Common use of Indemnitees Clause in Contracts

Indemnitees. Except as otherwise required by law or as provided in Article 13, in no event shall any of the GBCI Indemnitees be liable to You or any third party, with respect to any and all claims, rights, claims for indemnification or otherwise, for any special, indirect, incidental, punitive, or consequential damages, including damages or costs due to loss of profits, tax credits, economic benefits, data, loss of goodwill, or personal or other property damage regarding this Agreement or resulting from or in connection with the performance of this Agreement by any GBCI Indemnitee or in connection with the WELL Program, any Optional Services, the WELL Building Standard, the WELL Portfolio program, the Project Type requirements, the Certification Guidebook, the Portfolio Guidebook, the Platform or any Application or form, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if such party has been notified of the likelihood of such damages occurring. Regardless of the foregoing, and except for claims of gross negligence, willful misconduct or indemnification obligations which are set forth in Article 13, (i) Your sole remedy vis a vis GBCI, GBCI Indemnitees and subcontractors shall be limited to a return of the amount of Fees paid by You under this Agreement; and (ii) in no event shall GBCI, GBCI Indemnitees or subcontractors be liable, in the aggregate, to You or any third party in excess of two (2) times the amount of Fees paid or payable by You under this Agreement; provided, however that this limit shall not be applicable in the event of any misappropriation or infringement of Your intellectual property rights, including but not limited to infringement or unauthorized use of Your marks, by GBCI or GBCI Indemnitees. Further, while GBCI takes reasonable efforts to ensure the functionality of the Platform, the application, and each form contained therein, any of the foregoing may contain calculative, programmatic or other errors, including errors that could result in interruption of service or loss of data or potentially cause a form to misrepresent whether Your Project meets feature requirements and, accordingly, in no event shall any GBCI Indemnitees be liable to You or any other third party for any such errors.

Indemnitees. Except as otherwise required (a) The Borrowers shall, jointly and severally, indemnify and hold harmless the Administrative Agent, the Arranger, each Lender, each Issuer and each of their respective Affiliates, and each of the respective officers, directors, employees, agents, advisors, attorneys and representatives of each of the foregoing (each an "Indemnitee") from and against any and all claims, damages, losses, liabilities and expenses (including reasonable fees and disbursements of counsel), joint or several, that may be incurred by law or as provided asserted or awarded against any such Indemnitee (including in Article 13connection with or relating to any investigation, litigation or proceeding or the preparation of any defense in connection therewith), in no event shall each case arising out of or in connection with or by reason of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, any Related Document, or any of the GBCI Indemnitees be liable to You transactions contemplated hereby or thereby or any third partyactual or proposed used of the proceeds of the Loans or Letters of Credit (collectively, the "Indemnified Matters"), except to the extent such claim, damage, loss, liability AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION or expense is found, in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, any of its directors, security holders or creditors, an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Without limiting the foregoing, "Indemnified Matters" shall include, without limitation, (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Borrower or any Subsidiary thereof involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Borrower or any Subsidiary thereof; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 49 U.S.C. xx.xx. 9601 et seq. and applicable state property transfer laws, whether, with respect to any and all claimsof such matters, rightssuch Indemnitee is a mortgagee pursuant to any leasehold mortgage, claims for indemnification a mortgagee in possession, the successor in interest to any Borrower or otherwise, for any special, indirect, incidental, punitiveSubsidiary thereof, or consequential damagesthe owner, including damages lessee or costs due operator of any property of any Borrower or any Subsidiary thereof by virtue of foreclosure, except, with respect to loss those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (A) incurred following foreclosure (or transfer of profitstitle to in lieu of foreclosure) by the Administrative Agent, tax credits, economic benefits, data, loss of goodwillany Lender or any Issuer, or personal or other property damage regarding this Agreement or resulting from or in connection with the performance of this Agreement by any GBCI Indemnitee or in connection with the WELL ProgramAdministrative Agent, any Optional Services, the WELL Building Standard, the WELL Portfolio program, the Project Type requirements, the Certification Guidebook, the Portfolio Guidebook, the Platform Lender or any Application Issuer having become the successor in interest to any Borrower or form, regardless any Subsidiary thereof and (B) attributable solely to acts of the cause of action Administrative Agent, such Lender or the theory of liability, whether in tort, contract, such Issuer or otherwise, even if such party has been notified any agent on behalf of the likelihood of Administrative Agent or such damages occurring. Regardless of the foregoing, and except for claims of gross negligence, willful misconduct or indemnification obligations which are set forth in Article 13, (i) Your sole remedy vis a vis GBCI, GBCI Indemnitees and subcontractors shall be limited to a return of the amount of Fees paid by You under this Agreement; and (ii) in no event shall GBCI, GBCI Indemnitees or subcontractors be liable, in the aggregate, to You or any third party in excess of two (2) times the amount of Fees paid or payable by You under this Agreement; provided, however that this limit shall not be applicable in the event of any misappropriation or infringement of Your intellectual property rights, including but not limited to infringement or unauthorized use of Your marks, by GBCI or GBCI Indemnitees. Further, while GBCI takes reasonable efforts to ensure the functionality of the Platform, the application, and each form contained therein, any of the foregoing may contain calculative, programmatic or other errors, including errors that could result in interruption of service or loss of data or potentially cause a form to misrepresent whether Your Project meets feature requirements and, accordingly, in no event shall any GBCI Indemnitees be liable to You or any other third party for any such errorsLender.

