Indemnity Limitations. Notwithstanding Section 13.1, Insecure shall have no liability for any claim of infringement based on (a) the use of a superseded or altered version of Npcap if infringement would have been avoided by the use of a current or unaltered version of Npcap which Insecure made available to Licensee, provided that Insecure notified Licensee that superseded version contained a possible infringement, (b) the combination, operation or use of Npcap with software, hardware or other materials not furnished by Insecure, if infringement would have been avoided but for such combination, operation, or use, or (c) Licensee violations of the 3rd party licenses disclosed in Article 11.
Indemnity Limitations. The indemnity obligations set forth in sections A and B above shall not apply (i) to any costs or expenses not reasonably incurred by the indemnitee, or (ii) to any claims, causes of action, liabilities, losses, costs and expenses resulting from a default by the
Indemnity Limitations. If Vodafone sources Equipment from a third party manufacturer or reseller, Vodafone shall attempt to secure from it an indemnity against third party claims for infringement of Intellectual Property Rights in the Equipment. Vodafone’s liability to Customer in respect of third party claims for infringement of Intellectual Property Rights in the Equipment will not exceed the liability of the third party manufacturer or reseller to Vodafone.
Indemnity Limitations. Notwithstanding Section 13.1, NSL shall have no liability for any claim of infringement based on (a) the use of a superseded or altered version of Npcap if infringement would have been avoided by the use of a current or unaltered version of Npcap which NSL made available to Licensee, provided that NSL notified Licensee that superseded version contained a possible infringement, (b) the combination, operation or use of Npcap with software, hardware or other materials not furnished by NSL, if infringement would have been avoided but for such combination, operation, or use, or (c) Licensee violations of the 3rd party licenses disclosed in Article 11.
Indemnity Limitations. Except to the extent arising as a direct result of fraud, willful misconduct or willful concealment by any Warrantor (as the case may be), notwithstanding the foregoing provisions, (i) any Indemnified Party shall be entitled to seek indemnification with respect to any Loss after the aggregate amounts of Losses as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by any Warrantor in or pursuant to this Agreement or any Losses indemnifiable pursuant to Sections 9.1, 9.2, and 9.3 are greater than or equal to US$1,000,000; (ii) the aggregate indemnification liability of the Warrantors under this Agreement with respect to the Investor (including all of its relevant Indemnified Parties) shall be capped at the sum of the Subscription Price and the aggregate amount of the Additional Closing Subscription Price of each then outstanding Special Bond (if any); (iii) the Founder Parties shall bear and assume the relevant indemnification liability only when all the Group Companies fail to satisfy the relevant indemnification liability pursuant to this Agreement in full within thirty (30) days after the claim is duly filed; (iv) the Founder Parties shall be exempted and acquitted from any indemnity liabilities provided in this Section 9 as long as the relevant indemnity matter is carried out jointly by Co-CEOs, one of which is appointed by the Investor, or solely by the Founder duly following the instructions or resolutions of the Board and/or Shareholders of the Company; and (v) the aggregate indemnification liability of the Founder Parties under this Agreement with respect to the Investor (including all of its relevant Indemnified Parties) shall be limited to the amount equal to the then fair market value of all the Ordinary Shares held by the Founder Parties in the Company as of the date of this Agreement, which such fair market value shall be determined by the Board in good faith.
Indemnity Limitations. The indemnity obligations set forth in section A and B above shall not apply (i) to any costs or expenses not reasonably incurred by the indemnitee, or (ii) to any claims, causes of action, liabilities, losses, costs and expenses resulting from a default by the indemnitee hereunder. This Lease and each and every provision hereof is subject to the provisions of Massachusetts General Laws, Chapter 186, Section 15, as the same may from time to time be in force and applicable, and wherever any provision herein might be construed to violate said statute, such provision shall be construed as though it included the words "subject and to the extent enforceable in accordance with the provisions of Massachusetts General Laws, Chapter 186, Section 15.
