Common use of Indemnity and Liability Clause in Contracts

Indemnity and Liability. The following is Applicable to Agreements between the Electric Utility and to all Customers except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party shall indemnify the other Party, its directors, officers, agents, and employees against all loss, damages, expense and liability to third persons for injury to or death of persons or injury to property caused by the indemnifying party's engineering, design, construction, ownership, maintenance or operations of, or the making of replacements, additions or betterment to, or by failure of, any of such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive. The indemnifying Party shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs that may be incurred by the other Party in enforcing this indemnity. It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this paragraph shall be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party to this Agreement. Neither the Electric Utility, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. The following is Applicable to Agreements between the Electric Utility Cooperative and to all Customers except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party shall indemnify the other Party, its directors, officers, agents, and employees against all loss, damages, expense and liability to third persons for injury to or death of persons or injury to property caused by the indemnifying party's engineering, design, construction, ownership, maintenance or operations of, or the making of replacements, additions or betterment to, or by failure of, any of such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive. The indemnifying Party shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs that may be incurred by the other Party in enforcing this indemnity. It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed followed, and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this paragraph shall be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party to this Agreement. Neither the Electric UtilityCooperative, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. The following is Applicable Except to Agreements between the Electric Utility and to all Customers except extent caused by the State negligent acts or omissions or willful misconduct of Arkansas and any entities thereof, local governments and federal agencies: Each Party shall indemnify the other PartyLandlord, its directorsaffiliates, officersand their respective employees, agents, and employees against contractors, (a) Tenant shall indemnify and save Landlord harmless from any and all lossclaims, damages, expense costs and liability expenses, including reasonable attorneys’ fees arising from Tenant’s use and occupancy of the Property, and (b) Landlord shall not be liable, and Tenant waives all claims for damage to third persons for injury person or property sustained by Tenant, its employees or agents, resulting from the condition of the Property or as may result from any accident in or about the Property or which may be the result directly or indirectly from any act or neglect to or death the Property of persons or injury which the Lease is a part. Except to property the extent caused by the indemnifying party's engineeringnegligent acts or omissions or willful misconduct of Landlord, designits affiliates, constructionand their respective employees, ownershipagents, maintenance and contractors, (i) Landlord shall not be responsible or operations ofliable at any time for any loss or damage to Tenant’s merchandise, equipment, fixtures or other personal property of Tenant or Tenant’s business; (ii) Landlord shall not be responsible or liable to Tenant or those claiming by, through or under Tenant for any loss or damage to either the person or property of Tenant that may be occasioned by or through the acts or omissions of persons occupying adjacent, connecting or adjoining property; (iii) Landlord shall not be responsible or liable for any defect, latent or otherwise, in any building constituting the Property or any of the equipment, machinery, utilities, appliances or apparatus therein, nor shall it be responsible or liable for any injury, loss or damage to any person or to any property of Tenant or other person caused or resulting from bursting, breakage, or by or from leakage, ice, running, backing up, seepage, or the making overflow of replacementswater or sewage in any part of the Property or from any injury or damage caused by or resulting from acts of God or the elements. In the event Landlord transfers this lease, additions except as collateral security for a loan, upon such transfer Landlord will be released from all liability and obligations under this Lease arising or betterment to, or by failure of, any accruing on and after the date of such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive. The indemnifying Party shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs that may be incurred by the other Party in enforcing this indemnity. It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this paragraph shall be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party to this Agreement. Neither the Electric Utility, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entitytransfer.

