Common use of Limitation of Liability; Indemnity Clause in Contracts

Limitation of Liability; Indemnity. In no event shall Seller be liable for consequential, special, indirect, incidental, punitive or exemplary loss, damage (including without limitation lost profits) or expense relating to this Agreement or the transactions contemplated herein, regardless of whether buyer has been apprised of the likelihood of such damages occurring. The provisions of this Section 10 shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence) or otherwise. Buyer shall indemnify and hold harmless (including by way of reimbursement) Seller and its Representatives, from and against any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising out of, or related to, Buyer’s importation, distribution, sale or use of the Purchased Commodities or any negligent or willful act or omission in connection therewith by Buyer. Seller's total liability on any and all claims under this Agreement shall not exceed the Purchase Price. As used herein, "Representatives" shall mean a Party's Affiliates (defined herein) and its and its Affiliates' respective directors, officers, employees, agents, and advisors (including its and its Affiliates' advisors, attorneys, accountants, and other consultants). For purposes of clarity, Cantera shall be deemed a Representative of Seller. As used herein, “Affiliate” means, with respect to a specified entity, (i) any entity directly or indirectly controlling, controlled by or under common control with the specified entity, or (ii) any entity owning or controlling 10% or more of the outstanding voting securities or beneficial interests of the specified entity. As used herein “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The provisions of this Section 10 shall survive termination of this Agreement to the extent required to give them their proper and intended effect.

Limitation of Liability; Indemnity. In no event The Security Interests are granted as security only and shall Seller be liable for consequentialnot subject the Collateral Agent to, specialor transfer or in any way affect or modify, indirect, incidental, punitive any obligation or exemplary loss, damage (including without limitation lost profits) or expense relating to this Agreement or the transactions contemplated herein, regardless of whether buyer has been apprised liability of the likelihood Issuer with respect to any of such damages occurringthe Collateral or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Issuer and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Issuer for payments actually received. The Issuer agrees to indemnify and hold harmless the Collateral Agent and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 10 2.2 shall apply be a demand obligation (which obligation the Issuer hereby expressly promises to pay) owing by the fullest extent Issuer and shall be a part of the lawSecured Obligations. The Issuer agrees to pay, whether in contractindemnify, statute, tort (such as negligence) or otherwise. Buyer shall indemnify and hold the Collateral Agent and the Trustee harmless (including by way of reimbursement) Seller and its Representatives, from and against any and all claims, other liabilities, costs and expensesobligations, including reasonable attorneys’ feeslosses, arising out ofdamages, penalties, actions, judgments, suits, costs, expenses or related to, Buyer’s importation, distribution, sale disbursements of any kind or use of the Purchased Commodities or any negligent or willful act or omission in connection therewith by Buyer. Seller's total liability on any and all claims under this Agreement shall not exceed the Purchase Price. As used herein, "Representatives" shall mean a Party's Affiliates (defined herein) and its and its Affiliates' respective directors, officers, employees, agents, and advisors (including its and its Affiliates' advisors, attorneys, accountants, and other consultants). For purposes of clarity, Cantera shall be deemed a Representative of Seller. As used herein, “Affiliate” means, nature whatsoever with respect to a specified entitythe execution, (i) any entity directly or indirectly controllingdelivery, controlled by or under common control with the specified entityenforcement, or (ii) any entity owning or controlling 10% or more of the outstanding voting securities or beneficial interests of the specified entity. As used herein “control” (including the terms “controlled by” performance and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The provisions of this Section 10 shall survive termination administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF ISSUER AND ISSUER AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent required to give them their proper and intended effectthe subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified party.

