Exclusion from Indemnification Clause Samples
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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 ▇▇▇▇▇▇▇▇ Transferred Assets or the Additional Tulsa East Assets, though the parties hereto acknowledge the environmental indemnity provided among certain of the ▇▇▇▇▇ Entities and HEP Entities with respect to the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇ Tulsa and ▇▇▇▇▇ Energy Storage — Tulsa LLC.
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 in this Agreement to the contrary, as used in Article III the definition of Assets shall not include the Tulsa Transferred Assets, the ▇▇▇▇▇▇▇▇ Transferred Assets or the Additional Tulsa East Assets, though the parties hereto acknowledge the environmental indemnity provided among certain of the ▇▇▇▇▇ Entities and HEP Entities with respect to the ▇▇▇▇▇▇▇▇ 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. 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. Purchaser shall have no obligation to defend, indemnify and hold Seller or any Stockholder harmless pursuant to Section 10.2(a) hereof with respect to any liability that is an Excluded Liability set forth in Section 2.2 hereof or any liability covered by Seller's and Stockholders' indemnification obligations under Section 10.1 hereof.
Exclusion from Indemnification. ServiceWare shall have no liability for any claim of infringement based on use of the version of ** and/or ** 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. The foregoing indemnification does not extend to Transmission's contractual obligation to compensate landowners as provided in deeds, leases, licenses, or other contracts between Transmission and the owners of the land on which any portion of this Contract between Transmission and the owners of the land on which any portion of this Contract is to be performed, except to the extent that the requirement of compensation is the result of:
(a) Contractor's default under this Contract;
(b) Contractor's trespass on or other improper damage to the property of others; or
(c) Contractor's other act or failure to act which is actionable (whether negligent, willful, reckless, wanton, intentional, Edition April, 1995 - 6 - MS-48157-GN or otherwise tortious), or for which strict, absolute, statutory, or other type of liability may be imposed.
Exclusion from Indemnification. H-E shall not be obligated to indemnify or hold harmless any Indemnitee for any claims, demands, liabilities, penalties, damages, losses, and expenses to the extent arising from: * Confidential Treatment Requested
(a) any Indemnitee’s [*] or failure to adhere substantially and materially to the terms of this Agreement or to comply with applicable federal, state and local laws and regulations; or
(b) with respect to the TDN and the TDNCC as Indemnitees, their [*] or failure to adhere substantially and materially and to the terms of the Study Protocol and/or to comply with applicable federal, state and local laws and regulations, or the reasonable recommendations, suggestions, or patient literature provided by H-E.