Common use of Indemnification and Limitation on Liability Clause in Contracts

Indemnification and Limitation on Liability. RHS agrees to indemnify, defend and hold the Custodian and its agents, affiliates, successors and assigns harmless from and against any and all damages, claims, liabilities, losses, costs and expenses (including without limitation attorney's fees and expenses) ("Losses"), that may be imposed on, incurred by, or asserted against the Custodian by any claims to the extent such Losses from such claims result from (a) the failure of RHS to comply with any of its obligations under this Agreement or any rules, regulations and interpretations of the SEC, including, but not limited to, RHS's failure to inform a Customer of all the terms of this Agreement (other than the names of all the other Customers of RHS) as such terms may change from time to time and RHS's failure to deliver to Custodian any communication from a Customer to the Custodian in the time and manner required by this Agreement; (b) RHS's valuation of the Customers lent fully-paid or excess margin securities and Collateral available to such Customer on the Schedule and the Aggregate Collateral Amount on the Schedule; or (c) the failure of any Customer to be named on a Schedule when it should be named on a Schedule or to have the correct collateral amount for any Customer specified on a Schedule, unless such Losses are caused by Custodian’s breach of this Agreement or the gross negligence or willful misconduct of the Custodian. Custodian agrees to indemnify, defend and hold RHS and its agents, affiliates, successors and assigns harmless from and against any and all damages, claims, liabilities, losses, costs and expenses (including without limitation attorney's fees and expenses) ("Losses"), that may be imposed on, incurred by, or asserted against RHS to the extent such Losses result from the failure of the Custodian to comply with any of its obligations under this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS) FROM ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. The foregoing indemnification and disclaimer of liability shall survive any termination or assignment of this Agreement and any resignation or removal of the Custodian. The foregoing disclaimer of liability shall not apply to (a) a party’s indemnification obligations or liability or (b) a party’s breach of Section 7 of the Collateral Administration Agreement (“Confidentiality”) or (c) a party’s gross negligence or willful misconduct.

Indemnification and Limitation on Liability. RHS agrees to If Buyer exercises rights of access under this Section or otherwise, or conducts examinations or inspections under this Section or otherwise, then (a) such access, examination and inspection shall be at Buyer's sole risk, cost and expense and Buyer waives and releases all claims against Seller (and its partners and its and their affiliates and the respective directors, officers, employees, attorneys, contractors and agents of such parties) arising in any way therefrom or in any way connected therewith or arising in connection with the conduct of its directors, officers, employees, attorneys, contractors and agents in connection therewith and (b) Buyer shall indemnify, defend and hold the Custodian harmless Seller (and its agentspartners and its and their affiliates and the respective officers, affiliatesdirectors, successors employees, attorneys, contractors and assigns harmless agents of such parties) from and against any and all damages, claims, actions, causes of action liabilities, damages, losses, costs and or expenses (including including, without limitation attorney's fees limitation, court costs and expenses) ("Losses"attorneys fees), that may be imposed onor liens or encumbrances for labor or materials, incurred byarising out of or in any way connected with such matters. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, or asserted against the Custodian by any claims to the extent such Losses from such claims result from ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (ai) the failure of RHS to comply with any of its obligations under this Agreement or any rulesNEGLIGENCE (INCLUDING SOLE NEGLIGENCE, regulations and interpretations of the SECSINGLE NEGLIGENCE, includingCONCURRENT NEGLIGENCE, but not limited toACTIVE OR PASSIVE NEGLIGENCE, RHS's failure to inform a Customer of all the terms of this Agreement (other than the names of all the other Customers of RHSBUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) as such terms may change from time to time and RHS's failure to deliver to Custodian any communication from a Customer to the Custodian in the time and manner required by this Agreement; (b) RHS's valuation of the Customers lent fully-paid or excess margin securities and Collateral available to such Customer on the Schedule and the Aggregate Collateral Amount on the Schedule; or (c) the failure of any Customer to be named on a Schedule when it should be named on a Schedule or to have the correct collateral amount for any Customer specified on a Schedule, unless such Losses are caused by Custodian’s breach of this Agreement or the gross negligence or willful misconduct of the Custodian. Custodian agrees to indemnify, defend and hold RHS and its agents, affiliates, successors and assigns harmless from and against any and all damages, claims, liabilities, losses, costs and expenses (including without limitation attorney's fees and expenses) ("Losses"), that may be imposed on, incurred by, or asserted against RHS to the extent such Losses result from the failure of the Custodian to comply with any of its obligations under this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND INDEMNIFIED PARTY, OR (INCLUDING WITHOUT LIMITATION LOST PROFITSii) FROM ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. The foregoing indemnification and disclaimer of liability shall survive any termination or assignment of this Agreement and any resignation or removal of the Custodian. The foregoing disclaimer of liability shall not apply to (a) a party’s indemnification obligations or liability or (b) a party’s breach of Section 7 of the Collateral Administration Agreement (“Confidentiality”) or (c) a party’s gross negligence or willful misconductSTRICT LIABILITY.

