Exclusions from Indemnity. Dell has no obligation under section “Dell Intellectual Property Indemnity” above:
(i) if Partner is in material breach of this Agreement; or (ii) for any Claim resulting or arising from (1) any combination, operation, or use of a Dell Product with any other products, services, items, or technology, including Third Party Products and open source software; (2) use for a purpose or in a manner for which the Dell Product was not designed, or use after Dell notifies Partner or End User to cease such use due to a possible or pending Claim; (3) any modification made by any person other than Dell or its authorized representatives; (4) any modifications made by Dell pursuant to instructions, designs, specifications or any other information provided to Dell by or on behalf of Partner or End User; (5) use of any version of a Dell Product when an upgrade or newer iteration of the Dell Product made available by Dell would have avoided the infringement; (6) services provided by Partner or End User (including Claims seeking damages based on any revenue Partner or End User derives from Partner’s or End User’s services); or (7) any data or information which Partner or a third party records on or utilizes in connection with the Dell Products (subsections 1 through 7 are collectively the “Excluded Claims”). Dell has no obligation to defend or indemnify any End User or any other third party.
Exclusions from Indemnity. Dell has no obligation under section “Dell Intellectual Property Indemnity” above: (i) if Partner is in material breach of this Agreement; or (ii) for any Claim resulting or arising from
(1) any combination, operation, or use of a Dell Product with any other products, services, items, or technology, including Third Party Products and open source software; (2) use for a purpose or in a manner for which the Dell Product was not designed, or use after Dell notifies Partner or End User to cease such use due to a possible or pending Claim; (3) any modification made by any person other than Dell or its authorized representatives; (4) any modifications made by Dell pursuant to instructions, designs, specifications or any other information provided to Dell by or on behalf of Partner or End User;
Exclusions from Indemnity. The provisions of this Section 2.13 shall not apply to:
(i) Excluded Taxes;
(ii) Taxes caused by a breach by such Indemnitee of any covenant or the inaccuracy or falsity of any representation or warranty made by such Indemnitee in the Basic Agreements;
(iii) Taxes caused by the gross negligence or willful misconduct of the Indemnitee;
(iv) penalties, additions to Taxes, charges or interest to the extent arising out of the failure of the Indemnitee to pay Taxes (other than Taxes which the Borrower is obligated to pay pursuant to Section 2.9 or this Section 2.13 and not paid by the Borrower in accordance with such sections) or file any required report, return or statement (other than any report, return or statement as to which the Borrower has breached its obligations to such Indemnitee set forth in Section 2.9 or 2.13(c)) to the extent such Indemnitee is legally able to provide such report, return or statement;
(v) Taxes imposed on an Indemnitee arising out of the assignment, sale or other transfer of the Loan or any part thereof by such Indemnitee (other than any assignment, sale or other transfer while an Event of Default is continuing or made pursuant to Section 2.8 or otherwise at the written request of the Borrower);
(vi) Taxes imposed on any assignee, purchaser or transferee of a Loan or a portion thereof (other than any assignee, purchaser or transferee that acquires its interest in a Loan while an Event of Default is continuing) under applicable law in effect on the date of the assignment, sale or transfer to the extent that such Taxes are in excess of the Taxes (as determined at the time of such assignment, sale or other transfer) that would have been imposed on the assignor, seller or transferor under applicable law in effect on the date of such assignment, sale or transfer if such assignment, sale or other transfer had not been made;
(vii) Taxes imposed as a result of activities of the Indemnitee in the jurisdiction imposing such Taxes that are unrelated to the transactions contemplated by the Basic Agreements and that do not result from (A) any Borrower Person or Lessee Person being organized or conducting activities in, or having any other present or former connection with, the jurisdiction imposing such Taxes or (B) the location or use in that jurisdiction of the Aircraft or any part thereof;
(viii) any Tax that is imposed on or with respect to any event or period occurring after the irrevocable payment in full of all amounts payable to the Le...
Exclusions from Indemnity. 10.1 Notwithstanding anything to the contrary in this Agreement, Company shall not be required to indemnify Indemnitee or pay the Expenses of Indemnitee in or with respect to any of the following:
(a) Any Claims (and the Expenses incurred in connection therewith) that are initiated or asserted by Indemnitee and not by way of defense of any Claim, except for claims, actions, suits or proceedings initiated by Indemnitee (1) to enforce his/her indemnification rights under this Agreement or other agreement or insurance policy, or under the Articles or Bylaws, (2) with the prior authorization or approval of the Board of Directors, or (3) as otherwise may be required under the Nevada Corporation Law to establish Indemnitee’s right to indemnity or payment of Expenses (and regardless of its outcome or ultimate disposition).
(b) Any claims asserted or any action, suit or proceeding instituted by Indemnitee to enforce the terms of this Agreement if a court of competent jurisdiction determines that any such claim, action, suit or proceeding was not asserted or instituted by Indemnitee in good faith or is otherwise determined to be frivolous or without any legitimate basis in fact or law. For the avoidance of doubt, it is expressly stated that the Company is obligated to indemnify Executive for claims to enforce the terms of this Agreement that are brought in good faith and are non-frivolous.
