Exceptions to Duties to Defend and Indemnify. Except as may be otherwise expressly provided in this Agreement, neither party will be required to defend or indemnify the other party with respect to losses, damages or expenses finally adjudged to have been caused by the indemnified party's own negligence or willful misconduct.
Exceptions to Duties to Defend and Indemnify. Notwithstanding any other provisions hereof, DirectRFP shall have no obligation to indemnify or defend Customer for any third party claim pursuant to this Section 7, nor be required to pay losses, damages or expenses under this Section 7, if Customer agrees to settle any such claim without the prior written consent of DirectRFP, or if the claim arises out of, in whole or in part:
Exceptions to Duties to Defend and Indemnify. Notwithstanding any other provisions hereof, Xxxxxxx shall have no obligation to indemnify or defend Client for any third party claim pursuant to this Section 9, nor be required to pay losses, damages or expenses under this Section 9, if Client agrees to settle any such claim without the prior written consent of Xxxxxxx, or if the claim arises out of, in whole or in part: (a) a modification of the Subscribed Services by anyone other than Rubicon; (b) use of the Subscribed Services other than in accordance with the Documentation or the terms of this Agreement; (c) use of a release of the Subscribed Services without having implemented updates, the use of which would have cured the alleged infringement; (d) any third party software or service; (e) use of the Subscribed Services in combination with Third Party Offering or any other third party hardware, software, database or materials where, absent such combination, the Subscribed Services would not be infringing; or (f) Client’s negligence or willful misconduct.
Exceptions to Duties to Defend and Indemnify. Notwithstanding any other provisions hereof, Xxxxxxx shall have no obligation to indemnify or defend Client for any third party claim pursuant to this Section 9, nor be required to pay losses, damages or expenses under this Section 9, if Client agrees to settle any such claim without the prior written consent of Xxxxxxx, or if the claim arises out of, in whole or in part: (a) a modification of the Subscribed Services by anyone other than Rubicon; (b) use of the Subscribed Services other than in accordance with the Documentation or the terms of this Agreement;