Indemnification and Limitation on Liability. RHS (a) Subtenant hereby agrees to indemnifyindemnify Sublandlord and Sublandlord’s directors, defend and hold the Custodian and its officers, shareholders, partners, members, principals, employees, agents, affiliatesservants, contractors, subcontractors, visitors, licensees, successors and assigns (collectively, “Sublandlord’s Representatives”) against and save Sublandlord and Sublandlord’s Representatives harmless from and against any and all losses, costs, damages, charges, liabilities, obligations, fines, penalties, claims, liabilitiesdemands, lossesor judgments and any and all expenses, costs and expenses (including including, without limitation attorney's limitation, reasonable attorneys’ fees and expenses) , court costs, and costs of appeal, settlement and negotiations ("Losses"collectively, “Claims”), that may be imposed on, incurred by, arising out of or asserted against the Custodian by any claims to the extent such Losses from such claims result from in connection with: (a) the failure of RHS to comply with any of its obligations under this Agreement or any rules, regulations and interpretations Subtenant’s use of the SEC, including, but not limited to, RHS's failure to inform a Customer of all the terms of this Agreement (other than the names of all the other Customers of RHS) as such terms may change from time to time and RHS's failure to deliver to Custodian any communication from a Customer to the Custodian in the time and manner required by this AgreementSublease Premises; (b) RHS's valuation the conduct of Subtenant’s business or any activity, work or thing done, permitted or suffered by Subtenant in, on or about the Sublease Premises or the Building; (c) any failure to perform or observe any of the Customers lent fully-paid terms, covenants, conditions or excess margin securities and Collateral available provisions required to such Customer on be performed or observed by Subtenant under this Sublease or the Schedule and Prime Lease; (d) any gross negligence or other misconduct of Subtenant or any of Subtenant’s Representatives in connection with the Aggregate Collateral Amount on the Scheduleperformance of Subtenant’s obligations under this Sublease; or (ce) any mechanic’s lien and other liens and encumbrances filed by any person claiming by, through or under Subtenant, including security interests in any materials, fixtures, equipment and any other improvements or appurtenances installed in, located on or constituting part of the failure Sublease Premises. In the event that any action or proceeding is brought against Sublandlord by reason of any Customer to be named on a Schedule when it should be named on a Schedule or to have the correct collateral amount for any Customer specified on a Schedule, unless such Losses are caused by Custodian’s breach of this Agreement or the gross negligence or willful misconduct of the Custodian. Custodian agrees to indemnify, defend and hold RHS and its agents, affiliates, successors and assigns harmless from and against any and all damages, claims, liabilities, losses, costs and expenses (including without limitation attorney's fees and expenses) ("Losses"), that may be imposed on, incurred by, or asserted against RHS to the extent such Losses result from the failure of the Custodian to comply with any of its obligations under this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS) FROM ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. The foregoing indemnification and disclaimer of liability shall survive any termination or assignment of this Agreement and any resignation or removal of the Custodian. The foregoing disclaimer of liability shall not apply to clauses (a) a party’s indemnification obligations or liability or through (be) a party’s breach inclusive of this Section 7 16(a), Subtenant shall, at the request of Sublandlord, assume the defense of the Collateral Administration Agreement (“Confidentiality”) same at Subtenant’s sole cost with counsel reasonably satisfactory to Sublandlord. Sublandlord and its insurers shall each have the right to employ, at its expense, separate counsel in any such action or (c) a party’s gross negligence proceeding and to participate in the defense thereof provided, however, that counsel retained by Subtenant shall control the defense. Subtenant shall consent to and indemnify Sublandlord against the costs of any reasonable settlement agreed to by Sublandlord of such action or willful misconductproceeding.