Indemnity and Liability. The following is Applicable to Agreements between the Electric Utility Company will indemnify and to all Customers except the State hold harmless each of Arkansas and any entities thereof, local governments and federal agencies: Each Party shall indemnify the other PartySponsor, its directorsaffiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, agentsdirectors, employees, agents and employees representatives (each such Person being an “Indemnified Party”) from and against any and all losslosses, damagesclaims, expense damages and liability to third persons for injury to liabilities, whether joint or death several, expenses of persons any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or injury to property caused by the indemnifying party's engineeringproceedings, designwhether civil, constructioncriminal, ownershipadministrative, maintenance arbitral or operations ofinvestigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the making of replacements“Liabilities”), additions or betterment related to, arising out of or by failure of, any of such Party's works or facilities used in connection with the advisory and consulting services contemplated by this Agreement or the engagement of Sponsor pursuant to, and the performance by reason Sponsor of omission or negligencethe services contemplated by, this Agreement, and any other action taken by an Indemnified Party on behalf of the Company, whether active or passivenot pending or threatened, and any other action taken by an Indemnified Party on behalf of the Company, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The indemnifying Company will reimburse any Indemnified Party shallfor all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or proceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other Party's requesthand, defend any suit asserting is, or is reasonably likely to become, a claim covered by this indemnity. The indemnifying party, such Indemnified Party shall pay all costs that may be incurred by have the other Party in enforcing this indemnity. It is right to employ one separate counsel at the intent expense of the Parties hereto that, where negligence is determined Company and to be contributory, principles control its own defense of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this paragraph shall be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party to this Agreement. Neither the Electric Utility, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of such action, claim, suit, investigation or any other liability proceeding if, in the reasonable opinion of any nature counsel to such Indemnified Party, a conflict or kindpotential conflict exists between the Company, arising out of on the engineeringone hand, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.and such

Indemnity and Liability. The following is Applicable to Agreements between the Electric Utility Company and to all Customers except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party shall indemnify the other Party, its directors, officers, agents, and employees against all loss, damages, expense and liability to third persons for injury to or death of persons or injury to property caused by the indemnifying party's engineering, design, construction, ownership, maintenance or operations of, or the making of replacements, additions or betterment to, or by failure of, any of such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive. The indemnifying Party shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs that may be incurred by the other Party in enforcing this indemnity. It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this paragraph shall be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party to this Agreement. Neither the Electric UtilityCompany, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. The following is Applicable Company hereby agrees to Agreements between the Electric Utility indemnify and to all Customers except the State hold harmless each of Arkansas Broadband Capital and any entities thereofBroadband Advisory, local governments their respective affiliates and federal agencies: Each Party shall indemnify the other Partypartners (both general and limited), its directorsand their respective members (both managing and otherwise), managers, fiduciaries, officers, agentsdirectors, employees, agents and employees representatives (each such Person being an “Indemnified Party”) from and against any and all losslosses, damagesclaims, expense damages and liability to third persons for injury to liabilities, whether joint or death several, costs and expenses of persons any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or injury to property caused by the indemnifying party's engineeringproceedings, designwhether civil, constructioncriminal, ownershipadministrative, maintenance arbitral or operations ofinvestigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the making of replacements“Liabilities”), additions or betterment related to, arising out of or by failure of, any of such Party's works or facilities used in connection with the advisory and consulting services contemplated by this Agreement or the engagement of Broadband Capital and Broadband Advisory (or any of their respective affiliates) pursuant to, and the performance by reason Broadband Capital and Broadband Advisory (or any of omission or negligencetheir respective affiliates) of the services contemplated by, this Agreement, and any other action taken by an Indemnified Party on behalf of Company, whether active or passivenot pending or threatened, and any other action taken by an Indemnified Party on behalf of Company, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by Company. The indemnifying Company will reimburse any Indemnified Party shallfor all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto; provided that, subject to the following sentence, Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or proceeding in which both Company or one or more of its subsidiaries (if any), on the one hand, and an Indemnified Party, on the other Party's requesthand, defend any suit asserting is, or is reasonably likely to become, a claim covered by this indemnity. The indemnifying party, such Indemnified Party shall pay have the right to employ one separate counsel at the expense of Company and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. Company will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, suit, investigation, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all costs liability arising or that may be incurred by the other Party in enforcing this indemnityarise out of such claim, suit, investigation, action or proceeding. It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each No Indemnified Party shall bear settle or compromise any claim that is subject to indemnification hereunder without the proportionate cost consent of Company; provided that Company is not in breach of its indemnification obligations hereunder. Company will not be liable under the foregoing indemnification provision with respect to any Indemnified Party to the extent that any loss, claim, damage, liability, cost or expense and liability attributable is determined by a court, in a final judgment from which no further appeal may be taken, to that have resulted primarily from the gross negligence or willful misconduct by an Indemnified Party’s negligence. Nothing in this paragraph If an Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be applicable refunded to the Parties extent it is finally judicially determined that the Liabilities in any agreement entered into with question resulted primarily from the State gross negligence or willful misconduct of Arkansas such Indemnified Party. For purposes of this Section 9, “gross negligence or any entities thereofwillful misconduct” will be deemed to have been “finally judicially determined” only if so found in a final non-appealable judgment of a court of competent jurisdiction to such effect. As used herein, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement the term “Person” shall be construed to waive in the sovereign immunity of the State of Arkansas broadest sense and means and includes a natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and any other entity and any federal, state, municipal, foreign or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty toother government, any standard of care with reference to governmental department, commission, board, bureau, agency or any liability to any person not a Party to this Agreement. Neither the Electric Utility, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of actioninstrumentality, or any other liability private or public court or tribunal. Company agrees that if and to the extent that any indemnification sought by any Indemnified Party pursuant to this Section 9 is unavailable for any reason, then Company agrees to make the maximum contribution to the payment and satisfaction of each of the Liabilities which is permissible under applicable law. The rights of any nature Indemnified Party to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer instrument referenced above or any other person agreement or entityinstrument to which such Indemnified Party is or becomes a party or is or otherwise becomes, a beneficiary or under law or regulations.

