Common use of Indemnification; Consequential Damages Clause in Contracts

Indemnification; Consequential Damages. The “Buyer Indemnitees” as referred to herein shall mean Buyer, any assignee, their parents, subsidiaries, affiliates, partners, co-participants, investors, and lenders, and the respective officers, directors, employees, consultants, contractors, invitees, agents, representatives, successors, heirs, and insurers of each such entity at all tiers. Seller agrees to release, defend, indemnify and hold harmless the Buyer Indemnitees, against any costs (including legal fees and court or arbitration costs), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with any defects in the Goods, Seller’s performance under this Purchase Order, or arising in any way from any act, omission, negligence or fault of Seller or those for whom Seller is responsible, even in the event of any concurrent or contributory negligence or fault on the part of any Buyer Indemnitee; provided, however, Seller will not be responsible hereunder to the extent of the sole negligence or fault of any Buyer Indemnitee as may be finally determined by a court or arbitrator. BUYER WILL NOT BE LIABLE TO SELLER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF OR RELATED TO THIS PURCHASE ORDER.

Indemnification; Consequential Damages. The “13.1 Buyer Indemnitees” as referred to herein shall mean Buyerindemnify, any assigneedefend and hold CMUS, their parentsits members, affiliates, subsidiaries, affiliatesand their respective successors, partners, co-participants, investors, and lenders, and the respective officers, directors, employees, consultantsagents and customers (the “CMUS Indemnified Parties”), contractorsharmless from and against any and all third party claims, inviteesdemands, agentsproceedings, suits and actions, including any related liabilities, obligations, losses, damages, penalties, fines, judgments, settlements, expenses (including reasonable attorneys’ and accountants’ fees and disbursements) and costs (collectively, “Claims against CMUS”), incurred by, borne by or asserted against any of the CMUS Indemnified Parties to the extent such Claims against CMUS result from: (i) any intentional or willful misconduct or any negligence of any employee, agent or subcontractor of Buyer; (ii) Buyer’s or Buyer’s representatives’ infringement of a third party’s rights; (iii) any material breach of any representation or warranty made by Buyer in this Agreement; (iv) any material breach or default in the performance by Buyer of any of the covenants to be performed by Buyer under this Agreement; (v) any acts or omissions of Buyer in violation of applicable federal, state or local laws or (vi) any actual or alleged infringement or misappropriation of any patent, copyright, trademark, trade name, trade secret or other proprietary or intellectual property right by any Service provided pursuant to this Agreement except where such actual or alleged infringement or misappropriation relates to the content supplied by CMUS and carried by Buyer as a consequence of it providing the Services; provided that in no event shall Buyer’s aggregate liability hereunder exceed the aggregate of the Service Fees paid in the immediately preceding period of eighteen (18) months. 13.2 CMUS shall similarly indemnify, defend and hold Buyer, its members, affiliates, subsidiaries, and their respective successors, officers, directors, employees, agents and customers (the “Buyer Indemnified Parties”), harmless from and against any and all claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, penalties, fines, judgments, settlements, expenses (including reasonable attorneys’ and accountants’ fees and disbursements) and costs (collectively, “Claims against Buyer”), incurred by, borne by or asserted against any of the Buyer Indemnified Parties to the extent such Claims against Buyer result from: (i) any intentional or willful misconduct or any negligence of any employee, agent or subcontractor of CMUS; (ii) CMUS or CMUS’ representatives’ infringement of a third party’s rights; (iii) any material breach of any representation or warranty made by CMUS in this Agreement; (iv) any material breach or default in the performance by CMUS of any of the covenants to be performed by CMUS under this Agreement; (v) any acts or omissions of CMUS in violation of applicable federal, state or local laws; (vi) any actual or alleged infringement or misappropriation of any patent, copyright, trademark, trade name, trade secret or other proprietary or intellectual property right by any programming delivered pursuant to this Agreement or (vii) any other Claim against Buyer based on the content of such programming or other material supplied by CMUS; provided that in no event shall CMUS’ aggregate liability hereunder exceed the aggregate of the Service Fees paid in the immediately preceding period of eighteen (18) months. 13.3 Neither party nor their parent or co-owned companies, nor their officers, directors, employees, shareholders, partners, representatives, successorsconsultants and agents shall be liable to the other party or their parent or co-owned comanies, heirsor to any officer, and insurers director, employee, shareholder, partner, representative, consultant or agent of each such entity at all tiers. Seller agrees to releasethe other party, defendwhether in contract, indemnify and hold harmless the Buyer Indemnitees, against any costs tort (including legal fees and court or arbitration costsstrict liability), finesor otherwise, penaltiesfor any special, damagesindirect, and liabilitiesincidental or consequential damages whatsoever, arising from, alleged to arise from, or which in any way associated with any defects in the Goodsarise out of, Sellerrelate to, or are a consequence of either party’s performance under this Purchase Order, or arising in any way from any act, omission, negligence nonperformance hereunder or fault the performance of Seller or those for whom Seller is responsible, even in the event of any concurrent or contributory negligence or fault on the part of any Buyer Indemnitee; provided, however, Seller will not be responsible hereunder to the extent of the sole negligence or fault of any Buyer Indemnitee as may be finally determined by a court or arbitrator. BUYER WILL NOT BE LIABLE TO SELLER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF OR RELATED TO THIS PURCHASE ORDERtheir respective contractors and vendors.

Indemnification; Consequential Damages. The “Buyer Indemnitees” as referred to herein shall mean Buyer, any assignee, their parents, subsidiaries, affiliates, partners, co-participants, investors, and lenders, and the respective officers, directors, employees, consultants, contractors, invitees, agents, representatives, successors, heirs, and insurers of each such entity at all tiers. Seller agrees to release, defend, indemnify and hold harmless the Buyer Indemnitees, against any costs (including legal attorneys’ fees and court or arbitration costs), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with any defects in the Goods, Seller’s performance under this Purchase Order, or arising in any way from any act, omission, negligence or fault of Seller or those for whom Seller is responsible, even in the event of any concurrent or contributory negligence or fault on the part of any Buyer Indemnitee; provided, however, Seller will not be responsible hereunder to the extent of the sole negligence or fault of any Buyer Indemnitee as may be finally determined by a court or arbitrator. BUYER WILL NOT BE LIABLE TO SELLER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, EXEMPLARY OR INCIDENTAL OR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF OR RELATED TO THIS PURCHASE ORDER.