreement and/or the acts or omissions of the Participating Contractor, its employees and/ or subcontractors. Additionally, the Participating Contractor agrees to assume all liabilities or attorney’s fees and other costs incurred by the NJNG arising out of the NJNG’s etforts to enforce the provisions of this section. Where used in this section, the term “Participating Contractor” shall also include any accidentsubcontractor or any person, injuryfirm or entity directly or indirectly employed by or under contract with the Participating Contractor, libelits subcontractor, or property damage, including but not limited to response or remedial action costs associated with damage to its supplier. The indemnification obligations of the environment or to natural resources, by reason Participating Contractor provided for herein shall apply irrespective of any act partial or omission by Seller, its agents, employees, contributed negligence or subcontractors/suppliersalleged partial or contributed negligence of the NJNG, except to the extent extent, if any, that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligenceprovisions of New Jersey Law require otherwise. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of Xxxxx’s choosing and Seller The Participating Contractor shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders nevertheless remain liable hereunder because the defense negligence of a claim to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim party other than the NJNG whether or not NJNG is subject to partially negligent. The indemnification hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all obligations of the foregoing risks, Participating Contractor provided for herein shall in all events survive performance of the other obligations of the Participating Contractor under the Agreement and upon Buyer’s request shall supply certificates survive termination of insurancethe Agreement for any reason.

Indemnification and Limitation of Liability. a. Seller The Sub-Adviser shall defend, indemnify, indemnify and hold harmless Buyer the Adviser from and Buyer’s affiliates, agents, and customers from against any and all damages, liabilities, claims, losses, suits, legal actions, investigations, liabilities or any threat damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with the performance of the sameSub-Adviser’s obligations under this Agreement; provided, and any costs incurred in connection therewithhowever, including but not limited to, attorney fees and litigation expenses, arising out of or related to Sellerthat the Sub-Adviser’s performance of obligation under this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except Paragraph 5 shall be reduced to the extent that the accident, injury, libelclaim against, or property the loss, liability or damage experienced by the Adviser, is due solely and caused by or is otherwise directly related to Buyerthe Adviser’s own willful misfeasance, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. Buyer mayNotwithstanding the foregoing, at its sole option: the Sub-Adviser shall not be subject to any liability to the Adviser for (i) tender such claim any loss arising out of any error of judgment, any investment or other act or omission in the course of, connected with, or arising out of any service to Seller be rendered under this Agreement, except by reason of willful misfeasance, fraud, bad faith or gross negligence in the performance or non-performance of the Sub-Adviser’s duties hereunder; by reason of reckless disregard by the Sub-Adviser of its duties hereunder; or any violation by the Sub-Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law; (ii) any loss arising from the Sub-Adviser’s adherence to defend using legal counsel acceptable to Buyerthe Board’s or Adviser’s written instructions; or (iiiii) defend such claim any act or failure to act by legal counsel the Custodian or any broker or dealer to which the Sub-Adviser in good faith and, with respect to a broker or dealer, in accordance with Section 1(c) directs transactions for the Assets. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurredany rights which the Adviser may have under U.S. securities laws. In either case Seller The Adviser shall indemnify and hold Buyer harmless the Sub-Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with the performance of the Adviser’s obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. Notwithstanding the foregoing, the Adviser shall not be subject to any liability to the Sub-Adviser for any loss arising out of any error of judgment, any investment or relating other act or omission in the course of, connected with, or arising out of any service to such claimbe rendered under this Agreement, except by reason of willful misfeasance, fraud, bad faith or gross negligence in the performance or non-performance of the Adviser’s duties hereunder; by reason of reckless disregard by the Adviser of its duties hereunder; or any violation by the Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law. If Buyer tenders the defense of a claim to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunderThe U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and that Xxxxxx has no claim therefore nothing herein shall in any way constitute a waiver or counterclaim against Buyer, all limitation of any rights which Seller shall be deemed to the Sub-Adviser may have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insuranceunder U.S. securities laws.