Indemnity and Liability. The following is Applicable to Agreements between the Electric Utility and to all Customers except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party shall indemnify the other Party, its directors, officers, agents, and employees against all loss, damagesdamage, expense expense, and liability liability, including attorney’s fees and costs, to third persons for injury to or death of persons person or injury to property property, proximately caused by the indemnifying party's engineering, design, Party’s construction, ownership, maintenance or operations ofoperation, or the making of replacements, additions or betterment tomaintenance of, or by failure of, any of such Party's ’s works or on facilities used in connection with this Agreement by reason of omission or negligence, whether active or passiveAgreement. The indemnifying Party shall, on the other Party's ’s request, defend any suit asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs that may be incurred by the other Party in enforcing this indemnity. It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this paragraph shall be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, to any standard of care with reference to or any liability to any person not a Party to this Agreement. Neither The Owner shall be required to procure and maintain, at its sole expense, insurance covering liability or loss of any type or kind whatsoever resulting in any way from, in connection with, or arising out of performance of this Agreement by the Electric UtilityOwner while this Agreement is in effect. All policies of insurance procured to comply with this Agreement shall include clauses, amendments, or endorsements that provide that the insurer and the Owner waive any rights to recover against LES, its directors, officers, agents and employees under subrogation or any other theory. The Owner also agrees that all policies of insurance procured under this Agreement and all liability policies of any subcontractor performing operations or work under this Agreement on behalf of the Owner will be endorsed to provide that LES, its directors, officers, and employees shall be liable for any claimsadditional insureds. At the time of execution of this Agreement, demandsthe Owner will provide a certificate of insurance to LES, costsin a form acceptable to LES, losses, causes of action, or any other liability of any nature or kind, arising out evidencing that satisfactory insurance coverage of the engineering, design, construction, ownership, maintenance or operation of, or type and limits required herein has been procured. The Owner shall maintain the making following insurance during term of replacements, additions or betterment to, or by failure of, this Agreement at the Customer's facilities by the Customer or any other person or entity.limits specified below:‌‌‌

Indemnity and Liability. The following is Applicable to Agreements between the Electric Utility Cooperative and to all Customers and Owners except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party shall indemnify the other Party, its directors, officers, agents, and employees against all loss, damages, expense and liability to third persons for injury to or death of persons or injury to property caused by the indemnifying party's engineering, design, construction, ownership, maintenance or operations of, or the making of replacements, additions or betterment to, or by failure of, any of such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive. The indemnifying Party shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs that may be incurred by the other Party in enforcing this indemnity. It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this paragraph shall be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party to this Agreement. Neither the Electric UtilityCooperative, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. The following is Applicable to Agreements between Company will indemnify and hold harmless the Electric Utility and to all Customers except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party shall indemnify the other PartySponsor, its directorsaffiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, agentsdirectors, employees, agents and representatives (each such Person being an "INDEMNIFIED PARTY") from and against any and all losses, claims, damages and liabilities, whether joint or several, expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the "LIABILITIES"), related to, arising out of or in connection with the advisory and consulting services contemplated by this Agreement or the engagement of the Sponsor pursuant to, and employees against all loss, damages, expense and liability to third persons for injury to or death of persons or injury to property caused the performance by the indemnifying party's engineeringSponsor of the services contemplated by, designthis Agreement, construction, ownership, maintenance or operations of, or and any other action taken by an Indemnified Party on behalf of the making of replacements, additions or betterment to, or by failure of, any of such Party's works or facilities used Company in connection with this Agreement by reason of omission or negligenceAgreement, whether active or passivenot pending or threatened, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The indemnifying Company will reimburse any Indemnified Party shallfor all reasonable costs and expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or proceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Company and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party's request, defend any suit asserting a claim covered by this indemnityconflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. The indemnifying Company agrees that it will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, suit, investigation, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, suit, investigation, action or proceeding. Provided the Company is not in breach of its indemnification obligations hereunder, no Indemnified Party shall pay all costs that may be incurred by settle or compromise any claim subject to indemnification hereunder without the other Party in enforcing this indemnity. It is the intent consent of the Parties hereto thatCompany. The Company will not be liable under the foregoing indemnification provision with respect to any Indemnified Party, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of extent that any loss, claim, damage, liability, cost or expense and liability attributable is determined by a court, in a final judgment from which no further appeal may be taken, to that have resulted primarily from the gross negligence or willful misconduct by an Indemnified Party’s negligence. Nothing in this paragraph If an Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be applicable refunded to the Parties extent it is finally judicially determined that the Liabilities in question resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. The Company agrees that if any indemnification sought by any Indemnified Party pursuant to this Section 4 is unavailable for any reason or is insufficient to hold the Indemnified Party harmless against any Liabilities referred to herein, then the Company shall contribute to the Liabilities for which such indemnification is held unavailable or insufficient in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the transactions which gave rise to such Liabilities or, if such allocation is not permitted by applicable law, not only such relative benefits but also the relative faults of the Company, on the one hand, and the Indemnified Party, on the other hand, as well as any other equitable considerations, subject to the limitation that in any agreement entered into event the aggregate contribution by the Indemnified Parties to all Liabilities with respect to which contribution is available hereunder shall not exceed the fees actually received by the Sponsors in connection with the State transaction which gave rise to such Liabilities (excluding any amounts paid as reimbursement of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party to this Agreement. Neither the Electric Utility, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entityexpenses).

