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expressly waived by the CITY, for itself and on behalf of its Representatives).
<br />No officials, officers, employees, consultants, contractors or agents of SJHS
<br />shall be personally liable to the CITY, any voluntary or involuntary successors
<br />or assignees, or any lender or other party holding an interest in the Project or
<br />the Property, in the event of any default or breach by SJHS, or for any amount
<br />which may become due to the CITY or to its successors or assignees, or on any
<br />obligations arising under this Agreement.
<br />(b) TSJ shall defend and indemnify the CITY and its Representatives from and
<br />against any and all Damages; provided however, that TSJ shall not be liable to,
<br />nor required to defend or indemnify the CITY or its Representative's from
<br />Damages that are the result of the negligence or willful misconduct of another
<br />Party (in such case TSJ's indemnification obligations will be reduced in
<br />proportion to such Party's share of liability for such negligence or willful
<br />misconduct, if any). Notwithstanding anything in this Agreement to the
<br />contrary, all liability of TSJ for damages for breach of any covenant, duty or
<br />obligation (whether in contract, negligence, tort or otherwise) of TSJ under
<br />this Agreement or in any manner relating hereto shall be limited, if applicable,
<br />to the claiming Party's actual direct damages; and in no event shall TSJ or its
<br />Representatives ever be liable or responsible for any consequential, indirect,
<br />special, punitive or exemplary damages, or for any damages arising out of or
<br />relating to lost profits or business interruption (all of which are hereby
<br />expressly waived by the CITY, for itself and on behalf of its Representatives).
<br />No officials, officers, employees, consultants, contractors or agents of TSJ
<br />shall be personally liable to the CITY, any voluntary or involuntary successors
<br />or assignees, or any lender or other party holding an interest in the Project or
<br />the Property, in the event of any default or breach by TSJ, or for any amount
<br />which may become due to the CITY or to its successors or assignees, or on any
<br />obligations arising under this Agreement.
<br />(c) To the extent allowable under applicable law, the CITY shall defend and
<br />indemnify DEVELOPER and its Representatives from and against any and all
<br />Damages; provided however, that the CITY shall not be liable to, nor required
<br />to defend or indemnify DEVELOPER or its Representative's from Damages
<br />that are the result of the negligence or willful misconduct of another Party (in
<br />such case the CITY's indemnification obligations will be reduced in
<br />proportion to such Party's share of liability for such negligence or willful
<br />misconduct, if any). Notwithstanding anything in this Agreement to the
<br />contrary, all liability of the CITY for damages for breach of any covenant,
<br />duty or obligation (whether in contract, negligence, tort or otherwise) of the
<br />CITY under this Agreement or in any manner relating hereto shall be limited,
<br />if applicable, to the claiming Party's actual direct damages, and in no event
<br />shall the CITY or its Representatives ever be liable or responsible for any
<br />consequential, indirect, special, punitive or exemplary damages, or for any
<br />damages arising out of or relating to lost profits or business interruption (all of
<br />which are hereby expressly waived by DEVELOPER, for itself and on behalf
<br />of its Representatives). No officials, officers, employees, consultants,
<br />-13-
<br />48677229.1
<br />25C -17
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