Indemnification and Limitation on Liability. RHS agrees to indemnify, defend 21.1 Except for Claims (as hereinafter defined) limited elsewhere in this Lease and hold the Custodian and its agents, affiliates, successors and assigns harmless from and against any and all damages, claims, liabilities, losses, costs and expenses (including without limitation attorney's fees and expenses) ("Losses"), that may be imposed on, incurred by, or asserted against the Custodian by any claims to the extent such Losses arising from such claims result from Landlord’s or Landlord’s Representatives’ (aas hereinafter defined) the failure of RHS to comply with any of its obligations under this Agreement or any rules, regulations and interpretations of the SEC, including, but not limited to, RHS's failure to inform a Customer of all the terms of this Agreement (other than the names of all the other Customers of RHS) as such terms may change from time to time and RHS's failure to deliver to Custodian any communication from a Customer to the Custodian in the time and manner required by this Agreement; (b) RHS's valuation of the Customers lent fully-paid or excess margin securities and Collateral available to such Customer on the Schedule and the Aggregate Collateral Amount on the Schedule; or (c) the failure of any Customer to be named on a Schedule when it should be named on a Schedule or to have the correct collateral amount for any Customer specified on a Schedule, unless such Losses are caused by Custodian’s breach of this Agreement or the gross negligence or willful misconduct of the Custodian. Custodian agrees to indemnify, defend and hold RHS and its agents, affiliates, successors and assigns harmless from and against any and all damages, claims, liabilities, losses, costs and expenses (including without limitation attorney's fees and expenses) ("Losses"), that may be imposed on, incurred by, or asserted against RHS to the extent such Losses result from the failure of the Custodian to comply with any of its obligations under this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS) FROM ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. The foregoing indemnification and disclaimer of liability shall survive any termination or assignment of this Agreement and any resignation or removal of the Custodian. The foregoing disclaimer of liability shall not apply to (a) a party’s indemnification obligations or liability or (b) a party’s breach of Section 7 of the Collateral Administration Agreement (“Confidentiality”) or (c) a party’s gross negligence or willful misconduct, Tenant hereby agrees to indemnify Landlord and Landlord’s directors, officers, shareholders, partners, members, principals, employees, agents, servants, contractors, subcontractors, visitors, licensees, successors and assigns (collectively, “Landlord’s Representatives”) against and save Landlord and Landlord’s Representatives harmless from any and all losses, costs, damages, charges, liabilities, obligations, fines, penalties, claims, demands, or judgments and any and all expenses, including, without limitation, reasonable attorneys’ fees and expenses, court costs, and costs of appeal, settlement and negotiations (collectively, “Claims”), arising out of or in connection with: (i) Tenant’s use of the Premises and the Building, including without limitation, the Outside Patio Area (as defined in Section 31) and/or the roof of the Building (as provided in Section 33 below) ; (ii) the conduct of Tenant’s business or any activity, work or thing done, permitted or suffered by Tenant in, on or about the Premises, the Building and/or the Land; (iii) any failure to perform or observe any of the terms, covenants, conditions or provisions required to be performed or observed by Tenant under this Lease or the Master Lease; or (iv) any negligence or other misconduct of Tenant or any of Tenant’s directors, officers and employees (collectively, “Tenant’s Representatives”) in connection with the performance of Tenant’s obligations under this Lease; or (v) any mechanic’s lien and other liens and encumbrances filed by any person claiming by, through or under Tenant, including security interests in any materials, fixtures, equipment and any other improvements or appurtenances installed in, located on or constituting part of the Premises. In the event that any action or proceeding is brought against Landlord by reason of any of clauses (i) through (v) inclusive of this Section 21, Tenant shall, at the request of Landlord, assume the defense of the same at Tenant’s sole cost with counsel reasonably satisfactory to Landlord. Landlord and its insurers shall each have the right to employ, at its expense, separate counsel in any such action or proceeding and to participate in the defense thereof.

