Exclusions and By American Sample Clauses

Exclusions and By American. Notwithstanding anything herein to the contrary, Aircell’s indemnity obligation shall not apply to (i) any designs, specifications or modifications, subsequent to the design and specifications provided by Aircell at the time the ABS Equipment is installed, originating with, or performed by, American or its contractors (other than Aircell), ), unless such modifications are necessary to make the ABS Equipment or Software compatible with the A/C or its systems and are approved in advance by Aircell (which approval will not be unreasonably withheld), (ii) the combination by American or its contractors (other than Aircell), subsequent to the time the ABS Equipment is installed, of the ABS Equipment (including Software) with other equipment or software not supplied by Aircell, except equipment or software necessary to operate the A/C or its Systems and approved in advance by Aircell (which approval will not be unreasonably withheld), (iii) misuse of the ABS Equipment, Software or Aircell Broadband Service by American or its contractors (other than Aircell), (iv) the negligence, gross negligence, recklessness, bad faith, illegal act, misrepresentation or malicious or willful misconduct of American or any of its officers, directors, agents, representatives, employees or contractors; provided, however, that such exclusion shall not extend to any liability to a third party alleging intellectual property infringement that results from American installing the ABS Equipment and/or operating the System on any Retrofit A/C in accordance with the terms of this Agreement, (v) any issue caused by the failure of American or its contractors (other than Aircell) to follow the Installation Guidelines, (vi) Aircell’s implementation and operation, at American’s request, of a system that filters Exhibit B-28 and/or blocks objectionable content (other than VOIP); provided, however, that the exclusion from indemnification described in this clause (vi) shall not extend to any claim, suit or demand arising out of Aircell’s failure to implement and operate the system in accordance with agreed-upon specifications, or (vii) American’s material breach of Section 14.1 or 14.2 of this Agreement, Article 5 or 8 of Exhibit I to this Agreement or the NDA ((i) – [***].