Limitation of Liability; Indemnity. In no Neither Bank, nor any of its employees, officers, directors, agents or vendors (individually an “Indemnified Party”), shall in any event shall Seller be liable for consequentialhave any liability in connection with the Services provided to Customer hereunder due to interruption or failure of communications or data processing facilities or systems, specialemergency conditions, indirector any other cause beyond the reasonable control of Bank or any of its employees, incidentalofficers, punitive directors, agents or exemplary loss, damage (including without limitation lost profits) or expense relating vendors. Customer agrees to this Agreement or the transactions contemplated herein, regardless of whether buyer has been apprised of the likelihood of such damages occurring. The provisions of this Section 10 shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence) or otherwise. Buyer shall indemnify and hold harmless (including by way of reimbursement) Seller Bank and its Representativesemployees, officers, directors, agents and vendors harmless from and against any and all penalties, charges, assessments, claims, liabilities, costs and expensesor expense, including reasonable attorneys’ fees, arising out ofincurred by or assessed against any Indemnified Party in connection with the Account Protection and Reconciliation Services, except, only as it relates to any such Indemnified Party, such amounts as may result from such Indemnified Party’s gross negligence or related towillful misconduct. Synovus Treasury Management Services ACH Origination Addendum 1. Acceptance of ACH Origination Services. By selecting the ACH Origination Services (the “ACH Service”) on the Enrollment Form, Buyer’s importation, distribution, sale or use you agree to the terms of this ACH Origination Addendum in the Terms and Conditions Booklet (the “ACH Addendum”) and this ACH Addendum thereby becomes a part of the Purchased Commodities or any negligent or willful act or omission in connection therewith by Buyer. Seller's total liability on any and all claims under this Master Services Agreement shall not exceed for Treasury Management Services (the Purchase Price. As used herein, "Representatives" shall mean a Party's Affiliates (defined herein) and its and its Affiliates' respective directors, officers, employees, agents, and advisors (including its and its Affiliates' advisors, attorneys, accountants, and other consultants“Master Services Agreement”). For purposes The Master Services Agreement, together with this ACH Addendum, shall constitute one “ACH Service Agreement” for the ACH Service, the terms and conditions of clarity, Cantera which shall be deemed binding upon both parties and shall govern the establishment and continued use by Customer of the ACH Service. Customer acknowledges the receipt of a Representative copy of Sellerthis ACH Addendum and the current Master Services Agreement. As This ACH Addendum is effective as of the date accepted by Bank. Capitalized terms used hereinbut not defined herein shall have the meanings provided in the Master Services Agreement. If a discrepancy or inconsistency is determined to exist between the terms of the Master Services Agreement and the terms of this ACH Addendum, “Affiliate” means, the terms of this ACH Addendum will control with respect to a specified entitythe ACH Services, (i) any entity directly or indirectly controlling, controlled by or under common control with the specified entity, or (ii) any entity owning or controlling 10% or more of the outstanding voting securities or beneficial interests of the specified entity. As used herein “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The provisions of this Section 10 shall survive termination of this Agreement but only to the extent required necessary to give them their proper and intended effectresolve the discrepancy or inconsistency.

Limitation of Liability; Indemnity. In no event shall Seller be liable for consequential, special, indirect, incidental, punitive or exemplary loss, damage (including without limitation withoutlimitation lost profits) or expense relating to this Agreement Agreement, or the transactions contemplated herein, regardless of whether buyer has been apprised of the likelihood of such damages occurring. The provisions of this Section 10 shall apply to the fullest extent of the law, whether in contractincontract, statute, tort (such as negligence) or otherwise. Buyer shall indemnify and hold harmless (including harmless(including by way of reimbursement) Seller and its Representatives, from and against any and all claimsallclaims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising out of, or related to, Buyer’s importation, distribution, sale or use of the Purchased Commodities or any negligent or willful act or omission in connection therewith by Buyer. Seller's total liability on any and all claims under this Agreement shall not exceed the Purchase Price. As used herein, "Representatives" shall mean a Party's Affiliates (defined herein) and its and its Affiliates' respective directors, officers, employees, agents, and advisors (including its and its Affiliates' advisors, attorneys, accountants, and other consultants). For purposes of clarity, Cantera shall be deemed a Representative of Seller. As used herein, “Affiliate” means, with respect to a specified entity, (i) any entity directly or indirectly controlling, controlled by or under common control with the specified entity, or (ii) any entity owning or controlling 10% or more of the outstanding voting securities or beneficial interests of the specified entity. As used herein “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The provisions of this Section 10 shall survive termination of this Agreement to the extent required to give them their proper and intended effect.

