Exclusion from Indemnification. Notwithstanding anything in this Agreement to the contrary, in no event shall Supplier be liable for, or be required to indemnify S&W or its Protected Parties for, Losses arising from (i) the use of the Products in any manner not otherwise authorized under this Agreement or that does not materially conform with any usage instructions provided by Supplier, (ii) S&W’s marketing, advertising, promotion or sale of any product containing the Products, except to the extent such marketing or promotion is consistent with materials provided by Supplier; (iii) Supplier’s compliance with any Specifications or design supplied by S&W; or (iii) any modifications or changes made to the Products by or on behalf of any person other than Supplier.
Exclusion from Indemnification. Notwithstanding anything in this Agreement to the contrary, as used in Article III the definition of Assets shall not include the Tulsa Transferred Assets, the Xxxxxxxx Transferred Assets or the Additional Tulsa East Assets, though the parties hereto acknowledge the environmental indemnity provided among certain of the Xxxxx Entities and HEP Entities with respect to the Xxxxxxxx Transferred Assets and the Additional Tulsa East Assets contained in the Tulsa Throughput Agreement.
Exclusion from Indemnification. The Company shall not be responsible for Plan Sponsor's lost profits, exemplary, special, punitive, or consequential damages or be liable to the Plan Sponsor for the same.
Exclusion from Indemnification. VDI shall not be required to take any of the actions described in Section 16.2 or be required to indemnify AMCI and, shall have no liability for any claim of infringement of the Intellectual Property Rights of any third party based on use of Technology, Products, Services and/or the Network by AMCI pursuant to this Agreement if any part thereof has been modified or combined with other technology without the express prior written approval of VDI.
Exclusion from Indemnification. Notwithstanding anything to the contrary set forth in this Agreement, the Sellers shall have no liability for any Losses incurred by any Indemnified Party with respect to the events specified in Schedule 8.3(d)(iv).
Exclusion from Indemnification. Notwithstanding anything in this Agreement to the contrary, as used in Article III the definition of Assets shall not include the Tulsa Transferred Assets, the Xxxxxxxx Transferred Assets or the Additional Tulsa East Assets, though the parties hereto acknowledge the environmental indemnity provided among certain of the Xxxxx Entities and HEP Entities with respect to the Xxxxxxxx Transferred Assets and the Additional Tulsa East Assets contained in the First Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement (Tulsa East) dated March 31, 2010 by and between Xxxxx Tulsa and Xxxxx Energy Storage — Tulsa LLC.
Exclusion from Indemnification. ServiceWare shall have no liability for any claim of infringement based on use of the version of KPV and/or KPA provided to Licensee by ServiceWare under this Agreement that has been modified or combined with other software, if the infringement would have been avoided by use of the unmodified or uncombined version.
Exclusion from Indemnification. Notwithstanding anything in this Agreement to the contrary, as used in Article III the definition of Assets shall not include the Tulsa Transferred Assets or the Xxxxxxxx Transferred Assets.
Exclusion from Indemnification. Seller and Stockholders shall have no obligation to defend, indemnify or hold Purchaser harmless pursuant to Section 10.1 hereof with respect to any liability that is included within the Assumed Liabilities expressly set forth in Section 2.1 hereof or any liability covered by Purchaser's indemnification obligations under Section 10.2 hereof.
Exclusion from Indemnification. Notwithstanding anything to the contrary set forth herein, no Recycling Indemnified Party shall have a claim for indemnification against the Control Shareholders based upon any environmental remediation conducted at Ferex Owned Real Property