Indemnity and Liability. The following is Applicable to Agreements between the Electric Utility and to all Customers and Owners except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party shall indemnify the other Party, its directors, officers, agents, and employees against all loss, damages, expense and liability to third persons for injury to or death of persons or injury to property caused by the indemnifying party's Name of Company: Xxxxx Xxxx Electric Cooperative Corporation Kind of Service: Electric Class of Service: All Part III. Rate Schedule No. 20 Title: LEGACY NET-METERING PSC File Mark Only engineering, design, construction, ownership, maintenance or operations of, or the making of replacements, additions or betterment to, or by failure of, any of such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive. The indemnifying Party shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs that may be incurred by the other Party in enforcing this indemnity. It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this paragraph shall be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party to this Agreement. Neither the Electric Utility, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. The following is Applicable to Agreements between the Electric Utility Cooperative and to all Customers except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party shall indemnify the other Party, its directors, officers, agents, and employees against all loss, damages, expense and liability to third persons for injury to or death of persons or injury to property caused by the indemnifying party's engineering, design, construction, ownership, maintenance or operations of, or the making of replacements, additions or betterment to, or by failure of, any of such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive. The indemnifying Party shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs that may be incurred by the other Party in enforcing this indemnity. It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this paragraph shall be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party to this Agreement. Neither the Electric UtilityCooperative, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. The following is Applicable to Agreements between Company will indemnify and hold harmless the Electric Utility and to all Customers except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party shall indemnify the other PartySponsor, its directorsaffiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, agentsdirectors, employees, agents and employees representatives (each such Person being an "Indemnified Party") from and against any and all losslosses, damagesclaims, expense damages and liability to third persons for injury to liabilities, whether joint or death several, expenses of persons any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or injury to property caused by the indemnifying party's engineeringproceedings, designwhether civil, constructioncriminal, ownershipadministrative, maintenance arbitral or operations ofinvestigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the making of replacements"Liabilities"), additions or betterment related to, arising out of or by failure of, any of such Party's works or facilities used in connection with the advisory and consulting services contemplated by this Agreement or the engagement of the Sponsor pursuant to, and the performance by reason the Sponsor of omission or negligencethe services contemplated by, this Agreement, and any other action taken by an Indemnified Party on behalf of the Company, whether active or passivenot pending or threatened, and any other action taken by an Indemnified Party on behalf of the Company, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The indemnifying Company will reimburse any Indemnified Party shallfor all reasonable costs and expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or proceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Company and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party's request, defend any suit asserting a claim covered by this indemnityconflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. The indemnifying Company agrees that it will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, suit, investigation, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, suit, investigation, action or proceeding. Provided the Company is not in breach of its indemnification obligations hereunder, no Indemnified Party shall pay all costs that may be incurred by settle or compromise any claim subject to indemnification hereunder without the other Party in enforcing this indemnity. It is the intent consent of the Parties hereto thatCompany. The Company will not be liable under the foregoing indemnification provision with respect to any Indemnified Party, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of extent that any loss, claim, damage, liability, cost or expense and liability attributable is determined by a court, in a final judgment from which no further appeal may be taken, to that have resulted primarily from the gross negligence or willful misconduct by an Indemnified Party’s negligence. Nothing in this paragraph If an Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be applicable refunded to the Parties extent it is finally judicially determined that the Liabilities in question resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. The Company agrees that if any indemnification sought by any Indemnified Party pursuant to this Section 4 is unavailable for any reason or is insufficient to hold the Indemnified Party harmless against any Liabilities referred to herein, then the Company shall contribute to the Liabilities for which such indemnification is held unavailable or insufficient in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the transactions which gave rise to such Liabilities or, if such allocation is not permitted by applicable law, not only such relative benefits but also the relative faults of the Company, on the one hand, and the Indemnified Party, on the other hand, as well as any other equitable considerations, subject to the limitation that in any agreement entered into event the aggregate contribution by the Indemnified Parties to all Liabilities with respect to which contribution is available hereunder shall not exceed the fees actually received by the Sponsors in connection with the State transaction which gave rise to such Liabilities (excluding any amounts paid as reimbursement of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party to this Agreement. Neither the Electric Utility, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entityexpenses).

