Common use of Exceptions and Limitations on Indemnification Clause in Contracts

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 Agreement, the Indemnifying Party is not obligated to indemnify or defend any Indemnified Party against any Claim claim (whether direct or indirect) if such claim or corresponding Indemnified Losses (a) unless the Indemnifying Party is given prompt notice, full cooperation and control arise out of defense and settlement or (b) resulting directly from, in whole or in part, result from Indemnified Party’s or its Affiliates or Representatives or their Personnel’s's: (a) gross negligence or more culpable act or omission (including recklessness or willful misconduct); or (b) failure to use of the Products in any manner that does not materially comply conform with any of its obligations set forth in this Agreement the usage guidelines or applicable Lawspecifications provided by Xxxxxx+Gyr.

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 claim (direct or indirect) if such claim or corresponding Losses (a) unless the Indemnifying Party is given prompt notice, full cooperation and control arise out of defense and settlement or (b) resulting directly result from, in whole or in part, Indemnified Party’s 's or its Affiliates or Representatives or their Personnel’s'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 or applicable LawAgreement.

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 claim (direct or indirect) to the extent, but only to the extent, such claim or corresponding Losses (a) unless the Indemnifying Party is given prompt notice, full cooperation and control arise out of defense and settlement or (b) resulting directly from, in whole or in part, result from Indemnified Party’s or its Affiliates or Representatives or their Personnelpersonnel’s: (ai) negligence or more culpable act or omission (including recklessness or willful misconduct); or (bii) bad faith failure to materially comply with any of its obligations set forth in this Agreement or applicable LawAgreement. .

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 (a) unless the Indemnifying Party is given prompt notice, full cooperation and control of defense and settlement or (b) resulting result directly from, in whole or in part, Indemnified Party’s or its Affiliates or Representatives or their Personnel’s: (a) gross 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 under Applicable Law.

Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend any (if applicable) an Indemnified Party against any Claim if such Claim or corresponding Losses (a) unless arise out of or result from 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) 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 obligations set forth in this Agreement or applicable LawAgreement.