Indemnitees. Except as otherwise required (a) The Borrowers shall, jointly and severally, indemnify and hold harmless each Agent, each Arranger, each Lender, each Issuer and each of their respective Affiliates, and each of the respective officers, directors, employees, agents, advisors, attorneys and representatives of each of the foregoing (each an “Indemnitee”) from and against any and all claims, damages, losses, liabilities and expenses (including reasonable fees and disbursements of counsel), joint or several, that may be incurred by law or as provided asserted or awarded against any such Indemnitee (including in Article 13connection with or relating to any investigation, litigation or proceeding or the preparation of any defense in connection therewith), in no event shall each case arising out of or in connection with or by reason of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, any Subordinated Debt Document or any of the GBCI Indemnitees be liable to You transactions contemplated hereby or thereby or any third partyactual or proposed used of the proceeds of the Loans or Letters of Credit (collectively, the “Indemnified Matters”), except to the extent such claim, damage, loss, liability or expense is found, in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, any of its directors, security holders or creditors, an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Without limiting the foregoing, “Indemnified Matters” shall include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Borrower or any Subsidiary thereof involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Borrower or any Subsidiary thereof; (iii) any costs or liabilities incurred in connection with any Environmental Lien; and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 49 U.S.C. §§ 9601 et seq. and applicable state property transfer laws, whether, with respect to any and all claimsof such matters, rightssuch Indemnitee is a mortgagee pursuant to any leasehold mortgage, claims for indemnification a mortgagee in possession, the successor in interest to any Borrower or otherwise, for any special, indirect, incidental, punitiveSubsidiary thereof, or consequential damagesthe owner, including damages lessee or costs due operator of any property of any Borrower or any Subsidiary thereof by virtue of foreclosure, except, with respect to loss those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (A) incurred following foreclosure (or transfer of profitstitle to in lieu of foreclosure) by the Administrative Agent, tax credits, economic benefits, data, loss of goodwillany Lender or any Issuer, or personal or other property damage regarding this Agreement or resulting from or in connection with the performance of this Agreement by any GBCI Indemnitee or in connection with the WELL ProgramAdministrative Agent, any Optional Services, the WELL Building Standard, the WELL Portfolio program, the Project Type requirements, the Certification Guidebook, the Portfolio Guidebook, the Platform Lender or any Application Issuer having become the successor in interest to any Borrower or form, regardless any Subsidiary thereof and SECOND AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION (B) attributable solely to acts of the cause of action Administrative Agent, such Lender or the theory of liability, whether in tort, contract, such Issuer or otherwise, even if such party has been notified any agent on behalf of the likelihood of Administrative Agent or such damages occurring. Regardless of the foregoing, and except for claims of gross negligence, willful misconduct or indemnification obligations which are set forth in Article 13, (i) Your sole remedy vis a vis GBCI, GBCI Indemnitees and subcontractors shall be limited to a return of the amount of Fees paid by You under this Agreement; and (ii) in no event shall GBCI, GBCI Indemnitees or subcontractors be liable, in the aggregate, to You or any third party in excess of two (2) times the amount of Fees paid or payable by You under this Agreement; provided, however that this limit shall not be applicable in the event of any misappropriation or infringement of Your intellectual property rights, including but not limited to infringement or unauthorized use of Your marks, by GBCI or GBCI Indemnitees. Further, while GBCI takes reasonable efforts to ensure the functionality of the Platform, the application, and each form contained therein, any of the foregoing may contain calculative, programmatic or other errors, including errors that could result in interruption of service or loss of data or potentially cause a form to misrepresent whether Your Project meets feature requirements and, accordingly, in no event shall any GBCI Indemnitees be liable to You or any other third party for any such errorsLender.