Indemnification and Limitation of Liability. a. Seller Borrower shall defend, indemnify, defend and hold harmless Buyer and Buyer’s affiliates, agentsthe Depository Bank, and customers in its capacity as such, Depository Bank’s respective officers, directors, shareholders, controlling persons, employees, agents and servants (collectively, the “Depository Indemnitees”) from any and all damages, liabilitieslosses, claims, lossesdamages, suitsliabilities and related expenses, legal actionsincluding the reasonable fees, investigationscharges and disbursements of any counsel for any Depository Indemnitee, incurred by or asserted against any Depository Indemnitee arising out of, in connection with, as a result of, or any threat with respect to its performance under the Depository Agreement pursuant to the terms of, and subject to the terms and limitations of, Section 4.08 of the sameCredit Agreement as in effect on the date of this Depository Agreement (and each Depository Indemnitee shall be an “Indemnitee” as defined in the Credit Agreement). No provision of this Depository Agreement shall be construed to relieve Depository Bank from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct as finally determined by a non-appealable order from a court of competent jurisdiction. Depository Bank shall be under no liability to pay interest on any money received by it hereunder except as otherwise agreed with Administrative Agent or Borrower and except to the extent of income or other gain on investments that are deposits in or certificates of deposits or other obligations of Depository Bank in its commercial capacity and income or other gain actually received by Depository Bank on Permitted Investments. In no event shall the Depository Bank be responsible or liable for special, indirect, punitive or consequential loss or damage of any costs incurred in connection therewithkind whatsoever (including, including but not limited to, attorney fees loss of profit), irrespective of whether such Depository Bank has been advised of the likelihood of such loss or damage and litigation expenses, arising out regardless of or related to Seller’s performance the form of this AGREEMENT or any breach by Seller action. Without limiting the obligations of this AGREEMENT, including Seller’s representations the Borrower hereunder and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accidentBorrower fails to indemnify the Depository Bank in accordance with the provisions of [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. this Section 6.05(f), injurythe Secured Parties will, libelseverally, or property damage in proportion to (a) prior to any acceleration of the Secured Obligations, their pro rata share of the aggregate of the undrawn Commitments and the outstanding principal amount of Secured Obligations and (b) following any acceleration of the Secured Obligations, their pro rata share of outstanding principal of Secured Obligations at the time of demand (or, if all outstanding principal have then been repaid in full, immediately prior to the final repayment thereof and, in each case, assuming an outstanding principal amount in respect of any Secured Hedge Provider which is due solely equal to the Swap Termination Payment that would be payable if the Secured Interest Rate Hedging Agreements were terminated as of the date of calculation as a result of an “Event of Default” thereunder), indemnify the Depository Bank to the same extent (and directly subject to Buyer’s negligence. Buyer maythe same exceptions) as is required of the Borrower under this Section 6.05; provided, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and Xxxxxx accepts such defensehowever, then Seller that no Secured Party shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated liable to indemnify Buyer hereunderthe Depository Bank for any liability arising from the Depository Bank’s gross negligence or willful misconduct, as finally determined by a non-appealable order from a court of competent jurisdiction. If Xxxxxx assumes The provisions of this Section 6.05 shall survive the defense termination of a claim, Seller shall not settle this Depository Agreement or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any the resignation or all removal of the foregoing risks, and upon Buyer’s request shall supply certificates of insuranceDepository Bank.

