Indemnity Exceptions Clause Samples

Indemnity Exceptions. ADLC’s agreement to indemnify AR pursuant to Section 7.2.1 hereof shall not apply to the extent that such claims, causes of action, demands, damages, liabilities, losses, penalties, fines, costs and expenses arise or result from (i) AR’s implementation and performance, or material failure to implement and perform, any obligations required of AR pursuant to Sections 3.4 and 3.5 hereof, (ii) any exacerbation of or contribution to Preexisting Environmental Conditions on the Golf Course Parcel caused by AR or its contractors, and/or (iii) any negligent, reckless or willful misconduct on the part of AR or its contractors.

Indemnity Exceptions. EzoTech Inc. will have no liability for Claims or Losses to the extent arising from (a) use of the Service in violation of this Agreement or applicable law, (b) use of the Service after EzoTech Inc. notifies Customer to discontinue use because of an infringement claim, (c) modifications to the Service not made by EzoTech Inc. or made by EzoTech Inc. based on Customer specifications or requirements, (d) use of the Service in combination with any non- EzoTech Inc. software, application or service, or (e) services offered by Customer or revenue earned by Customer for such services.

Indemnity Exceptions. In no event will Sourcetoad have any obligation to indemnify Customer pursuant to Section 10 or otherwise bear any liability for any IP Claim caused by or resulting from: (i) Customer’s combination or use of a Deliverable with software, services, or products that have not been approved by Sourcetoad; (ii) modification of the Deliverable by anyone other than Sourcetoad; (iii) Customer’s continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement; (iv) Customer’s use of the Deliverable in a manner not authorized by Sourcetoad or not in accordance with this Agreement or any SOW; or (v) Customer’s failure to abide by all applicable laws, rules, regulations, and orders that affect the Deliverable. IN NO EVENT WHATSOEVER WILL SOURCETOAD HAVE LIABILITY OF ANY KIND FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE THEORY UNDER WHICH THEY ARE PURSUED.

Indemnity Exceptions. 14.3.1. ▇▇▇▇▇▇▇▇ understands that the Enterprise Solution Services and Orquestra Technology to be provided rely in part on ▇▇▇▇▇▇ Third Party Materials, and that ▇▇▇▇▇▇ cannot indemnify ▇▇▇▇▇▇▇▇ for infringement claims that may arise from or relate to ▇▇▇▇▇▇ Third Party Materials. ▇▇▇▇▇▇’▇ obligations under Section 14.1 will not apply if the claim results from: (i) ▇▇▇▇▇▇▇▇’▇ breach of Section 4, or (ii) use of any Orquestra Technology. In the event a claim is made or likely to be made, ▇▇▇▇▇▇ may: (i) procure for ▇▇▇▇▇▇▇▇ the right to continue using the Orquestra Technology under the terms of the Agreement, or (ii) replace or modify the Orquestra Technology to be non-infringing without a material de-crease in functionality. If these options are not commercially reasonable, in ▇▇▇▇▇▇’▇ sole discretion, ▇▇▇▇▇▇ may terminate ▇▇▇▇▇▇▇▇’▇ license to the affected Orquestra Technology upon written notice to the ▇▇▇▇▇▇▇▇.

Indemnity Exceptions. The Parties agree that the below exceptions are applicable for the indemnity of the Indemnified Party: ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________

Indemnity Exceptions. Notwithstanding anything in this Agreement to the contrary, except as set forth in Sections 1(b), 3 and 7, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim: (i) initiated by Indemnitee against the Company or any director or officer of the Company, unless the Company has joined in or consented to the initiation of such Claim; (ii) made on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or involves intentional misconduct or a knowing violation of the law; or (iii) on account of any suit in which judgment is rendered against Indemnitee for disgorgement of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Indemnity Exceptions