TO CARRY
OUT ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO FORCE MAJEURE SHALL PROMPTLY
GIVE WRITTEN NOTICE TO THAT EFFECT TO THE OTHER PARTY STATING IN REASONABLE
DETAIL THE CIRCUMSTANCES UNDERLYING SUCH FORCE MAJEURE.
10.3
RESOLUTION.
A PARTY CLAIMING FORCE MAJEURE SHALL DILIGENTLY USE
ALL REASONABLE EFFORTS TO REMOVE THE CAUSE, EVENT OR CIRCUMSTANCE OF SUCH FORCE
MAJEURE, SHALL PROMPTLY GIVE WRITTEN NOTICE TO THE OTHER PARTY OF THE
TERMINATION OF SUCH FORCE MAJEURE AND SHALL RESUME PERFORMANCE OF ANY SUSPENDED
OBLIGATION AS SOON AS REASONABLY POSSIBLE AFTER TERMINATION OF SUCH FORCE
MAJEURE; PROVIDED, HOWEVER, THAT NEITHER PARTY SHALL BE REQUIRED TO SETTLE A
LABOR DISPUTE AGAINST ITS OWN BEST JUDGMENT.
ARTICLE XI.
INDEMNITY
11.1
DAMAGES.
(A)
AS USED IN THIS ARTICLE XI, THE TERM "DAMAGES" SHALL MEAN ANY AND
ALL (I) OBLIGATIONS; (II) LIABILITIES; (III) COMPENSATORY DAMAGES (INCLUDING,
BUT NOT LIMITED TO, DAMAGES FOR INJURY TO OR DEATH OF PERSONS AND DAMAGES TO OR
DESTRUCTION OR LOSS OF PROPERTY); (IV) TO THE LIMITED EXTENT PERMITTED UNDER
SECTION 11.1(B), PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL AND
EXEMPLARY DAMAGES; (V) COSTS, LOSSES, LIABILITIES, DAMAGES, AND EXPENSES IN ANY
WAY ASSOCIATED WITH THE CONTAINMENT, REMOVAL, OR
17
REMEDIATION OF ENVIRONMENTAL (AS TO ALL MEDIA) POLLUTION OR CONTAMINATION
PURSUANT TO ANY CURRENT, PAST, OR FUTURE FEDERAL, STATE, OR LOCAL LAWS, RULES,
PERMITS, REGULATIONS, ORDERS OR ORDINANCES; (VI) FINES; (VII) PENALTIES;
(VIII) LOSSES; (IX) ACTIONS; (X) SUITS; (XI) CLAIMS; (XII) JUDGMENTS, ORDERS,
DIRECTIVES, INJUNCTIONS, DECREES OR AWARDS OF ANY FEDERAL, STATE, OR LOCAL COURT
OR ADMINISTRATIVE OR GOVERNMENTAL AUTHORITY, BUREAU OR AGENCY; AND (XIII) COSTS
AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES)
INCURRED IN THE DEFENSE OF ANY OF THE FOREGOING.
(B)
AS BETWEEN THE PARTIES, NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS AGREEMENT, A PARTY'S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY
REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CONDITION CONTAINED HEREIN OR
ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED
TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER DAMAGES, INCLUDING,
WITHOUT LIMITATION, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR
PUNITIVE DAMAGES AND EACH PARTY EXPRESSLY RELEASES THE OTHER FROM ALL SUCH
CLAIMS FOR DAMAGES OTHER THAN ACTUAL DIRECT DAMAGES.
(C)
EXCEPT AS OTHERWISE EXPRESSLY LIMITED HEREIN, IT IS THE INTENT OF
THE PARTIES THAT ALL RELEASE AND INDEMNITY OBLIGATIONS IN THIS ARTICLE XI BE
WITHOUT MONETARY LIMIT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS
ARTICLE XI, A PARTY'S OBLIGATION TO INDEMNIFY AND HOLD THE INDEMNIFIED PARTIES
HARMLESS AGAINST LIABILITY AS PROVIDED FOR HEREIN SHALL APPLY TO LIABILITY
BASED, IN WHOLE OR IN PART, UPON ANY AND ALL THEORIES OF LAW INCLUDING, WITHOUT
LIMITATION BY DESIGNATION, LIABILITY BASED UPON:
(I) ANY NEGLIGENT ACT, GROSSLY
NEGLIGENT ACT, OR OMISSION; (II) STRICT LIABILITY; (III) BREACH OF WARRANTY
ARISING OUT OF THE ALLEGED SUPPLYING OF A DEFECTIVE OR UNREASONABLY DANGEROUS
PRODUCT; OR (IV) NONCOMPLIANCE WITH ANY LAW, RULE, REGULATION, ORDER, PERMIT OR
POLICY.
11.2
INDEMNITY.
WITHOUT LIMITING OTHER RIGHTS AND REMEDIES OF OWNER
UNDER THIS