Exceptions to Limitations on Liability. None of the limitations set forth in Section 8.3.1 shall in any manner limit the liability or indemnification obligations of the Members with respect to: (i) intentional fraud or willful misconduct or (ii) any breach of the representations and warranties made in Sections 2.3, 2.7 and 2.17 hereof.
Exceptions to Limitations on Liability. Nothing in this Agreement excludes or limits either Party’s Liability for:
Exceptions to Limitations on Liability. None of the limitations set forth in Sections 12.3(a) or 12.3(b) shall in any manner limit the liability or indemnification obligations of the Servicesoft Stockholders with respect to: (i) intentional fraud; or (ii) any Ownership Losses. Notwithstanding the foregoing, in no event shall any Servicesoft Stockholder be liable for any amounts in excess of the value of the aggregate consideration received by such Servicesoft Stockholder in connection with the Merger (determined as set forth in Section 4.5 of the Escrow Agreement); provided, however, that such limitation shall not apply to Damages resulting from intentional fraud by such Servicesoft Stockholder. In the event of intentional fraud, the Indemnified Persons agree that they shall seek indemnification against the Escrow Shares pro rata pursuant to the terms of the Escrow Agreement then available under the Escrow Agreement and shall only be entitled to receive indemnification for such claims directly from the Servicesoft Stockholders if all of the Escrow Shares have been released pursuant to the terms of the Escrow Agreement.
Exceptions to Limitations on Liability. None of the limitations set forth in Section 8.3.1 shall in any manner limit the liability or indemnification obligations of the OWP Shareholders with respect to fraud or any breach of the representations and warranties made in Sections 2.3, 2.7 and 2.17 hereof or DoveBid with respect to fraud.
Exceptions to Limitations on Liability. Anything contained in the Agreement to the contrary notwithstanding, Seller shall indemnify and defend Buyer from and against all Losses that are incurred or suffered by Buyer in connection with, or resulting from, Excluded Liabilities, and liabilities or breach of representations set forth in Sections 7.4(a), and 7.4.(c), for which neither the one (1) year time limitation of Section 9.2(a) or the Cap of Article IX shall apply.
Exceptions to Limitations on Liability. None of the -------------------------------------- limitations set forth in Section 11.4(a) shall in any manner limit the liability or indemnification obligations of the Target Stockholders or Acquirer with respect to: (i) intentional fraud or willful misconduct, (ii) any breach of the representations and warranties made in Section 4.5 or the first sentence of Section 5.4 of this Agreement or (iii) any matter or claim described in Section 11.2(b) or (c) hereof. Any such liability, to the extent it exceeds the Escrow Shares and any other assets deposited in escrow pursuant to the Escrow Agreement, shall be several and not joint with respect to each Indemnified Person.
Exceptions to Limitations on Liability. Notwithstanding the provisions contained in Section 9.4, a Party shall be liable to the other on an unlimited basis for direct, indirect, incidental, or consequential damages, to the extent:
Exceptions to Limitations on Liability. None of the limitations set forth in Section 12.3(a) shall in any manner limit the liability or indemnification obligations of the Panopticon Shareholders with respect to: (i) intentional fraud or willful misconduct, (ii) any breach of the representations and warranties made in Section 4.5 or any claim for Damages arising out of or relating to the Non-Exercisable Panopticon Warrants, or (iii) any matter or claim described in Section 12.2(b), except that the liability or indemnification obligation of each individual Panopticon Shareholder with respect to items within (ii) or (iii) above shall be limited to the consideration received or to be received by such Panopticon Shareholder in connection with the Merger.
Exceptions to Limitations on Liability. No provision of this Agreement shall eliminate or limit the liability of any Manager if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith, or involved intentional misconduct or a knowing violation of law, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that with respect to a distribution the subject of subdivision (a) of Section 508 of the Law his or her acts were not performed in accordance with Section 409 of the Law.
Exceptions to Limitations on Liability. None of the limitations set forth in Section 11.4(a) shall in any manner to limit the liability or indemnification obligations of the Shareholders with respect to: (i) fraud or any intentional or willful Breach; or (ii) any Breach of the representations and warranties in Sections 3.3 (with respect to the ownership of the Shares).