(c) Any acts, omissions, activities or other transactions conducted by Indemnitee for or as to which Indemnitee may not be indemnified or relieved of liability under applicable law.
(d) Any Claims (and the Expenses paid in connection therewith) if it is determined in a final non-appealable judgment or order that (1) such payments were made in violation of applicable law, (2) Indemnitee must make an accounting of profits from Indemnitee’s purchase and sale of Company’s securities under or pursuant to the provisions of Section 16(b) of the Exchange Act or a similar provision under federal or state law, or (3) Indemnitee’s acts, actions or omissions involved intentional misconduct, fraud or a knowing violation of law, including any determination that Indemnitee defrauded or stole from Company, misappropriated confidential or proprietary information or the trade secrets of Company, or otherwise converted the assets or properties of Company to his/her own personal use or benefit.
(e) Settlement of any Claim, or any amounts paid in settlement of any Claim, without Company’s written con...
Exclusions from Indemnity. The Development Entity shall not be responsible or be obliged to indemnify an Indemnified Party in respect of any Losses under Section 20.1 (Indemnified Losses) to the extent that the same arise as a direct result of:
(a) a Compensation Event or Relief Event;
(b) the presence of Hazardous Materials on any Project Site that a Transit Agency is deemed to be the sole generator and arranger of pursuant to Section 6.3 (Generator Status), but only to the extent that the relevant Loss does not arise as a direct result of the negligence of the Development Entity or the Development Entity failing to comply with the terms of the Project Documents;
(c) the fraud, negligence, recklessness, bad faith or willful misconduct of an Indemnified Party;
(d) any performance or non-performance by an Indemnified Party of its obligations under the Project Documents; or
(e) any Losses suffered by an Indemnified Party with respect to the use of the Project Data or any Intellectual Property related thereto other than specifically for the CNG Facilities.
Exclusions from Indemnity. The provisions of section 9.02
(a) shall not apply to:
(i) any Tax based on, or measured by, net income, capital, franchise, or net worth (other than sales taxes), including related surcharges and withholding taxes, or any withholding taxes on an Indemnitee's gross income, to the extent that such withholding taxes are imposed solely because that Indemnitee has a place of business outside the United States or holds its Certificate(s) outside the United States; provided, that the provisions of this clause (b)(i) shall not apply to any Taxes imposed in respect of the receipt or accrual of any indemnity payment made or payable pursuant to this Section 9.02;
(ii) any Tax based on or measured by the value of such Indemnitee's interest in any Basic Document, except to the extent imposed without regard to the presence of the Indemnitee, or any Note, in the jurisdiction of the Taxing Authority imposing that Tax;
(iii) any Tax imposed on the Indemnitee as a result of a transfer or other disposition, by such Indemnitee or any of its predecessors in interest, of any interest in the Aircraft or any Basic Document, unless such transfer or disposition occurs after the occurrence of an Event of Default; or
(iv) any Tax in the nature of a penalty, an addition to tax, interest, or fines resulting from the negligence or misconduct of the Indemnitee in connection with the preparation or filing of (or failure to prepare or file) tax returns, or the payment of or failure to pay its taxes, but in each case not if in any way attributable to Borrower's failure to notify
Exclusions from Indemnity. The Corporation shall not indemnify Indemnitee under the terms of the Agreement for Expenses:
(a) to the extent Indemnitee has been indemnified under a policy of insurance purchased and maintained by the Corporation;
(b) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(c) on account of Indemnitee’s conduct which is finally adjudged by non-appealable decision to have been knowingly fraudulent or deliberately dishonest or willful misconduct; or
(d) if a final non-appealable decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.
Exclusions from Indemnity. DataSync shall have no obligation to defend Client or to pay costs, damages or attorney's fees for any claim based upon the combination, operation or use of any of the services furnished hereunder with non-DataSync programs, Third Party Software, or data if such infringement would have been avoided but for the combination, operation or use of these services with such programs or data.
Exclusions from Indemnity. Active assumes no liability hereunder for any compliance with Partner's specifications. Active shall have no obligation to defend the Partner or to pay costs, damages or attorney's fees for any claim based upon: (i) use of other than a current unaltered release of the Active Materials; or (ii) the combination, operation or use of any Active Materials furnished hereunder with non-Active programs or data if such infringement would have been avoided but for the combination, operation or use of the Active Materials with such programs or data.
Exclusions from Indemnity. Xxxxxxxx will not indemnify the Licensee if such infringement, suspected infringement or alleged infringement arises from:
(a) use of the Software or Deliverables in combination by any means and in any form with other goods not specifically approved by Alcidion;
(b) use of the Software or Deliverables in a manner or for a purpose not reasonably contemplated or not authorised by Xxxxxxxx;
(c) modification or alteration of the Software or Deliverables without prior consent in writing of Alcidion; or
(d) any transaction entered into by the Licensee relating to the Software or Deliverables without Xxxxxxxx's prior consent.
