Except to the extent Sample Clauses

Except to the extent. (if at all) prohibited by law or public policy, neither Carrier nor Telco shall be liable to the other Party for any indirect, incidental, consequential, reliance, special or punitive damages suffered by the other Party (including, without limitation, damages for harm to business, Loss of anticipated revenues, savings, or profits, or other economic Loss suffered by such other Party), regardless of the form of action, whether in contract, warranty, strict liability, tort or otherwise, including without limitation negligence of any kind, whether active or passive (and including alleged breaches of this Agreement and causes of action alleged to arise from allegations that breach of this Agreement constitutes a violation of the Act or other statute), and regardless of whether the Parties knew or had been advised of the possibility that such damages could result in connection with or arising from anything said, omitted, or done hereunder or related hereto including willful acts or omissions (collectively, “Consequential Damages”); provided that the foregoing shall not limit (i) a Party’s obligation under this Agreement to indemnify, defend, and hold the other Party harmless against any amounts payable to a Third Party, including any Losses, costs, fines, penalties, criminal or civil judgments or settlements, expenses (including attorney’s fees) and Consequential Damages of such Third Party, or (ii) a Party's liability to the other Party for willful or intentional misconduct, including gross negligence. Except as provided in the prior sentences, each Party hereby releases and holds harmless the other Party (and such other Party’s Affiliates, and their respective officers, directors, employees and agents) from any such Claim.
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Except to the extent. Article 4.4.6 applies, each Party shall be responsible for, and shall indemnify, defend and hold harmless the other Party and the other Party’s Eligible Indemnitees from, any Third Party Claim to the extent arising out of the acts or omissions of the indemnifying Party, the indemnifying Party’s Affiliates and their respective officers, directors (or equivalent), employees, agents and Contractors following the Commencement Date and any Loss that the other Party or the other Party’s Eligible Indemnitees may incur as a result of such Third Party Claim.
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Except to the extent. A Boy Is No One may be liable to the Client pursuant to this Agreement, the Client shall indemnify and keep A Boy Is No One indemnified in full against any and all costs, claims, damages, fines, penalties and liabilities incurred by A Boy Is No One as a result of any act, error or omission of the Client throughout the duration of the Agreement (including but not limited to any negligence, breach of statutory duty or breach by the Client of its obligations pursuant to this Agreement).
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Except to the extent. EXPRESSLY SET FORTH IN ------- ---------- SECTION 3.1, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND BY ANY ONE OR MORE OF THE OTHER ACQUISITION DOCUMENTS ARE AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, BY, OR RECOURSE AGAINST, PURCHASER OR SELLER.
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Except to the extent that there is a written waiver of rights of recovery by Tenant against Landlord and except that Tenant's rights against Landlord with respect to Hazardous Substances at the Premises shall be exclusively governed by the provisions of Section 7 of this Lease, Landlord shall indemnify and defend Tenant from and against any liabilities, damages, judgments, expenses, and costs (including, without limitation, legal fees) for which Tenant is held responsible, or which are incurred by Tenant, in connection with third party claims against Tenant as a result of any act or omission of Landlord, its agents, or employees or any breach by Landlord of Landlord's obligations under this Lease; provided, however, the foregoing obligation of Landlord to indemnify and defend Tenant shall be inapplicable to the extent that any liabilities, damages, judgments, expenses, and costs (including, without limitation, legal fees) for which Tenant is held responsible, or which are incurred by Tenant, result from the negligent or unlawful acts of Tenant, its agents, or employees.
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Except to the extent indicated in Section 3.27.1 of the Target Disclosure Schedule, all such claims, inquiries, citations, or proceedings have been terminated or will be terminated at a cost to Target and Target Subsidiaries of not more than Five Thousand Dollars ($5,000) in any one instance and not more than Five Thousand Dollars ($5,000) in the aggregate.
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Except to the extent that there is a written waiver of rights of recovery by Tenant against Landlord and except that Tenant's rights against Landlord with respect to Hazardous Substances at the Premises shall be exclusively governed by the provisions of Section 7 of this Lease, Landlord shall indemnify and defend Tenant from and against any liabilities, damages, judgments, expenses, and costs (including, without limitation, legal fees) for which Tenant is held responsible, or which are incurred by Tenant, in connection with third party claims against Tenant as a result of any act or omission of Landlord, its agents, or employees or any breach by Landlord of Landlord's obligations under this Agreement; provided, however, the foregoing obligation of Landlord to indemnify and defend Tenant shall be inapplicable to the extent that any liabilities, damages, judgments, expenses, and costs (including, without limitation, legal fees) for which Tenant is held responsible, or which are incurred by Tenant, result from the negligent or unlawful acts of Tenant, its agents, or employees. Landlord's rights against Tenant with respect to Hazardous Substance at the Premises shall be exclusively governed by the provisions of Section 7 of this Lease, Tenant shall indemnify and defend Landlord from and against any liabilities, damages, judgments, expenses, and costs (including, without limitation, legal fees) for which Landlord is held responsible, or which are incurred by Landlord, in connection with third party claims against Landlord as a result of any act or omission of Tenant, its agents, employees or any breach by Tenant of Tenant's obligations under this Agreement; provided, however, the foregoing obligation of Tenant to indemnify and defend Landlord shall be inapplicable to the extent that any liabilities, damages, judgments, expenses, and costs (including, without limitation, legal fees) for which Landlord is held responsible, or which are incurred by Landlord, result from the negligent or unlawful acts of Landlord, its agents, or employees.
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Except to the extent. EXPRESSLY PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THE CREDIT AGREEMENT, THIS NOTE OR ANY OF THE OTHER LENDER AGREEMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY LENDER OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (B) ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS NOTE, THE CREDIT AGREEMENT AND THE OTHER LENDER AGREEMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND
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Related to Except to the extent