Indemnification and Limitation on Liability. RHS agrees to indemnifyTo the fullest extent permitted by law, defend Seller and its parent(s), subsidiaries and/or affiliates (“Indemnifying Parties”) shall defend, indemnify and hold the Custodian harmless Buyer and its parents, subsidiaries and affiliates and their respective officers, employees, agents, affiliates, successors subcontractors and assigns harmless from and customers against any and all damages, claims, actions, liabilities, lossesfines, costs assessments and expenses (including without limitation attorney's costs associated with recalling any Goods, reasonable attorneys' fees and expensescosts) arising out of or resulting in any way from ("Losses"i) any defect in the Goods or Services, (ii) any breach of any warranty or other term of this Order, (iii) the presence of Indemnifying Parties’ agents, representatives, employees or subcontractors on Buyer’s premises (including, without limitation, personal injury, illness or death of Indemnifying Parties’ agents, representatives, employees or subcontractors; and property damage), that may be imposed onregardless of the cause of such injury, incurred byillness or death, and even though caused in whole or asserted against in part by a pre-existing defect, the Custodian by indemnified party’s (or indemnified persons’) negligence or any claims to the extent such Losses from such claims result from other actual or alleged legal fault, whether sole, joint or concurrent, and (aiv) the failure negligent acts or omissions of RHS to comply with any of its obligations under this Agreement or any rulesIndemnifying Parties, regulations and interpretations of the SEC, including, but not limited to, RHS's failure to inform a Customer of all the terms of this Agreement (other than the names of all the other Customers of RHS) as such terms may change from time to time and RHS's failure to deliver to Custodian any communication from a Customer to the Custodian in the time and manner required by this Agreement; (b) RHS's valuation of the Customers lent fully-paid or excess margin securities and Collateral available to such Customer on the Schedule and the Aggregate Collateral Amount on the Schedule; or (c) the failure of any Customer to be named on a Schedule when it should be named on a Schedule or to have the correct collateral amount for any Customer specified on a Schedule, unless such Losses are caused by Custodian’s breach of this Agreement or the gross negligence or willful misconduct of the Custodian. Custodian agrees to indemnify, defend and hold RHS and its agents, affiliatesrepresentatives, successors and assigns harmless from and against any and all damages, claims, liabilities, losses, costs and expenses (including without limitation attorney's fees and expenses) ("Losses"), that may be imposed on, incurred by, employees or asserted against RHS subcontractors related to the extent such Losses result from the failure performance of the Custodian to comply with any of its obligations services under this AgreementOrder, but in no event shall the indemnity obligation apply to liability caused by the willful misconduct or sole negligence of Buyer with regard to (i) and (ii) above. Indemnifying Parties will conduct the defense of a third party claim diligently and with counsel reasonably satisfactory to Buyer, and will not consent to the entry of a judgment or enter into any settlement with respect to the claim without the prior written consent of Xxxxx (not to be withheld unreasonably). NOTHING IN NO EVENT THIS ORDER SHALL EITHER PARTY BE LIABLE CONSTRUED TO SUBJECT BUYER TO LIABILITY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT PUNITIVE OR CONSEQUENTIAL LOSSES OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS (WHETHER IT CONSISTS IN A DIRECT OR INDIRECT DAMAGES), LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF THIS ORDER OR ANY GOODS OR SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION LOST PROFITS) FROM AS A RESULT OF ANY ACTION TAKEN BREACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN), REGARDLESS OF WHETHER THE COMPANY WAS ADVISED, HAD OTHER REASON TO KNOW, OR OMITTED TO BE TAKEN BY IT, EVEN IF ADVISED IN FACT KNEW OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTIONTHEREOF. The foregoing indemnification In no event shall the aggregate liability of Buyer arising out of or relating to this Order exceed, in the aggregate, the fees paid by Xxxxx for the Goods and disclaimer of liability Services during the twelve (12) months preceding the event giving rise to the claim. This Section shall survive any the termination or assignment expiration of this Agreement and any resignation or removal of the Custodian. The foregoing disclaimer of liability shall not apply to (a) a party’s indemnification obligations or liability or (b) a party’s breach of Section 7 of the Collateral Administration Agreement (“Confidentiality”) or (c) a party’s gross negligence or willful misconductOrder, for whatever reason.