Indemnification and Limitation of Liability. a. Seller CentralSquare shall defend, indemnify, defend and hold harmless Buyer and Buyer’s affiliates, agents, and customers Customer from any and all damages, liabilities, claims, losseslawsuits or liability, suitsincluding attorneys' fees and costs, legal actionsallegedly arising out of, investigationsin connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or any threat subcontractor as a result of the same, and CentralSquare’s or any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Sellersubcontractor’s performance of pursuant to this AGREEMENT Agreement; however, CentralSquare shall not be required to indemnify Customer for any claims or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except actions caused to the extent that of the accidentnegligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents or contractors, CentralSquare’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. Notwithstanding the foregoing, the aggregate liability of CentralSquare for any reason and upon any cause of action of claim, including, without limitation, CentralSquare’s obligation to indemnify and hold harmless under this agreement, shall be limited to direct damages which shall not exceed (i) two times (2x) the contract price; (ii) for claims arising under annual maintenance, the amount of the maintenance fees paid for the term in which the claim arises; or (iii) in the case of bodily injury, libelpersonal injury, cyber liability or property damage for which defense and indemnity coverage is due solely and directly to Buyerprovided by CentralSquare’s negligence. Buyer mayinsurance carrier, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs the coverage limits of such defense as they are incurredinsurance. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim to Seller and Xxxxxx accepts such defenseIN NO EVENT SHALL CENTRALSQUARE, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunderITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE WHETHER IN CONTRACT OR IN TORT FOR LOST PROFITS, and that Xxxxxx has no claim or counterclaim against BuyerLOST SAVINGS, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claimLOST DATA, Xxxxx shall have the rightLOST OR DAMAGED SOFTWARE, at its optionOR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claimOR OTHERWISE RELATED TO THIS AGREEMENT, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insuranceREGARDLESS OF WHETHER CENTRALSQUARE HAS NOTICE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

Indemnification and Limitation of Liability. a. Seller In no event shall defendNJNG or its partner electric utility, and their respective affiliates, officers, directors, agents, employees, representatives and program implementers (“Indemnitees”) have any liability for claims of any kind, whether based on contract, tort (including negligence and strict liability), or otherwise, for any loss or damage sustained or incurred by any third party or the Participating Contractor relating to this Agreement or the performance of services or participation by the Participating Contractor in the DI Program. The Participating Contractor hereby releases and discharges NJNG and all other Indemnitees from all liability for such claims. The Participating Contractor shall, to the fullest extent permitted by law or regulation, assume all liability for and agree to indemnify, defend (at NJNG’s option) and hold harmless Buyer NJNG and Buyerall Indemnitees from and against any and all liabilities, losses, claims, damages, suit charges, fines, penalties, costs, expenses (including attorney’s affiliatesfees and costs) demands and causes of actions of every kind or character arising or alleged to have arisen out of any claims (just or unjust) for damages for personal injury, agentsincluding death, to any person, for damage or injury to property, including loss of use; and customers from any and all resulting damages, liabilitiesexpenses, claims, losses, suits, legal actions, investigations, or any threat of the same, costs and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expensesfees, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from occurring incident to the performance of the Agreement and/or the acts or omissions of the Participating Contractor, its employees and/ or subcontractors. Additionally, the Participating Contractor agrees to assume all liabilities or attorney’s fees and other costs incurred by the NJNG arising out of the NJNG’s efforts to enforce the provisions of this section. Where used in this section, the term “Participating Contractor” shall also include any accidentsubcontractor or any person, injuryfirm or entity directly or indirectly employed by or under contract with the Participating Contractor, libelits subcontractor, or property damage, including but not limited to response or remedial action costs associated with damage to its supplier. The indemnification obligations of the environment or to natural resources, by reason Participating Contractor provided for herein shall apply irrespective of any act partial or omission by Seller, its agents, employees, contributed negligence or subcontractors/suppliersalleged partial or contributed negligence of the NJNG, except to the extent extent, if any, that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligenceprovisions of New Jersey Law require otherwise. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of Xxxxx’s choosing and Seller The Participating Contractor shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders nevertheless remain liable hereunder because the defense negligence of a claim to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim party other than the NJNG whether or not NJNG is subject to partially negligent. The indemnification hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all obligations of the foregoing risks, Participating Contractor provided for herein shall in all events survive performance of the other obligations of the Participating Contractor under the Agreement and upon Buyer’s request shall supply certificates survive termination of insurancethe Agreement for any reason.

