Common use of Indemnification and Limitation on Liability Clause in Contracts

Indemnification and Limitation on Liability. (a) Subject to Section 6(c) and 6(e) hereof, Company shall defend, indemnify and hold harmless Autotelic, its affiliates (other than Company) and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all Liabilities (as defined in Section 6(d) hereof) arising in connection with or resulting from (i) any injury to person or damage to property that may occur in connection with the handling, use or operation of any Products or any component thereof, (ii) Company’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or Company’s gross negligence, recklessness or intentional misconduct, (iii) any sales, licensing or other transfers by Company of Products in violation of any law, rule, or regulation, including the infringement of another party’s intellectual property rights (excluding Liabilities for which Autotelic is obligated to defend Company pursuant to Section 6(b)(i) below) or (iv) any violation and/or alleged violation by Company or the Product or any component thereof of any governmental law, rule and/or regulation. (b) Subject to Section 6(c) and 6 (e) hereof, Autotelic shall defend, indemnify and hold harmless Company, its affiliates (other than Autotelic) and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all Liabilities arising in connection with or resulting from (i) the willful infringement by Autotelic of the proprietary rights of any third party arising from the Services, (ii) Autotelic’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or gross negligence, recklessness or intentional misconduct. (c) Notwithstanding anything to the contrary contained herein, neither party shall have any obligation to indemnify, defend or hold harmless hereunder with respect to any Liabilities arising out of or resulting from the breach by the other party of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement arising from any gross negligence, recklessness or intentional misconduct by the other party. (d) As limited by Section 6(e) below, for purposes of this Agreement, “Liabilities” shall mean any and all claims of and liabilities to third parties and expenses incurred in connection therewith (whether or not in connection with proceedings before a court, arbitration panel, administrative agency, hearing examiner or other tribunal), judgments, awards, fines, penalties, settlements, investigations, costs, and attorneys’ fees and disbursements.

