No Company Liability. All Confidential Information is provided “AS IS” and the Company makes no warranty regarding the accuracy or reliability of such information. Neither the Company nor any of its advisors or representatives shall have any liability to the Independent Contractor or any of its representatives resulting from the Independent Contractor’s use of the Confidential Information.
No Company Liability. All RSUs granted hereunder are intended to be compliant with Code Section 409A, and shall be interpreted, construed and operated to reflect this intent. Notwithstanding the foregoing, this Agreement and the Plan may be amended at any time, without the consent of any party, to the extent that is necessary or desirable to satisfy any of the requirements under Code Section 409A, but the Company shall not be under any obligation to make any such amendment. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary based on matters covered by Code Section 409A, including the tax treatment of any amount paid or RSUs granted under this Agreement, and neither the Company nor any of its Subsidiaries shall under any circumstances have any liability to the Grantee or his or her estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Code Section 409A.
No Company Liability. All RSUs and any Dividend Equivalents granted hereunder are intended to be compliant with Code Section 409A, and this Agreement and the Plan shall be interpreted, construed and operated to reflect this intent. Notwithstanding the foregoing, this Agreement and the Plan may be amended at any time, without the consent of any party, to the extent that is necessary or desirable to satisfy any of the requirements under Code Section 409A, but the Company shall not be under any obligation to make any such amendment. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary based on matters covered by Code Section 409A, including the tax treatment of any amount paid or RSUs and any Dividend Equivalents granted under this Agreement, and neither the Company nor any of its Subsidiaries shall under any circumstances have any liability to the Grantee or his or her estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Code Section 409A.
No Company Liability. The CS Entities undertake to ensure that the requirements of Section 1 are fulfilled. The Company will not be liable to the CS Entities or to any other person for any claims arising from the Company’s good faith efforts to enforce the requirements of Section 1 or for any claims arising from the Company’s failure to enforce the requirements of Section 1.
No Company Liability. Other than the liquidated damages or fines provided for in the Franchise Agreement, the Company shall have no liability to the District, to any other user of the I-Net Fiber, or to any other third party for any performance failure of the I-Net Fiber including without limitation any outage or interruption of service. Further, the Company shall have no liability for the content of any transmissions made over the I-Net Fiber. Additionally, the District shall indemnify and hold the Company harmless for any liability arising out of the District’s construction, repair or operation of the I-Net Fiber or other fiber connected to the I-Net Fiber. Any financial obligation or liability that the District may incur by virtue of this Section 13 shall be subject to the availability of appropriations authorized by Congress at the time the obligation or liability is created. The District shall have such indemnification obligation covered under an insurance policy which names the Company as a beneficiary, so that to the extent the District’s indemnification obligation is not fulfilled pursuant to a Congressional appropriation as described above, then the Company may recover from such insurance policy. The Company shall have an opportunity to review such insurance policy.
No Company Liability. Except as set out in the existing shareholders agreement (that shall be terminated prior to the Closing) or as disclosed in Section 2.7 of the Vendor Disclosure Schedule, such Vendor does not, directly or indirectly have any active or pending claim or demand against the Company, whether in the form of any Action or Proceeding, Contract or Liability whatsoever.
No Company Liability. Notwithstanding any provision herein, the inclusion of representations, warranties, covenants and obligations of the Company herein shall be deemed for all purposes to only apply if the Closing does not take place for any reason, and the Company shall have no liability to any party hereunder in the event that the Closing takes place. For greater certainty, the Beneficial Holders shall not be entitled to seek contribution or claim any payment from the Company hereunder for any reason, including in respect of any claims by the Parent or the Buyer in respect of alleged breaches of representations, warranties and covenants of the -42- 49 Company hereunder (it being understood that the Beneficial Holders shall themselves solely take responsibility for all such breaches on the terms specified herein whether or not caused by or with the knowledge of the Company).
No Company Liability. The GEAR Parties may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine or to be signed by properly authorized persons of the Subscriber. The Subscriber acknowledges and agrees that the Subscriber shall be liable for any loss, liability, claim, damage and expense whatsoever (including all expenses incurred in investigating, preparing or defending against any claim whatsoever) arising out of or based upon any inaccuracy in the representations and warranties in the information Subscriber provides to the Company.
No Company Liability. The Company assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon: (i) any method or process in which the Licensed Materials may be used by Licensee; (ii) any results of using the Licensed Materials; (iii) any use of other than a current unaltered release of the Company Software; or (iv) the combination, operation or use of any Licensed Materials furnished hereunder with non-Company programs or data if such infringement would have been avoided by the combination, operation, or use of the Licensed Materials with other programs or data. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE COMPANY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
No Company Liability. Employee hereby acknowledges and agrees that the Company shall not be liable (i) for all or any portion of any taxes, penalties, interest or other expenses that Employee incurs or may incur on account of any payment made to Employee under this Agreement not complying with an applicable law, including, without limitation, Section 409A, or (ii) for any failure of the Company to withhold any tax or other amount required to be withheld therefrom pursuant to an applicable law.