Indemnitees. Except as otherwise required (a) The Borrowers shall, jointly and severally, indemnify and hold harmless the Administrative Agent, the Arranger, each Lender, each Issuer and each of their respective Affiliates, and each of the respective officers, directors, employees, agents, advisors, attorneys and representatives of each of the foregoing (each an "Indemnitee") from and against any and all claims, damages, losses, liabilities and expenses (including reasonable fees and disbursements of counsel), joint or several, that may be incurred by law or as provided asserted or awarded against any such Indemnitee (including in Article 13connection with or relating to any investigation, litigation or proceeding or the preparation of any defense in connection therewith), in no event shall each case arising out of or in connection with or by reason of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, any Related Document, or any of the GBCI Indemnitees be liable to You transactions contemplated hereby or thereby or any third partyactual or proposed used of the proceeds of the Loans or Letters of Credit (collectively, the "Indemnified Matters"), except to the extent such claim, damage, loss, liability or expense is found, in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.4 (Indemnitees) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, any of its directors, security holders or creditors, an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Without limiting the foregoing, "Indemnified Matters" shall include, without limitation, (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Borrower or any Subsidiary thereof involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Borrower or any Subsidiary thereof; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 49 U.S.C. §§ 9601 et seq. and applicable state property transfer laws, whether, with respect to any and all claimsof such matters, rightssuch Indemnitee is a mortgagee pursuant to any leasehold mortgage, claims for indemnification a mortgagee in possession, the successor in interest to any Borrower or otherwise, for any special, indirect, incidental, punitiveSubsidiary thereof, or consequential damagesthe owner, including damages lessee or costs due operator of any property of any Borrower or any Subsidiary thereof by virtue of foreclosure, except, with respect to loss those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (A) incurred following foreclosure (or transfer of profitstitle to in lieu of foreclosure) by the Administrative Agent, tax credits, economic benefits, data, loss of goodwillany Lender or any Issuer, or personal or other property damage regarding this Agreement or resulting from or in connection with the performance of this Agreement by any GBCI Indemnitee or in connection with the WELL ProgramAdministrative Agent, any Optional Services, the WELL Building Standard, the WELL Portfolio program, the Project Type requirements, the Certification Guidebook, the Portfolio Guidebook, the Platform Lender or any Application Issuer having become the successor in interest to any Borrower or form, regardless any Subsidiary thereof and (B) attributable solely to acts of the cause of action Administrative Agent, such Lender or the theory of liability, whether in tort, contract, such Issuer or otherwise, even if such party has been notified any agent on behalf of the likelihood of Administrative Agent or such damages occurring. Regardless of the foregoing, and except for claims of gross negligence, willful misconduct or indemnification obligations which are set forth in Article 13, (i) Your sole remedy vis a vis GBCI, GBCI Indemnitees and subcontractors shall be limited to a return of the amount of Fees paid by You under this Agreement; and (ii) in no event shall GBCI, GBCI Indemnitees or subcontractors be liable, in the aggregate, to You or any third party in excess of two (2) times the amount of Fees paid or payable by You under this Agreement; provided, however that this limit shall not be applicable in the event of any misappropriation or infringement of Your intellectual property rights, including but not limited to infringement or unauthorized use of Your marks, by GBCI or GBCI Indemnitees. Further, while GBCI takes reasonable efforts to ensure the functionality of the Platform, the application, and each form contained therein, any of the foregoing may contain calculative, programmatic or other errors, including errors that could result in interruption of service or loss of data or potentially cause a form to misrepresent whether Your Project meets feature requirements and, accordingly, in no event shall any GBCI Indemnitees be liable to You or any other third party for any such errorsLender.

Indemnitees. Except as otherwise required by law or as provided in Article 13, in no event shall any of the GBCI Indemnitees be liable to You or any third party, with respect to any and all claims, rights, claims for indemnification or otherwise, for any special, indirect, incidental, punitive, or consequential damages, including damages or costs due to loss of profits, tax credits, economic benefits, data, loss of goodwill, or personal or other property damage regarding this Agreement or resulting from or in connection with the performance of this Agreement by any GBCI Indemnitee or in connection with the WELL Program, any Optional Services, the WELL Building Standard, the WELL Portfolio program, the Project Type requirements, the Certification Guidebook, the Portfolio Guidebook, the Platform or any Application or form, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if such party has been notified of the likelihood of such damages occurring. Regardless of the foregoing, and except for claims of gross negligence, willful misconduct or indemnification obligations which are set forth in Article 13, (i) Your sole remedy vis a vis GBCI, GBCI Indemnitees and subcontractors shall be limited to a return of the amount of Fees paid by You under this Agreement; and (ii) in no event shall GBCI, GBCI Indemnitees or subcontractors be liable, in the aggregate, to You or any third party in excess of two (2) times the amount of Fees paid or payable by You under this Agreement; provided, however that this limit shall not be applicable in the event of any misappropriation or infringement of Your intellectual property rights, including but not limited to infringement or unauthorized use of Your marksthe Marks, by GBCI or GBCI Indemnitees. Further, while GBCI takes reasonable efforts to ensure the functionality of the Platform, the application, and each form contained therein, any of the foregoing may contain calculative, programmatic or other errors, including errors that could result in interruption of service or loss of data or potentially cause a form to misrepresent whether Your Project meets feature requirements and, accordingly, in no event shall any GBCI Indemnitees be liable to You or any other third party for any such errors.