No Obligation to Indemnify. The Parties expressly acknowledge that the conditions, including economic conditions, agreed upon in connection with the transaction hereunder are not subject to any variation or adjustment due to known or unknown, active or passive contingencies and/or Encumbrances of any nature, irrespective of the person to which such event is related. Except as expressly provided in Section 4.1 above, the Parties expressly agree that the transaction hereunder is conducted without any estimate or expectation of indemnification for damages or losses that may be potentially suffered by the Buyer and/or any of its Affiliates, directly or indirectly, including directly or indirectly arising out of or related to contingencies and/or liabilities of the Company and/or any of the entities of the Economic Group of the Company, of any nature, irrespective of the amount involved. Accordingly, no indemnification, payment, compensation or reimbursement obligation shall be due at any time, currently or in the future, by the Sellers or any of their Affiliates in relation to the Buyer, the Company or any entity of the Economic Group of the Company, or in relation to the respective shareholders, members of management, advisors, employees or any related parties, as a result of loss or damage, disbursed or not, whether due to any acts, events or omissions occurring prior to the date hereof, or due to increased liabilities or decreased assets, or otherwise, and that is directly or indirectly suffered by any person, as a result of the transaction hereby agreed, including due to succession or joint and several or secondary liability, of any nature, including, but not limited to, commercial, civil, regulatory, tax, labor, social security, environmental, health and antitrust liability and/or any other liability. Likewise, without prejudice to the generality of the foregoing, the Buyer expressly agrees that there shall be no indemnification obligation regarding any Claims or loss and damage related to and/or arising out of ongoing and potential disputes between the Company, any entities of the Economic Group of the Company, the respective shareholders and/or members of management at any time, including as a result of the events occurring prior to the date hereof.
No Obligation to Indemnify i. If the data subject has already received compensation for the same damage, GitHub has no obligation to indemnify.
ii. If GitHub can prove the disclosure did not violate Chapter V of the GDPR, GitHub has no obligation to indemnify.
No Obligation to Indemnify. No party hereto shall be obligated to indemnify any other Person with respect to any Losses with respect to any matter to the extent such matter was included in the calculation of the adjustment to the Estimated Aggregate Consideration pursuant to Section 2.06(b).
No Obligation to Indemnify. Nothing in this Agreement shall create any obligation on the part of the Company to indemnify, reimburse, or otherwise compensate Employee for any taxes, interest, penalties, costs, losses, damages, or expenses arising out of any violation of Section 409A or any corresponding provision of state, local, or foreign law.