Indemnity and Liability. The following is Applicable to Agreements between the Electric Utility Cooperative and to all Customers and Owners except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party shall indemnify the other Party, its directors, officers, agents, and employees against all loss, damages, expense and liability to third persons for injury to or death of persons or injury to property caused by the indemnifying party's engineering, design, construction, ownership, maintenance or operations of, or the making of replacements, additions or betterment to, or by failure of, any of such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive. The indemnifying Party shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs that may be incurred by the other Party in enforcing this indemnity. It is the intent of the Parties hereto that, ,where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this paragraph shall be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party to this Agreement. Neither the Electric UtilityCooperative, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. The following is Applicable to Agreements between the Electric Utility Company and to all Customers and Owners except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party shall indemnify the other Party, its directors, officers, agents, and employees against all loss, damages, expense and liability to third persons for injury to or death of persons or injury to property caused by the indemnifying party's engineering, design, construction, ownership, maintenance or operations of, or the making of replacements, additions or betterment to, or by failure of, any of such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive. The indemnifying Party shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs that may be incurred by the other Party in enforcing this indemnity. It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this paragraph shall be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party to this Agreement. Neither the Electric UtilityCompany, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entity.

Indemnity and Liability. The following is Applicable Supplier shall indemnify and keep fully and effectively indemnified ODEON and the ODEON Affiliates on demand against any and all liabilities, costs, expenses, damages and/or losses awarded against, or suffered, incurred or paid by ODEON or any ODEON Affiliate(s) arising out of or in connection with: any death of or personal injury to Agreements between any employee(s), agent(s) and/or sub-contractor(s) of ODEON or any ODEON Affiliate(s), or to any third party, arising out of or in connection with defects in the Electric Utility and Services, in each case to all Customers except the State extent that such defects are attributable to any act(s) or omission(s) of Arkansas the Supplier and/or any of its employees, agents or subcontractors; any property (or other physical) damage suffered by any employee(s), agent(s) or sub-contractor(s) of ODEON or any ODEON Affiliate(s), or to any third party, arising out of or in connection with any act(s) or omission(s) of the Supplier and/or any of its employees, agents or subcontractors; and any entities thereofclaim made against ODEON or any ODEON Affiliate that the receipt, local governments use or supply of the Services and federal agencies: Each Party the Deliverables (excluding the ODEON Materials) infringes the Intellectual Property Right of any third party. Subject to clauses 10.2 and 10.4, neither party shall indemnify be liable for any indirect or consequential loss suffered or incurred by the other Party, its directors, officers, agents, and employees against all loss, damages, expense and liability to third persons for injury to party which arises under or death of persons or injury to property caused by the indemnifying party's engineering, design, construction, ownership, maintenance or operations of, or the making of replacements, additions or betterment to, or by failure of, any of such Party's works or facilities used in connection with this Agreement by reason of omission or a Territory Agreement. Subject to clause 10.4, each party’s liability in contract, tort (including negligence, whether active ) or passive. The indemnifying Party shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs that may be incurred by the other Party otherwise howsoever arising under or in enforcing this indemnity. It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and connection with each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this paragraph shall be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Territory Agreement shall be construed limited as follows: for any liability arising under clause ‎12 (Data Protection), each party’s liability shall be limited to waive the sovereign immunity higher of (i) £500,000 or (ii) 150% of the State total Charges paid or payable under the Territory Agreement; and for any other loss or damage, each party’s liability shall be limited to the higher of Arkansas (i) £250,000 or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against (ii) 200% of the statetotal Charges paid or payable under the Territory Agreement. Nothing in this Agreement or the Territory Agreement shall be construed to create any duty to, any standard of care with reference to limit or any liability to any person not a Party to this Agreement. Neither the Electric Utility, exclude either party’s liability: arising under clause 13 (Confidentiality); arising under clause ‎10.1; for death or personal injury arising from its officers, agents negligence; for fraudulent misrepresentation; or employees shall be liable for any claims, demands, costs, losses, causes other matter in respect of action, which liability cannot be limited or any other liability excluded by operation of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entitylaw.

