Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party is not obligated to indemnify or defend Indemnified Party against any claim (whether direct or indirect) if such claim or corresponding Indemnified Losses arise out of or result from Indemnified Party's:
(a) gross negligence or more culpable act or omission (including recklessness or willful misconduct); or
(b) use of the Products in any manner that does not materially conform with the usage guidelines or specifications provided by Xxxxxx+Gyr.
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, neither Party is obligated to indemnify or defend the other Party or any of its indemnified parties against any Losses to the extent arising out of or resulting from the other Party’s:
(a) willful, reckless, or negligent acts or omissions; or
(b) bad faith failure to materially comply with any of its material obligations set forth in this Agreement.
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, Indemnifying Party is not obligated to indemnify or defend any Indemnified Party against any Claim or corresponding Losses (a) unless the Indemnifying Party is given prompt notice, full cooperation and control of defense and settlement or (b) resulting directly from, in whole or in part, Indemnified Party’s or its Affiliates or Representatives or their Personnel’s:
(a) negligence or more culpable act or omission (including recklessness or willful misconduct); or
(b) failure to materially comply with any of its obligations set forth in this Agreement or applicable Law.
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this CVA, Indemnifying Party shall not be obligated to indemnify, hold harmless or defend Indemnified Party for any Losses which result from, in whole or in part, Indemnified Party’s (i) negligence or more culpable act or omission (including recklessness or willful misconduct); or (ii) bad faith failure to comply with any of its obligations set forth in this CVA; or (iii) use of the Goods and/or Services or serviced equipment in any manner that does not materially conform with the usage specifications provided by WSECO or the equipment manufacturer, as applicable.
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, Indemnifying Party is not obligated to indemnify or defend Indemnified Party against any Claim if such Claim or corresponding Losses arise out of or result from, in whole or in part, Indemnified Party’s or its Personnel’s:
(a) gross negligence or more culpable act or omission (including recklessness or willful misconduct); or
(b) bad faith failure to materially comply with any of its material obligations set forth in this Agreement.
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this CMA, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified Party against any Claim if such Claim or corresponding Losses arise out of or result from, in whole or in part, the Indemnified Party’s or its Personnel’s: NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.
(a) negligence or more culpable act or omission (including recklessness or willful misconduct); or
(b) bad faith failure to comply with any of its obligations set forth in this CMA.
Exceptions and Limitations on Indemnification. Notwithstanding any provision herein to the contrary:
(a) no Indemnifying Party shall, on account of any indemnification obligations set forth herein, be liable for any punitive damages (except to the extent actually awarded with respect to a Third Party Claim indemnifiable pursuant to this Article IX);
(b) no Indemnifying Party shall be liable to save, defend, indemnify or hold harmless any Indemnified Party pursuant to Section 9.02(b) (other than Losses arising pursuant to any breach or inaccuracy of the representations and warranties of Seller set forth in Section 4.04(b), to which this Section 9.07(b) shall not apply) or
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, Indemnifying Party is not obligated to indemnify or defend any Indemnified Party against any Claim (whether direct or indirect) if such Claim or the corresponding Losses result directly from, in whole or in part, Indemnified Party's or its Personnel's:
(i) gross negligence or more culpable act or omission (including recklessness or wilful misconduct);
(ii) bad faith failure to comply with any of its obligations set forth in this Agreement; or
(iii) use of the End Product in any manner not otherwise authorized under this Agreement or that does not materially conform with any usage instructions/guidelines/specifications provided by Manufacturer.
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, Customer shall not be obligated to indemnify, hold harmless or defend Xxxxxxx Indemnified Party for any or all Losses which result from, in whole or in part, such Xxxxxxx Indemnified Party’s (i) negligence or more culpable act or omission (including recklessness or willful misconduct); or (ii) bad faith failure to comply with any of its obligations set forth in this Agreement.
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, Indemnifying Party shall not be obligated to indemnify, hold harmless or defend Indemnified Party for any Losses which result from, in whole or in part, Indemnified Party’s
(i) negligence or more culpable act or omission (including recklessness or willful misconduct); (ii) bad faith failure to comply with any of its obligations set forth in this Agreement; or (iii) use of the Services or serviced equipment in any manner that does not materially conform with the usage specifications provided by Xxxxxxx or the equipment manufacturer, as applicable.