  • Agreement Subject to Plan; Applicable Law This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option has been granted, executed and delivered in the State of Nevada, and the interpretation and enforcement shall be governed by the laws thereof and subject to the exclusive jurisdiction of the courts therein.

  • Securities Subject to This Agreement (a) The Securities entitled to the benefits of this Agreement are the Restricted Securities, but only for so long as they remain Restricted Securities.

  • Notwithstanding the foregoing (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY Mellon gives the relevant Funds ninety (90) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees in writing to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities or obligations hereunder and BNY Mellon shall remain responsible for all activities, including all acts and omissions, of such BNY Mellon Affiliates to the same extent as if such activities were performed by BNY Mellon; (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of the relevant Funds and (B) not relieve BNY Mellon of any of its liabilities hereunder; and (iv) BNY Mellon, in the course of providing certain additional services requested by a Fund (“Vendor Eligible Services”) as further described in Schedule I attached hereto, may in its sole discretion, enter into an agreement or agreements with a financial printer or electronic services provider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or provide certain functionality; provided, however, that BNY Mellon shall ensure prior to any assignment, transfer, subcontracting, hiring, engaging or other outsourcing, as applicable, under subsections (i) through (iv) that the applicable BNY Mellon Affiliate, unaffiliated third party or Vendor is subject to written confidentiality, security and data protection obligations at least as restrictive as those set forth in this Agreement. BNY Mellon shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and the Vendor for the provision of such services is then-currently in effect. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services.

  • Limitation of Engagement to the Company The Company acknowledges that Xxxxxxxxxx has been retained only by the Company, that Xxxxxxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Xxxxxxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against Xxxxxxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by Xxxxxxxxxx, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of Xxxxxxxxxx, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by Xxxxxxxxxx to the Company in connection with Xxxxxxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. Xxxxxxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Xxxxxxxxxx.

  • General Securities Subject to This Agreement (a) The Company hereby grants registration rights to the Holders upon the terms and conditions set forth in this Agreement.

  • Agreement Subject to the Plan This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith. The Holder hereby acknowledges receipt of a copy of the Plan.

  • Agreement Subject to Plan This Option Agreement is subject to the Plan. The terms and provisions of the Plan (including any subsequent amendments thereto) are hereby incorporated herein by reference thereto. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. All definitions of words and terms contained in the Plan shall be applicable to this Option Agreement.

  • Procedure for Indemnification with Respect to Third-Party Claims (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

  • Amendments, Etc. With Respect to the Obligations Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Purchasers may be rescinded by the Purchasers and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Purchasers, and the Purchase Agreement and the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Purchasers may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Purchasers for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Purchasers shall have no obligation to protect, secure, perfect or insure any Lien at any time held by them as security for the Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

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