LIMITATION OF LIABILITY; INDEMNIFICATION OF PROVIDING COMPANY. Receiving Company shall indemnify and hold harmless Providing Company's Indemnitees in respect of all Liabilities related to, arising from asserted against or associated with Providing Company' furnishing or failing to furnish the Services provided for in this Agreement, other than Liabilities arising out of the willful misconduct following the Effective Date of Providing Company or any member of Providing Company's Group. The provisions of this indemnity shall apply only to losses which relate directly to the provision of Services. Such indemnification obligation shall be a Liability of Receiving Company for purposes of the Separation and Distribution Agreement and the provisions of Article V thereof with respect to indemnification shall govern with respect thereto. In no event shall Receiving Company or any member of Receiving Company's Group have any Liability for any incidental, indirect, special or consequential damages, whether or not caused by or resulting from negligence or breach of obligations hereunder and whether or not informed of the possibility of the existence of such damages.
Appears in 1 contract
Samples: Interim Services and Systems Replication Agreement (Agere Systems Inc)
LIMITATION OF LIABILITY; INDEMNIFICATION OF PROVIDING COMPANY. Receiving Company shall indemnify and hold harmless the Providing Company's Indemnitees in respect of all Liabilities related to, arising from from, asserted against or associated with Providing Company' 's furnishing or failing to furnish the Services provided for in this Agreement, other than Liabilities arising out of the willful misconduct following the Effective Closing Date of Providing Company or any member of the Providing Company's Group. The provisions of this indemnity shall apply only to losses which relate directly to the provision of Services. Such indemnification obligation shall be a Liability of the Receiving Company for purposes of the Separation and Distribution Agreement and the provisions of Article V thereof with respect to indemnification shall govern with respect thereto. In no event shall Receiving Company or any member of the Receiving Company's Group have any Liability for any incidental, indirect, special or consequential damages, whether or not caused by or resulting from negligence or 15 breach of obligations hereunder and whether or not informed of the possibility of the existence of such damages.
Appears in 1 contract
Samples: Interim Services and Systems Replication Agreement (Lucent Technologies Inc)
LIMITATION OF LIABILITY; INDEMNIFICATION OF PROVIDING COMPANY. Receiving Company shall indemnify and hold harmless the Providing Company's ’s Indemnitees in respect of all Liabilities related to, arising from from, asserted against or associated with Providing Company' ’s furnishing or failing to furnish the Services provided for in this Agreement, other than Liabilities arising out of the willful misconduct or gross negligence following the Effective Date of Providing Company or any member of the Providing Company's ’s Group. The provisions of this indemnity shall apply only to losses which relate directly to the provision of Services. Such indemnification obligation shall be a Liability of the Receiving Company for purposes of the Separation and Distribution Agreement and the provisions of Article V thereof with respect to indemnification shall govern with respect thereto. In no event shall Receiving Company or any member of the Receiving Company's ’s Group have any Liability for any incidental, indirect, special or consequential damages, whether or not caused by or resulting from negligence or breach of obligations hereunder and whether or not informed of the possibility of the existence of such damages.
Appears in 1 contract
Samples: Interim Services and Systems Replication Agreement (Teradata Corp /De/)
LIMITATION OF LIABILITY; INDEMNIFICATION OF PROVIDING COMPANY. Receiving Company shall indemnify and hold harmless Providing Company's Indemnitees in respect of all Liabilities related to, arising from asserted against or associated with Providing Company' Company furnishing or failing to furnish the Services provided for in this Agreement, other than Liabilities arising out of the willful misconduct or gross negligence following the Effective Date of Providing Company or any member of Providing Company's Group. The provisions of this indemnity shall apply only to losses which relate directly to the provision of Services. Such indemnification obligation shall be a Liability of Receiving Company for purposes of the Separation and Distribution Agreement and the provisions of Article V IV thereof with respect to indemnification shall govern with respect thereto. In no event shall Receiving Company or any member of Receiving Company's Group have any Liability for any incidental, indirect, special or consequential damages, whether or not caused by or resulting from negligence or breach of or obligations hereunder and whether or not informed of the possibility of the existence of such damages.
Appears in 1 contract