Indemnification and Limitation on Liability. 11.1.1 Except as provided herein, no Developer or its respective shareholders, directors, officers, employees, and agents shall have any liability to the other Developer for any loss suffered by the other Developer arising out of any action or omission by any of them, so long as such action or omission (a) Subject was in good faith; (b) was consistent with the provisions of this Agreement; and (c) did not constitute the gross negligence or willful misconduct of the Developer involved. 11.1.2 Each of AEI and SES agree severally (not jointly) to Section 6(cdefend, indemnify, and hold harmless the other Developer, its respective Affiliates and its respective shareholders, directors, officers, employees and agents (collectively, “Indemnitees”) from and 6(eagainst any losses, damages, judgments, liabilities, expenses, and amounts paid in settlement of any claims with respect to death, personal injury, or damage to property of a third party due to the gross negligence, fraud or willful misconduct of such indemnifying Developer, its Affiliates and their respective shareholders, directors, officers, employees and agents. 11.1.3 Each of AEI and SES agree severally (not jointly) hereofto defend, Company indemnify and hold harmless the other Developer and its respective Indemnitees from all losses, damages, judgments, liabilities, expenses, and amounts paid in settlement, that relate to, result from, or are in connection with, any misrepresentation or breach of any warranty or representation given by such Developer in this Agreement, or breach of any covenant or agreement made by such Developer in this Agreement. 11.1.4 In no event, whether as a result of breach of this Agreement or any resulting contract therefrom, warranty, indemnity, tort (including negligence), strict liability or otherwise, shall any Developer be liable to any other Developer for any consequential damages, special or incidental damages, lost profits, punitive damages, exemplary damages, enhanced damages, multiple damages, indirect damages, or other penalty or speculative damages arising out of this Agreement. 11.1.5 SES shall defend, indemnify and hold harmless AutotelicAEI, its affiliates (other than each Holding Company) , each Project Company and each of their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns Indemnitees from and against any and all Liabilities (as defined claims of infringement or misappropriation of patent, copyright, trademark, trade secret rights, confidential information, proprietary rights or other intellectual property rights based upon the use or sale in Section 6(d) hereof) arising accordance with this Agreement of the U-GAS Technology by AEI or any Project Company. 11.1.6 A Developer shall notify the other Developers in connection with or resulting from (i) writing promptly after it becomes aware of any injury to person or damage to property facts that may occur in connection with lead to the handling, use or operation making of any Products or any component thereof, a claim for indemnification under this Agreement. Any amounts owing by a Developer under this ARTICLE 11 shall be due and payable within ten (ii10) Company’s breach days of any the final resolution of its representations, warranties, covenants, obligations, agreements or duties under the underlying claim pursuant to this Agreement. 11.1.7 The provisions of this Section 11.1 shall survive the termination of this Agreement or Company’s gross negligence, recklessness or intentional misconduct, (iii) any sales, licensing or other transfers by Company of Products in violation the withdrawal of any law, rule, or regulation, including the infringement of another party’s intellectual property rights (excluding Liabilities for which Autotelic is obligated to defend Company pursuant to Section 6(b)(i) below) or (iv) any violation and/or alleged violation by Company or the Product or any component thereof of any governmental law, rule and/or regulation. (b) Subject to Section 6(c) and 6 (e) hereof, Autotelic shall defend, indemnify and hold harmless Company, its affiliates (other than Autotelic) and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all Liabilities arising in connection with or resulting from (i) the willful infringement by Autotelic of the proprietary rights of any third party arising Developer from the Services, (ii) Autotelic’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or gross negligence, recklessness or intentional misconductProject. (c) Notwithstanding anything to the contrary contained herein, neither party shall have any obligation to indemnify, defend or hold harmless hereunder with respect to any Liabilities arising out of or resulting from the breach by the other party of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement arising from any gross negligence, recklessness or intentional misconduct by the other party. (d) As limited by Section 6(e) below, for purposes of this Agreement, “Liabilities” shall mean any and all claims of and liabilities to third parties and expenses incurred in connection therewith (whether or not in connection with proceedings before a court, arbitration panel, administrative agency, hearing examiner or other tribunal), judgments, awards, fines, penalties, settlements, investigations, costs, and attorneys’ fees and disbursements.

Indemnification and Limitation on Liability. (a) Subject to Section 6(c) and 6(e) hereof, Company shall defend, indemnify and hold harmless Autotelic, its affiliates (other than Company) and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all Liabilities (as defined in Section 6(d) hereof) arising in connection with or resulting from (i) any injury to person or damage to property that may occur in connection with the handling, use or operation of any Products or any component thereof, (ii) Company’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or Company’s gross negligence, recklessness or intentional misconduct, (iii) any sales, licensing or other transfers by Company of Products in violation of any law, rule, or regulation, including the infringement of another party’s intellectual property rights (excluding Liabilities for which Autotelic is obligated to defend Company pursuant to Section 6(b)(i) below) or (iv) any violation and/or alleged violation by Company or the Product or any component thereof of any governmental law, rule and/or regulation. (b) Subject to Section 6(c) and 6 (e) hereof, Autotelic shall defend, indemnify and hold harmless Company, its affiliates (other than Autotelic) and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all Liabilities arising in connection with or resulting from (i) the willful infringement by Autotelic of the proprietary rights of any third party arising from the Services, or (ii) Autotelic’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or gross negligence, recklessness or intentional misconduct. (c) Notwithstanding anything to the contrary contained herein, neither party shall have any obligation to indemnify, defend or hold harmless hereunder with respect to any Liabilities arising out of or resulting from the breach by the other party of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement arising from any gross negligence, recklessness or intentional misconduct by the other party. (d) As limited by Section 6(e) below, for purposes of this Agreement, “Liabilities” shall mean any and all claims of and liabilities to third parties and expenses incurred in connection therewith (whether or not in connection with proceedings before a court, arbitration panel, administrative agency, hearing examiner or other tribunal), judgments, awards, fines, penalties, settlements, investigations, costs, and attorneys’ fees and disbursements.