Indemnity and Liability. The following is Applicable to Agreements between the Electric Utility Cooperative and to all Customers Members except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party shall indemnify the other Party, its directors, officers, agents, and employees against all loss, damages, expense and liability to third persons for injury to or death of persons or injury to property caused by the indemnifying party's engineering, design, construction, ownership, maintenance or operations of, or the making of replacements, additions or betterment to, or by failure of, any of such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive. The indemnifying Party shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs that may be incurred by the other Party in enforcing this indemnity. It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed followed, and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this paragraph shall be applicable to the Parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party to this Agreement. Neither the Electric UtilityCooperative, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the CustomerMember's facilities by the Customer Member or any other person or entity.

Indemnity and Liability. The following is Applicable applicable to Agreements between the Electric Utility and to all Customers except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party shall indemnify the other Partyparty, its directors, officers, agents, and employees against all loss, damages, damages expense and liability to third persons for injury to or death of persons or injury to property caused by the indemnifying party's ’s engineering, design, construction, ownership, maintenance ownership or operations of, or the making of replacements, additions or betterment betterments to, or by failure of, any of such Party's party’s works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive. The indemnifying Party party shall, on the other Party's party’s request, defend any suit asserting a claim covered by this indemnity. The indemnifying Party party shall pay all costs that may be incurred by the other Party party in enforcing this indemnity. It is the intent of the Parties parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Partyparty’s negligence. Nothing in this paragraph shall be applicable to the Parties parties in any agreement entered into with the State of Arkansas or any entities thereof, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party party to this Agreement. Neither the Electric Utility, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by the failure of, the Customer's ’s facilities by the Customer or any other person or entity.

Indemnity and Liability. The following is Applicable Parties each represent and warrant that it has legal power, authority and right to Agreements between the Electric Utility enter into this Agreement and to all Customers except perform its respective obligations under this Agreement. The Parties each represents and warrants that at the State Effective Date, it is not a party to any other agreement, arrangement or understanding with any third-party which prevents it from fulfilling any of Arkansas its material obligations under this Agreement. The Parties each represent and any entities thereofwarrant that the execution, local governments and federal agencies: Each Party shall indemnify the other Party, its directors, officers, agentsdelivery, and employees against all loss, damages, expense and liability to third persons for injury to performance of this Agreement will not result in a breach or death of persons or injury to property caused by the indemnifying party's engineering, design, construction, ownership, maintenance or operations violation of, or the making of replacementsconstitute a default under, additions or betterment toany statute, regulation, court order, or other law or agreement or instrument to which it is a party or by failure ofwhich it is bound. BI MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WHATSOEVER AND SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT RIGHTS, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE. ORG hereby indemnifies and holds BI harmless from and against any and all claims, liabilities, losses, expenses, costs and damages whatsoever asserted by any third-party arising out of such Party's works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive. The indemnifying Party shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs that may be incurred by the other Party in enforcing this indemnity. It is the intent use of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this paragraph shall be applicable to the Parties in any agreement entered into with the State of Arkansas Products by ORG or any entities thereofits employees, or with local governmental entities the use, handling, storage, manufacturing, sale or federal agenciesdisposal of any Products or data derived from the HepaRG Cells and/or Media. Furthermore, nothing in CONSEQUENCES OF TERMINATION Upon termination of this Agreement : ORG shall cease using and, at BPI’s request, destroy or return to BI any HepaRG Cells and Media in ORG’s possession or control. In the case of any unused Media which has been properly stored and returned to BI in usable condition, BPI shall reimburse ORG for the amounts paid for such Media. If BI instructs ORG to destroy HepaRG Cells, such destruction shall be construed attested to waive in written communication to BI by an individual other than PS, but of at least the sovereign immunity of the State of Arkansas or any entities thereofsame rank within ORG. The Arkansas State Claims Commission has exclusive jurisdiction over claims against sublicense rights granted by BI to ORG shall terminate immediately. ORG shall pay to BI within thirty (30) days all sums due to BI which have accrued prior to the state. Nothing in this Agreement shall be construed to create any duty to, any standard date of care with reference to termination or any liability to any person not a Party to this Agreement. Neither the Electric Utility, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entityexpiry.

