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including third parties) or any damage to any real or tangible personal property
<br />including the personal property of third parties), except to the extent caused by the
<br />willful misconduct of any Customer Party.
<br />9.2. Indemnification by Customer. Subject to Section 8.3, the Customer hereby agrees to
<br />defend and indemnify Redflex and its affiliates, shareholders or other interest holders,
<br />managers, officers, directors, employees, agents, representatives and successors,
<br />permitted assignees and all persons acting by, through, under or in concert with them, or
<br />any of them (individually a "Redflex Party" and collectively, the "Redflex Parties ")
<br />against, and to protect, save and keep harmless the Redflex Parties from, and to pay on
<br />behalf of or reimburse the Redflex Parties as and when incurred for, any and all Losses
<br />which may be imposed on or incurred by any Redflex Party arising out of or in any way
<br />related to (a) any material misrepresentation, inaccuracy or breach of any covenant,
<br />warranty or representation of the Customer contained in this Agreement, (b) the
<br />negligence or willful misconduct of the Customer, its employees, contractors or agents
<br />which result in death or bodily injury to any natural person (including third parties) or
<br />any damage to any real or tangible personal property (including the personal property of
<br />third parties), except to the extent caused by the willful misconduct of any Redflex
<br />Party, (c) any claim, action or demand not caused by Redflex's failure to perform its
<br />obligations under this Agreement, or (d) any claim, action or demand challenging the
<br />Customer's use of the Redflex System or any portion thereof, the validity of the results
<br />of the Customer's use of the Redflex System or any portion thereof, or the validity of the
<br />Citations issued, prosecuted and collected as a result of the Customer's use of the
<br />Redflex System or any portion thereof.
<br />9.3. Indemnification Procedures. In the event any claim, action or demand (a "Claim ") in
<br />respect of which any party hereto seeks indemnification from the other, the party seeking
<br />indemnification the Indemnified Party ") shall give the party from whom
<br />indemnification is sought (the "indemnifying Party ") written notice of such Claim
<br />promptly after the Indemnified Party first becomes aware thereof; provided, however,
<br />that failure so to give such notice shall not preclude indemnification with respect to such
<br />Claim except to the extent of any additional or increased Losses or other actual prejudice
<br />directly caused by such failure. The Indemnifying Party shall have the right to choose
<br />counsel to defend such Claim (subject to the approval of such counsel by the
<br />Indemnified Party, which approval shall not be unreasonably withheld, conditioned or
<br />delayed), and to control, compromise and settle such Claim, and the Indemnified Party
<br />shall have the right to participate in the defense at its sole expense; provided, however,
<br />the Indemnified Party shall have the right to take over the control of the defense or
<br />settlement of such Claim at any time if the Indemnified Party irrevocably waives all
<br />rights to indemnification from and by the Indemnifying Party. The Indemnifying Party
<br />and the Indemnified Party shall cooperate in the defense or settlement of any Claim, and
<br />no party shall have the right enter into any settlement agreement that materially affects
<br />the other party's material rights or material interests without such party's prior written
<br />consent, which consent will not be unreasonably withheld or delayed.
<br />9.4. LIMITED LIABILITY. Notwithstanding anything contrary in this Agreement, neither
<br />party shall be liable to the other, by reason of any representation or express or implied
<br />warranty, condition or other term or any duty at common or civil law, for any special,
<br />incidental, indirect, consequential or punitive damages however caused and on any
<br />theory of liability arising out of or relating to this Agreement, except and only to the
<br />extent expressly authorized for in Provision 12.19 entitled "PREVAILING PARTY" of
<br />this Agreement. In the event of any breach of this Agreement, however, the non -
<br />breaching party is entitled to recover expectation damages from the breaching party,
<br />which are defined as the amounts that non - breaching party would have received under
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