Common use of Limitation as to Indemnified Parties' Own Negligence Clause in Contracts

Limitation as to Indemnified Parties' Own Negligence. The respective obligations of the Indemnifying Parties under paragraph (a) and (b) above to provide indemnification shall be terminated, modified or abated as appropriate if the underlying claim giving rise to Damages for which such indemnification is provided hereunder (i) would not have arisen but for a voluntary act which (A) is carried out by the Indemnified Party after Closing otherwise than in the ordinary course of business or (B) is carried out at the request of, or with the approval, concurrence or assistance of the Indemnified Party or (ii) is based, in whole or in part, on the negligence or willful misconduct of the party seeking indemnification. For purposes of this Section 10.2(c), "voluntary" shall mean an act other than any act which is required to be taken by law or which, if taken, would constitute prudent business practice.

Limitation as to Indemnified Parties' Own Negligence. The respective obligations of the Indemnifying Parties under paragraph paragraphs (a) and (b) above to provide indemnification shall be terminated, modified or abated as appropriate if the underlying claim giving rise to Damages for which such indemnification is provided hereunder (i) would not have arisen but for a voluntary act which (A) is carried out by the Indemnified Party after Closing otherwise than in the ordinary course of business or (B) is carried out at the request of, or with the approval, concurrence or assistance of the Indemnified Party or (ii) is based, in whole or in part, on the negligence or willful misconduct of the party seeking indemnification. For purposes of this Section 10.2(c9.2(c), "voluntary" shall mean an act other than any act which is required to be taken by law or which, if taken, would constitute prudent business practice.

Limitation as to Indemnified Parties' Own Negligence. The respective obligations of the Indemnifying Parties under paragraph subsections (a) and (b) above to provide indemnification shall be terminated, modified or abated as appropriate if to the extent that the underlying claim giving rise to Damages for which such indemnification is provided hereunder (i) would not have arisen but for a voluntary act which (A) is carried out by the Indemnified Party after Closing otherwise than in the ordinary course of business or (B) is carried out at the express written request of, or with the express written approval, concurrence or with the knowing assistance of the Indemnified Party or (ii) is based, in whole or in part, on the negligence gross negligence, bad faith or willful misconduct of the party seeking indemnification. For purposes of this Section 10.2(c9.2(c), "voluntary" shall mean an act other than any act which is required to be taken by law or which, if taken, would constitute prudent business practice.

Limitation as to Indemnified Parties' Own Negligence. The respective obligations of the Indemnifying Parties indemnifying parties under paragraph (a) Sections 10.1 and (b) 10.2 above to provide indemnification shall be terminated, modified or abated as appropriate if the underlying claim giving rise to Damages damages for which such indemnification is provided hereunder (i) would not have arisen but for a voluntary act which (A) is carried out by the Indemnified Party indemnified party after Closing otherwise than in the ordinary course Ordinary Course of business Business or (B) is carried out at the request of, or with the approval, concurrence or assistance of the Indemnified Party indemnified party or (ii) is based, in whole or in part, on the negligence or willful misconduct of the party seeking indemnification. For purposes of this Section 10.2(c)10.4 , "voluntary" shall mean an act other than any act which is required to be taken by law or which, if taken, would constitute prudent business practice.