Indemnity and Liability. Except to the extent of their negligence or intentional misconduct, neither the Government, the Department, The following is Applicable University of Chicago, nor persons acting on their behalf will be responsible for any injury to Agreements between or death of persons or other living things or damage to or destruction of property or for any other loss, damage or injury of any kind whatsoever resulting from the Electric Utility performance of services or furnishings of materials hereunder. NEITHER THE GOVERNMENT, THE DEPARTMENT, THE UNIVERSITY OF CHICAGO, NOR PERSONS ACTING ON THEIR BEHALF MAKES ANY WARRANTY, EXPRESS OR IMPLIED (1) WITH RESPECT TO THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION FURNISHED HEREUNDER, (2) THAT THE USE OF ANY SUCH INFORMATION MAY NOT INFRINGE PRIVATELY OWNED RIGHTS, (3) THAT THE SERVICES, MATERIALS, OR INFORMATION FURNISHED HEREUNDER WILL NOT RESULT IN INJURY OR DAMAGE WHEN USED FOR ANY PURPOSE, AND (4) THAT THE SERVICES, MATERIALS OR INFORMATION FURNISHED HEREUNDER WILL ACCOMPLISH THE INTENDED RESULTS OR ARE SAFE FOR ANY PURPOSE INCLUDING THE INTENDED PURPOSE. Neither the Government, the Department, The University of Chicago, nor persons acting on their behalf will be responsible, irrespective of causes, for failure to perform the services or furnish the materials or information hereunder at any particular time or in any specific manner. Notwithstanding the foregoing, The University of Chicago's only rights to terminate this Agreement are set forth in Article I. below. To the extent permitted by law and to all Customers except the State extent of Arkansas its negligence or intentional misconduct, User agrees to indemnify and any entities thereofsave harmless the Government, local governments and federal agencies: Each Party shall indemnify the other PartyDepartment, its directors, officers, agentsThe University of Chicago, and employees against persons acting on their behalf from (1) all lossliability, damagesincluding costs and expenses incurred, expense resulting from the User's use or disclosure of any information in whatever form, furnished hereunder, and (2) all liability to third any persons including the User for injury to or death of persons or other living things or injury to or destruction of property caused arising out of performance by the indemnifying party's engineeringGovernment, designthe Department, construction, ownership, maintenance or operations ofThe University of Chicago, or the making of replacements, additions or betterment topersons acting on their behalf under this Agreement, or arising out of the use of the services performed, materials supplied, or information given hereunder by failure ofany person including the User, any and not directly resulting from the fault or negligence of such Party's works the Government, the Department, The University of Chicago, or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passivepersons acting on their behalf. The indemnifying Party shallforegoing provisions shall have no application to public liability for nuclear incident as defined and provided for in the Atomic Energy Act of 1954, as amended. To the extent permitted by law, User agrees to indemnify the Government, the Department, The University of Chicago, and persons acting on their behalf against liability of any kind (including costs and expenses incurred) for the other Party's requestuse, defend by or at the direction of User, of any suit asserting a claim covered by invention or discovery and for the infringement of any Letters Patent (not including liability, arising pursuant to Section 183, Title 35 (1952), U.S. Code, prior to the issuance of Letters Patent) occurring in the performance of this indemnityAgreement. The indemnifying Party shall pay all costs that may be incurred by the other Party in enforcing this indemnity. It is the intent of the Parties hereto that, where negligence is determined to be contributory, principles of comparative negligence User will be followed held liable for costs and each Party shall bear the proportionate cost of any expenses resulting from loss, damage, expense and liability attributable destruction, misuse, or alteration to that Party’s negligence. Nothing in this paragraph shall be applicable or of Government property to the Parties in any agreement entered into with the State of Arkansas or any entities thereofextent that such loss, damage, destruction, misuse, or with local governmental entities alteration is caused or federal agencies. Furthermore, nothing in this Agreement shall be construed contributed to waive the sovereign immunity of the State of Arkansas or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party to this Agreement. Neither the Electric Utility, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer intentional or any other person negligent act of User or entityits employees or representatives.

Indemnity and Liability. The following is Applicable to Agreements between the Electric Utility and to all Customers except the State of Arkansas and any entities thereof, local governments and federal agencies: Each Party party shall indemnify the other Partyparty, its directors, officers, agents, and employees against all loss, damages, damages expense and liability to third persons for injury to or death of persons or injury to property caused by the indemnifying party's engineering, ’s engineering design, construction, ownership, maintenance construction ownership or operations of, or the making of replacements, additions or betterment to, or by failure of, any of such Party's party’s works or facilities used in connection with this Agreement by reason of omission or negligence, whether active or passive. The indemnifying Party party shall, on the other Party's party’s request, defend any suit asserting a claim covered by this indemnity. The indemnifying Party party shall pay all costs that may be incurred by the other Party party in enforcing this indemnity. It is the intent of the Parties parties hereto that, where negligence is determined to be contributory, principles of comparative negligence will be followed and each Party party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Partyparty’s negligence. Nothing in this paragraph shall be applicable In the event the Customer is obligated hereunder to indemnify the Cooperative pursuant to the Parties in preceding paragraph or otherwise and fails to do so within 60 days following notice given to the Customer by the Cooperative (the “Delinquent Payment”), the Cooperative may set off against any agreement entered into with monies or balances currently payable or declared which are or may become due the State of Arkansas or any entities thereofCustomer by the Cooperative the Delinquent Payments, or with local governmental entities or federal agencies. Furthermore, nothing in this Agreement shall be construed up to waive the sovereign immunity full extent of the State of Arkansas monies or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the statebalances. Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to or any liability to any person not a Party party to this Agreement. Neither the Electric UtilityCooperative, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, design construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's ’s facilities by the Customer or any other person or entity.