Indemnification and Limitation of Liability. a. Seller In no event shall defendthe Utility or the implementing contractor have any liability for claims of any kind, whether based on contract, tort (including negligence and strict liability), or otherwise, for any loss or damage sustained or incurred by any third party relating to this Agreement or the performance of services or participation by the participating contractor in the Residential Energy Efficient Products - HPWH program. The participating contractor hereby releases and discharges the Utility and the implementing contractor from all liability for such claims. The participating contractor shall, to the fullest extent permitted by law, assume all liability for and agree to indemnify, defend (at Utility’s option) and hold harmless Buyer the Utility and Buyer’s the implementing contractor and their respective affiliates, officers, directors, agents, servants, employees and customers representatives from and against any and all liabilities, losses, claims, damages, suit charges, costs, expenses (including attorney’s fees and costs) demands and causes of actions of every kind or character arising or alleged to have arisen out of any claims (just or unjust) for damages for personal injury including death to any employee or person, for damage or injury to property and from any and all resulting damages, liabilitiesexpenses, claims, losses, suits, legal actions, investigations, or any threat of the same, costs and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expensesfees, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from occurring incident to the performance of the Agreement and/or the acts or omissions of the participating contractor, its employees and/or subcontractors. Additionally, the participating contractor agrees to assume all liabilities or attorney’s fees and other costs incurred by the Utility arising out of the Utility’s efforts to enforce the provisions of this section. Where used in this section, the term “participating contractor” shall also include any accidentsubcontractor or any person, injuryfirm or entity directly or indirectly employed by or under contract with either participating contractor, libelsubcontractor, or property damage, including but not limited supplier to response or remedial action costs associated with damage to contractor. The indemnification obligations of the environment or to natural resources, by reason participating contractor provided for herein shall apply irrespective of any act partial or omission by Seller, its agents, employees, contributed negligence or subcontractors/suppliersalleged partial or contributed negligence of the Utility and or implementing contractor, except to the extent extent, if any, that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligenceprovisions of the Maryland General Obligations Law requires otherwise. Buyer may, at its sole option: (i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel The participating contractor shall nevertheless remain liable hereunder on account of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense negligence of a claim to Seller and Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim party other than the Utility and/or implementing contractor whether or not the Utility is subject to partially negligent. The indemnification hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle or compromise such claim without Xxxxx’s prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all obligations of the foregoing risks, participating contractor provided for herein shall in all events survive performance of the other obligations of the participating contractor under the Agreement and upon Buyer’s request shall supply certificates survive termination of insurancethe Agreement for any reason.

Indemnification and Limitation of Liability. a. Seller shall defend, (a) Each party hereto (the "Indemnitor") agrees to indemnify, defend and hold harmless Buyer and Buyer’s the others, including their respective affiliates, agentsand each of their current and former directors, trustees, officers, employees and customers from agents (the "Indemnitees"), against any and all damages, liabilitieslosses, claims, damages, liabilities or expenses to which the Indemnitees may become subject insofar as such losses, suitsclaims, damages, liabilities or expenses (or actions in respect thereof, hereinafter "Actions") arise out of or are based upon (i) any negligent act or omission in performing its duties under this Agreement; (ii) any failure by the Indemnitor to comply with the terms of this Agreement; (iii) any breach by the Indemnitor of any representation, warranty or covenant in this Agreement; or (iv) non-compliance by the Indemnitor with applicable Federal and State securities laws and regulations. The Indemnitor will reimburse the Indemnitees for any legal actions, investigations, or any threat of the same, and any costs other expenses reasonably incurred by them in connection therewithwith investigating or defending any such loss, including but not limited toclaim or action. In addition, attorney fees Company shall indemnify, defend and litigation expenses, hold harmless JHF and JHSS against any Actions arising out of exchange requests initiated by Company via facsimile that do not include original or related underlying documentation supporting such instructions. This indemnity agreement will be in addition to Seller’s performance of this AGREEMENT any other remedies which the lndemnitees may otherwise have. If any third party threatens to commence or commences any breach by Seller of this AGREEMENTaction for which the Indemnitor may be required to indemnify the Indemnitee, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage the Indemnitee shall promptly give notice thereof to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, or subcontractors/suppliers, except to the extent that the accident, injury, libel, or property damage is due solely and directly to Buyer’s negligenceIndemnitor. Buyer mayThe Indemnitor shall be entitled, at its sole option: (i) tender such claim own expense and without limiting its obligations to Seller indemnify the Indemnitee, to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel assume control of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against all damages arising out of or relating to such claim. If Buyer tenders the defense of a claim such action with counsel selected by the Indemnitor, which counsel shall be reasonably satisfactory to Seller and Xxxxxx accepts such the Indemnitee. Ifthe Indemnitor assumes the control of the defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume Indemnitee may participate in the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunderat its own expense. If Xxxxxx assumes the defense of a claim, Seller shall The Indemnitor may not settle or compromise the liability of the Indemnitee in such claim action or consent to or permit the entry of any judgment in respect thereof without Xxxxx’s the prior written consent. Seller shall at all times maintain such liability, property damage, and employee liability insurance in a sufficient amount that will protect Buyer from any or all consent of the foregoing risksIndemnitee, and upon Buyer’s request which consent shall supply certificates not be unreasonably withheld. It is further understood that no third party is intended to be made a third party beneficiary of insurancethe provisions of this Section 8.