Limitation of Liability; Indemnity. In no event shall Seller be liable for consequential, special, indirect, incidental, punitive or exemplary loss, damage (including without limitation lost profits) or expense relating to this Agreement or the transactions contemplated herein, regardless of whether buyer has been apprised of the likelihood of such damages occurring. The provisions of this Section 10 shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence) or otherwise. Buyer shall indemnify and hold harmless (including by way of reimbursement) Seller and its Representatives, from and against any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising out of, or related to, Buyer’s importation, distribution, sale or use of the Purchased Commodities or any negligent or willful act or omission in connection therewith by Buyer. Seller's total liability on any and all claims under this Agreement shall not exceed the Purchase Price. As used herein, "Representatives" shall mean a Party's Affiliates (defined herein) and its and its AffiliatesAf filiates' respective directors, officers, employees, agents, and advisors (including its and its Affiliates' advisors, attorneys, accountants, and other consultants). For purposes of clarity, Cantera shall be deemed a Representative of Seller. As used herein, “Affiliate” means, with respect to a specified entity, (i) any entity directly or indirectly controlling, controlled by or under common control with the specified entity, or (ii) any entity owning or controlling 10% or more of the outstanding voting securities or beneficial interests of the specified entity. As used herein “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The provisions of this Section 10 shall survive termination of this Agreement to the extent required to give them their proper and intended effect.

Limitation of Liability; Indemnity. In Buyer acknowledges and agrees that neither the trustees, shareholders, officers, members, investment managers, affiliates, employees, partners nor advisors of Seller, assume any personal liability for obligations entered into by or on behalf of Seller. Notwithstanding any other provision of this Agreement to the contrary or any rights that Buyer may have at law or in equity, (a) in no event shall Seller be liable have any liability for consequentialspeculative, special, indirectconsequential or punitive damages, incidentaland (b) in no event shall Seller’s liability under or otherwise in connection with Transaction Documents including, punitive without limitation, any representations, warranties, covenants and other obligations (whether express or exemplary loss, damage (including without limitation lost profitsimplied) or expense relating to set forth in this Agreement or any other agreements or documents executed in connection herewith and/or otherwise in connection with the transactions contemplated hereinProperty exceed the sum of one hundred thousand dollars ($100,000). Notwithstanding anything to the contrary contained in this Agreement, regardless of whether buyer has been apprised Buyer hereby agrees that any action or claim under or otherwise in connection with the Transaction Documents and/or otherwise in connection with the Property asserted by Buyer against Seller or any of the likelihood Released Parties must be filed (if at all) within six (6) months following the Closing in a court of competent jurisdiction, and Buyer hereby waives any right to bring any such damages occurringclaim or action thereafter. The provisions of this Section 10 Buyer’s remedies prior to Closing shall apply be limited as set forth in Paragraph 15.2. Notwithstanding anything to the fullest extent of the lawcontrary set forth in this Agreement, whether in contractBuyer hereby covenants and agrees to indemnify, statutedefend, tort (such as negligence) or otherwise. Buyer shall indemnify protect, and hold harmless (including by way of reimbursement) Seller and its Representatives, the Released Parties free and harmless from and against any and all claims, costs, losses, liabilities, costs damages and expenses, including reasonable attorneys’ fees, expenses arising out of, or related to, Buyer’s importation, distribution, sale or use of the Purchased Commodities or any negligent or willful act or omission in connection therewith by Buyerwith and/or relating to the Property (including, without limitation, any tenants) and/or the ownership, use and/or operation thereof on and after the Close of Escrow. Seller's total liability on any The foregoing indemnity shall survive the Close of Escrow and all claims under this Agreement shall not exceed the Purchase Price. As used herein, "Representatives" shall mean a Party's Affiliates (defined herein) and its and its Affiliates' respective directors, officers, employees, agents, and advisors (including its and its Affiliates' advisors, attorneys, accountants, and other consultants). For purposes be limited by any provision of clarity, Cantera shall be deemed a Representative of Seller. As used herein, “Affiliate” means, with respect to a specified entity, (i) any entity directly or indirectly controlling, controlled by or under common control with the specified entity, or (ii) any entity owning or controlling 10% or more of the outstanding voting securities or beneficial interests of the specified entity. As used herein “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwisethis Agreement. The provisions of this Section 10 Paragraph 21.15 shall survive termination of this Agreement to the extent required to give them their proper and intended effectClosing.