Indemnity Limitations. Notwithstanding anything to the contrary herein, (i) no claim for indemnification for violation of any representation or warranty may be asserted after the second anniversary of the Closing Date; (ii) no party shall have any claim against the other unless and until all damages incurred by such party are in excess of $200,000, in which case such claim shall be for the full amount of such damages; and (iii) the maximum liability of each Indemnifying Party shall be $1,900,000. None of the limitations of this Section 5.3(d) shall apply with respect to (i) any action based upon intentional or fraudulent actions or misrepresentations of any party; or (ii) any action or claim for indemnity in excess of $500 described in Section 5.3(a)(iii) of this Agreement. Notwithstanding anything to the contrary contained herein, the amount of any liability of the Indemnifying Party (the "Liabilities") for which indemnification is due pursuant to this Section 5.3 shall be reduced by the amount of any (i) reduction in federal or state income taxes realized by the Indemnified Party attributable to such Liabilities; (ii) net insurance proceeds received by the Indemnified Party in connection therewith (by virtue of subrogation or otherwise); and (iii) payments received by the Indemnified Party from third parties by virtue of indemnitee or subrogation payments; provided that if any such amounts are received by the Indemnified Party after the Indemnified Party has been fully indemnified for such Liabilities, then such party shall promptly account for and pay such amounts to the Indemnifying Party, up to the amount theretofore paid to such party by the Indemnifying Party as indemnification in respect of such Liabilities.
Indemnity Limitations. (a) Cap; Threshold. Seller’s aggregate liability to the Buyer Indemnified Parties under Section 9.3(i) shall not exceed ten percent (10%) of the Purchase Price, except for Seller’s representations and warranties in Sections 4.1(a), (b), (c), (d), (m) and (n)(i), which shall not be subject to such limit. No claim (other than a claim based on a breach of Sections 4.1(a), (b), (c), (d), (m) and (n)(i)) may be made against Seller for indemnification under Section 9.3(i) with respect to any individual item (or group of related items) of Loss unless such Loss exceeds $50,000 (nor shall any such Loss below such threshold be applied to or considered for purposes of calculating Seller’s aggregate liability to the Buyer Indemnified Parties).
Indemnity Limitations. THE RIGHTS GRANTED TO OEM UNDER SECTION 13.1 SHALL BE OEM’S SOLE AND EXCLUSIVE REMEDY AND NUANCE’S SOLE OBLIGATION FOR (1) ANY ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT. NUANCE SHALL HAVE NO LIABILITY, INCLUDING UNDER SECTION 13.1, TO OEM OR ANY THIRD PARTY IF ANY INFRINGEMENT OR CLAIM OF INFRINGEMENT IS BASED UPON OR ARISES OUT OF: (A) ANY MODIFIED SOFTWARE; (B) ANY OEM OR THIRD-PARTY APPLICATION (BUT ONLY TO THE EXTENT THAT THE SOFTWARE ALONE WOULD NOT HAVE INFRINGED); (C) USE OF THE SOFTWARE IN CONNECTION OR IN COMBINATION WITH EQUIPMENT, DEVICES, OR SOFTWARE NOT PROVIDED BY NUANCE (BUT ONLY TO THE EXTENT THAT THE SOFTWARE ALONE WOULD NOT HAVE INFRINGED); (D) SOFTWARE DEVELOPED OR MODIFIED IN COMPLIANCE WITH OEM’S OR OEM’S AUTHORIZED SUBLICENSEES DESIGN REQUIREMENTS OR SPECIFICATIONS; (E) THE USE OF SOFTWARE OTHER THAN AS PERMITTED UNDER THIS AGREEMENT OR IN A MANNER FOR WHICH IT WAS NOT INTENDED; OR (F) USE OR DISTRIBUTION OF OTHER THAN THE MOST CURRENT RELEASE OR VERSION OF THE SOFTWARE (IF SUCH INFRINGEMENT OR CLAIM WOULD HAVE BEEN PREVENTED BY THE USE OF SUCH RELEASE OR VERSION AND SUCH RELEASE OR VERSION WAS MADE AVAILABLE TO OEM AT LEAST 120 DAYS PRIOR TO SUCH INFRINGEMENT OR CLAIM).