Indemnity and Liability. Institution (“Indemnifying Party”) shall indemnify UCL (“Indemnified Party”) and its Council members, advisory body members, officers, directors, employees and agents fully against any liability, loss, claim, damage, cost, expense (including legal fees), or proceedings whatsoever arising under any statute or at common law in respect of: any damage to property, real or personal, including any infringement of third party Intellectual Property Rights; any injury to persons, including injury resulting in death; in each case arising out of or in the course of or in connection with the Indemnifying Party’s performance of its obligations under this Agreement, including but not limited to conduct of the Research and the use or misuse of Data, except to the extent that such damage or injury shall be due to any act or omission of the Indemnified Party. The following is Applicable Indemnifying Party shall at its own expense conduct any litigation arising from any such claims, demands, actions or proceedings and all the negotiations for the settlement of the same and the Indemnified Party hereby agrees to Agreements between grant the Electric Utility Indemnifying Party exclusive control of any such litigation or the negotiations for the settlement of the same, subject to the Indemnifying Party indemnifying the Indemnified Party in accordance with Clause 12.1 and provided that such settlement shall not make any concession on the part of the Indemnified Party aside from those to all Customers except be funded by the State of Arkansas and any entities thereof, local governments and federal agencies: Indemnifying Party pursuant to the indemnity. Each Party shall indemnify promptly notify the other Party if any claim or demand is made or action brought against the Institution for infringement or alleged infringement of Intellectual Property Rights which might affect the Research. Without prejudice to the provisions of Clause 12.1 the Indemnifying Party shall throughout the period of this Agreement ensure that it has appropriate arrangements in place to meet its obligations and liabilities under this Agreement either through insurance or directly from public funds. The Data are research products. UCL gives no undertaking, warranty or representation that the Data, are of satisfactory quality, fit for any particular purpose, correspond to any description or sample or that the Data will not infringe the intellectual property rights of any third party insofar as the foregoing may legally be excluded. The Results generated from the Research are research products. Neither Party gives an undertaking, warranty or representation that the Results are of a satisfactory quality (subject to Clause 3.6), fit for any particular purpose, correspond to any description or sample and that they will not infringe the IPR of any third party in so far as the foregoing may legally be excluded. In no event will UCL be liable for any use of Data by the Institution. In no event will one Party be liable for the use of their Results and IPR by the other Party, its directors, officers, agents, and employees against all loss, damages, expense and liability . Each Party undertakes to third persons for injury to or death of persons or injury to property caused by the indemnifying party's engineering, design, construction, ownership, maintenance or operations of, or the making of replacements, additions or betterment to, or by failure of, any of such Party's works or facilities used make no claim in connection with this Agreement by reason against any employees, students, agents or appointees of omission the other Party (apart from claims based on fraud or negligencewilful misconduct). This undertaking is intended to give protection to individual researchers and officers, whether active or passive. The indemnifying and does not prejudice any right which one Party shall, on might have to claim against the other Party's request, defend any suit asserting a claim covered by this indemnity. The indemnifying liability of any Party shall pay all costs that may be incurred by the for any breach of this Agreement, or arising in any other Party in enforcing this indemnity. It is the intent way out of the Parties hereto thatsubject-matter of this Agreement, where negligence is determined will not extend to be contributory, principles loss of comparative negligence will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and liability attributable to that Party’s negligence. Nothing in this paragraph shall be applicable to the Parties in any agreement entered into with the State of Arkansas business or any entities thereofprofit, or with local governmental entities to any indirect or federal agenciesconsequential damages or losses. Furthermore, Notwithstanding the provisions of this clause 12 nothing in this Agreement shall limits or excludes either party's liability for: death or personal injury; any fraud or for any sort of liability that, by law, cannot be construed to waive the sovereign immunity of the State of Arkansas limited or excluded; or any entities thereof. The Arkansas State Claims Commission has exclusive jurisdiction over claims against the state. Nothing in loss or damage caused by a deliberate breach of this Agreement shall be construed to create any duty to, any standard or a breach of care with reference to or any liability to any person not a Party to this Agreement. Neither the Electric Utility, its officers, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construction, ownership, maintenance or operation of, or the making of replacements, additions or betterment to, or by failure of, the Customer's facilities by the Customer or any other person or entityclause 12.