Exceptions to Limitations on Liability. Nothing in this Agreement excludes or limits either Party’s Liability for:
a. death, personal injury, or tangible personal property damage resulting from its negligence or the negligence of its employees or agents;
b. its fraud or fraudulent misrepresentation;
c. its infringement of the other Party’s Intellectual Property Rights;
d. its payment obligations under this Agreement; or
e. matters for which Liability cannot be excluded or limited under applicable law.
Exceptions to Limitations on Liability. None of the limitations -------------------------------------- set forth in this Section 8.4 shall in any manner limit the liability or indemnification obligations of the Shareholders with respect to: (i) intentional fraud or willful misconduct or (ii) any breach of the representations and warranties made in Sections 2.3, 2.7or 2.17 hereof.
Exceptions to Limitations on Liability. None of the limitations set forth in Sections 12.3(a) or 12.3(b) shall in any manner limit the liability or indemnification obligations of the Servicesoft Stockholders with respect to: (i) intentional fraud; or (ii) any Ownership Losses. Notwithstanding the foregoing, in no event shall any Servicesoft Stockholder be liable for any amounts in excess of the value of the aggregate consideration received by such Servicesoft Stockholder in connection with the Merger (determined as set forth in Section 4.5 of the Escrow Agreement); provided, however, that such limitation shall not apply to Damages resulting from intentional fraud by such Servicesoft Stockholder. In the event of intentional fraud, the Indemnified Persons agree that they shall seek indemnification against the Escrow Shares pro rata pursuant to the terms of the Escrow Agreement then available under the Escrow Agreement and shall only be entitled to receive indemnification for such claims directly from the Servicesoft Stockholders if all of the Escrow Shares have been released pursuant to the terms of the Escrow Agreement.
Exceptions to Limitations on Liability. Anything contained in the Agreement to the contrary notwithstanding, Seller shall indemnify and defend Buyer from and against all Losses that are incurred or suffered by Buyer in connection with, or resulting from, Excluded Liabilities, and liabilities or breach of representations set forth in Sections 7.4(a), and 7.4.(c), for which neither the one (1) year time limitation of Section 9.2(a) or the Cap of Article IX shall apply.
Exceptions to Limitations on Liability. None of the limitations set forth in Section 8.3.1 shall in any manner limit the liability or indemnification obligations of the Members with respect to: (i) intentional fraud or willful misconduct or (ii) any breach of the representations and warranties made in Sections 2.3, 2.7 and 2.17 hereof.
Exceptions to Limitations on Liability. None of the limitations set forth in Section 8.3.1 shall in any manner limit the liability or indemnification obligations of the OWP Shareholders with respect to fraud or any breach of the representations and warranties made in Sections 2.3, 2.7 and 2.17 hereof or DoveBid with respect to fraud.
Exceptions to Limitations on Liability. None of the limitations set forth in Section 12.3(a) shall in any manner limit the liability or indemnification obligations of the Panopticon Shareholders with respect to: (i) intentional fraud or willful misconduct, (ii) any breach of the representations and warranties made in Section 4.5 or any claim for Damages arising out of or relating to the Non-Exercisable Panopticon Warrants, or (iii) any matter or claim described in Section 12.2(b), except that the liability or indemnification obligation of each individual Panopticon Shareholder with respect to items within (ii) or (iii) above shall be limited to the consideration received or to be received by such Panopticon Shareholder in connection with the Merger.
Exceptions to Limitations on Liability. Notwithstanding the provisions contained in Section 9.4, a Party shall be liable to the other on an unlimited basis for direct, indirect, incidental, or consequential damages, to the extent:
9.5.1 In the case of either Party, arising out of a breach by a Party of the non-disclosure and non-use obligations set forth in this Agreement, including, without limitation to breach of Section 5 (Confidentiality);
9.5.2 In the case of either Party, arising out of such Party’s (as an Indemnifying Party’s) obligations to indemnify for third party claims including for bodily injury, death or damage to real or tangible property resulting from and/or caused by the negligence of Indemnifying Party or its personnel;
9.5.3 In the case of either Party, arising out of a breach of a Party’s obligation to comply with applicable Laws;
9.5.4 In the case of either Party, arising from such Party’s gross negligence or willful misconduct.
Exceptions to Limitations on Liability. None of the limitations set forth in Section 12.3(a) shall in any manner limit the liability or indemnification obligations of the Butane Stockholders with respect to: (i) intentional fraud or willful misconduct, (ii) any breach of the representations and warranties in Sections 4.3 or 4.4, or (iii) any matter or claim described in Sections 12.2(a)(ii) or 12.2(a)(iii), except that the liability or indemnification obligation of each individual Butane Stockholder with respect to items within (ii) or (iii) above shall be limited to the consideration received or to be received by such Butane Stockholder in connection with the Merger. Claims for indemnification pursuant to this Section 12.3(b) shall be addressed, to the extent applicable, in the manner set forth in Sections 3 and 4 of the Escrow Agreement.
Exceptions to Limitations on Liability. No provision of this Agreement shall eliminate or limit the liability of any Manager if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith, or involved intentional misconduct or a knowing violation of law, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that with respect to a distribution the subject of subdivision (a) of Section 508 of the Law his or her acts were not performed in accordance with Section 409 of the Law.
