Limitation of Indemnification Liability. Except as set forth in this Section 9.2, the Manager will have no liability to FNF for or in connection with any of the services rendered hereunder or for any actions or omissions of the Manager in connection with the provision of any services hereunder. Subject to the provisions hereof and subject to Section 8, the Manager will indemnify, defend and hold harmless FNF, each Subsidiary and Affiliate of FNF, each of their respective past and present Representatives, and each of their respective successors and assigns (collectively, the “FNF Indemnified Parties”) from and against any and all Damages incurred or suffered by the FNF Indemnified Parties arising or resulting from either of the following:
(i) any claim that the Manager’s use of the software or other intellectual property used to provide the services, or any results and proceeds of such services, infringes, misappropriates or otherwise violates any United States patent, copyright, trademark, trade secret or other intellectual property rights; provided, that such intellectual property indemnity shall not apply to the extent that any such claim arises out of any modification to such software or other intellectual property made by FNF without the Manager’s authorization or participation, or
(ii) the Manager’s gross negligence, willful misconduct, improper use or disclosure of customer information or violations of law; provided, that in each of the cases described in subclauses (i) and (ii) above, the amount of Damages incurred or sustained by FNF shall be reduced to the extent such Damages shall have been caused or contributed to by any action or omission of FNF in amounts equal to FNF’s equitable share of such Damages, determined in accordance with its relative culpability for such Damages or the relative fault of FNF or its Subsidiaries.
Limitation of Indemnification Liability. In no event shall ParkerVision be liable under Section 14 (ParkerVision Obligations) for any infringement or misappropriation: (i) by any product not provided by ParkerVision hereunder; or (ii) arising from a combination with, addition to, or modification of the ParkerVision RF Components by anyone other than ParkerVision.
Limitation of Indemnification Liability. 1. A Party may demand for indemnification pursuant to Section 7.1 (excluding demand for indemnification with respect to breach of LINE’s representations and warranties set forth in Items (1) to (3) of Exhibit 5.1.2 and breach of ZHD’s representations and warranties set forth in Items (1) to (3) of Exhibit 5.
Limitation of Indemnification Liability. Except to the extent --------------------------------------- expressly provided in Section 7.2(g), the liability of any Indemnifying Party for indemnification under Section 7.1 and for all other claims under this Agreement or with respect to the Purchase and Exchange shall be limited as follows:
(a) Except as provided in Section 2.2(b), the indemnification provisions contained in this Article VII set forth the exclusive remedies for money damages owing from Sellers to the Buyer Indemnified Parties and from Buyer to the Seller Indemnified Parties that arise under this Agreement. Buyer shall have no indemnification obligations under this Article VII in the event that the Escrow Deposit and all earnings thereon are payable to Sellers pursuant to the third sentence of Section 2.2(b).
(b) Except with respect to Damages otherwise indemnifiable hereunder arising out of (i) the breach of the representations and warranties contained in Section 3.1, 3.2, 3A.1, 3.6, 4.1, 4.2 or 4.6, (ii) Buyer's failure to satisfy its obligations to pay the Cash Consideration as provided in Section 2.2 or (iii) the failure of Buyer or Sellers' Agent's and Sellers to satisfy their respective payment obligations in respect of the Net Working Capital Adjustments as provided in Section 2.6, no Indemnifying Party shall have any liability for any Damages otherwise indemnifiable by such Indemnifying Party hereunder unless the aggregate amount of Damages exceeds $1,000,000, in which event the Indemnifying Party shall have liability for such Indemnifiable Damages only to the extent that the aggregate amount of such Damages exceeds $250,000.
(c) No Indemnifying Party shall have any liability for any Damages with respect to which a Notice of Claim has not been given to the Sellers' Agent or Buyer (as applicable) prior to the applicable Expiration Date. The Indemnifying Party shall continue to be liable for any Indemnity Claim for which a Notice of Claim has been given prior to the applicable Expiration Date until such Indemnity Claim has been satisfied or otherwise resolved as provided in this Article VII.
(d) Except with respect to Damages otherwise indemnifiable hereunder arising out of the breach of the representations and warranties contained in Section 3.1, 3.2, 3A.1, 3.6, 4.1, 4.2 or 4.6, no Indemnifying Party shall have any liability for any Damages otherwise indemnifiable by such Indemnifying Party hereunder to the extent that the aggregate amount of such Damages exceeds $7,000,000.
(e)...
Limitation of Indemnification Liability. The indemnification liability of the parties under Article 8.1 and Article 8.2 is subject to the following limitations: The Indemnified Party must take all reasonable measures to minimize damages upon becoming aware of circumstances that could give rise to such damages. The Indemnified Party cannot claim indemnification for damages resulting from its failure to take reasonable steps to minimize damages. Indemnification liability under this Agreement shall not be duplicated for facts and circumstances constituting a violation of one or more representations, warranties, covenants, or obligations.
Limitation of Indemnification Liability. In no event shall ParkerVision be liable under Section 15.1 for any infringement or misappropriation: (i) by any product or technology not provided and licensed by ParkerVision hereunder; or (ii) arising from a combination with, addition to, or modification of the Licensed Technology. In no event shall ParkerVision’s liability under Section 15.1 over the term of this Agreement, including without limitation any damages, settlement or license fees paid to a third party pursuant to ParkerVision’s indemnification obligations to ITT under Section 15.1, exceed [*]. However, the foregoing limitation of liability in the previous sentence shall not apply with respect to [*].
Limitation of Indemnification Liability. Neither party shall have any liability under this Section to the other or its directors, personnel, owners, and agents to the extent that damages, losses, obligations, deficiencies, liabilities, costs, expenses, penalties, claims and encumbrances result from the willful misconduct or gross negligence of the Party seeking indemnification (or whose directors, personnel, owners, and agents are seeking indemnification), or that of its officers directors, agents or employees.
Limitation of Indemnification Liability. Under no circumstances xxxx Xxxxxx County be required to pay any amounts in excess of the limits on liability established in Minnesota Statutes § 466.04, without regard to any exceptions set forth in Minnesota Statutes § 466.03.
