Limitation of Indemnity Sample Clauses

Limitation of Indemnity. 3.1 Subject to Clause 31.9, an indemnity by either Party under any provision of this Agreement will be without limitation to any indemnity by that Party under any other provision of this Agreement.

Limitation of Indemnity. To the extent, if at all, 56-7-1 NXXX 0000, as amended, is applicable, any agreement to indemnify, hold harmless, insure or defend another party contained herein or in any related documents will not extend to liability, claims, damages, losses or expenses, including attorneys’ fees, arising out of bodily injury to persons or damage to property caused by or resulting from, in whole or in part, the negligent act or omission of any indemnitee, its officers, employees or agents.

Limitation of Indemnity. Notwithstanding anything to the contrary in the Agreement, the School Board of Brevard County shall not be liable to hold harmless or indemnify the Contracting Party unless the loss or claim that gives rise to the claim for indemnity is materially and proximately caused by some breach, fault or wrongdoing on the part of the School Board or on the part of any agent or employee of the School Board for which the School Board is responsible. In addition, in no event shall the obligation of the School Board to hold harmless or indemnify the Contracting Party or any other third party exceed the limits of liability set out in the Limited Waiver of Sovereign Immunity Statute under Florida law, § 768.28, Florida Statutes.

Limitation of Indemnity. Notwithstanding anything to the contrary contained in this Article 8, the Indemnified Party shall have no claim for Indemnifiable Damages unless and until all Indemnifiable Damages incurred under this Section 8.4 of each Related Agreement with each Other Company exceeds Two Hundred Fifty Thousand and no/100 ($250,000.00) ("Basket Amount"), in which event the Indemnifying Party shall be liable for only such Indemnifiable Damages in excess of the Basket Amount; provided, however, that the limitations of (i) this Section 8.4 shall not apply to (i) any fraud or intentional misrepresentation, (ii) any intentional breach under this Agreement, (iii) any misrepresentation or breach under Sections 6.2.1, 6.2.2, 6.2.3 or 3.16 and (iv) any liabilities of Stockholders or Seller other than Assumed Liabilities. Additionally, Seller shall not be liable for Indemnifiable Damages in excess of the Purchase Price, nor shall a Stockholder be liable in excess of the value of the Group 1 stock received by such Stockholder.

Limitation of Indemnity. An indemnity by the Development Entity under any provision of the Project Documents shall be without limitation to any indemnity by the Development Entity under any other provision of the Project Documents.

Limitation of Indemnity. Licensor shall have no liability to Licensee or any assignee, transferee, or sublicensee of Licensee, as applicable, for any claim of infringement that is based upon any combination of the Licensed Software with software not supplied by or authorized by Licensor if such claim would have been avoided but for such combination; or any modifications to the Licensed Software other than Releases provided by Licensor or otherwise approved by Licensor. This Section 9 sets forth Licensor's only obligations and Licensee's only remedies for claims that the Licensed Product infringes on the Intellectual Property Rights of a third party.

Limitation of Indemnity. The maximum amount of the indemnity of Prior Insurer provided by this agreement shall not exceed the lesser of: 1. the extent of liability of the Prior Insurer under the Prior Policy, 2. the amount of insurance as defined in the Prior Policy, or 3. $ [Insert Amount].

Limitation of Indemnity. Notwithstanding anything to the contrary contained in Section 5, Section 6 or any other section of this Agreement, we will not indemnify you or advance expenses in connection with a Proceeding which you initiated unless our Board of Directors authorized the Proceeding (or any part thereof). We also will not indemnify you: - to the extent that payment is made to you or on your behalf under a valid and collectible insurance policy; - to the extent that you receive payment other than under this Agreement; - with respect to directors' acts or omissions for which our Certificate of Incorporation may not limit liability under Delaware law; or - if a court having final jurisdiction determines in a final decision that such indemnification is not lawful.

Limitation of Indemnity. Notwithstanding any provisions herein to the contrary: (a) Neither party shall be liable to the other party for any misrepresentation, the breach of any warranty or the failure to fulfill any covenant or agreement herein if such other party shall have had "actual knowledge" of the facts upon which such misrepresentation, breach or failure to fulfill is based at or prior to the Effective Date. For purposes of this Section 12.3(a) "actual knowledge" on the part of Sentry or Acquiree, respectively, shall mean the actual knowledge of one or more of its executive employees; and

Limitation of Indemnity. THE INDEMNITY CONTAINED IN THIS SECTION 7 STATES THE ENTIRE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO ANY AND ALL MISAPPROPRIATION OR INFRINGEMENT BY THE PRODUCT, OR ANY PARTS THEREOF, OF ANY PATENTS, TRADEMARKS, TRADE SECRETS, COPYRIGHTS, MASK WORKS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AND IS EXPRESSLY IN LIEU OF ALL WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN REGARD THERETO. THE REMEDIES OF THE PARTIES SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES.