Except to the extent Sample Clauses

Except to the extent. Article 4.4.6 applies, each Party shall be responsible for, and shall indemnify, defend and hold harmless the other Party and the other Party’s Eligible Indemnitees from, any Third Party Claim to the extent arising out of the acts or omissions of the indemnifying Party, the indemnifying Party’s Affiliates and their respective officers, directors (or equivalent), employees, agents and Contractors following the Commencement Date and any Loss that the other Party or the other Party’s Eligible Indemnitees may incur as a result of such Third Party Claim.
Except to the extent that there is a written waiver of rights of recovery by Tenant against Landlord and except that Tenant's rights against Landlord with respect to Hazardous Substances at the Premises shall be exclusively governed by the provisions of Section 7 of this Lease, Landlord shall indemnify and defend Tenant from and against any liabilities, damages, judgments, expenses, and costs (including, without limitation, legal fees) for which Tenant is held responsible, or which are incurred by Tenant, in connection with third party claims against Tenant as a result of any act or omission of Landlord, its agents, or employees or any breach by Landlord of Landlord's obligations under this Agreement; provided, however, the foregoing obligation of Landlord to indemnify and defend Tenant shall be inapplicable to the extent that any liabilities, damages, judgments, expenses, and costs (including, without limitation, legal fees) for which Tenant is held responsible, or which are incurred by Tenant, result from the negligent or unlawful acts of Tenant, its agents, or employees. Landlord's rights against Tenant with respect to Hazardous Substance at the Premises shall be exclusively governed by the provisions of Section 7 of this Lease, Tenant shall indemnify and defend Landlord from and against any liabilities, damages, judgments, expenses, and costs (including, without limitation, legal fees) for which Landlord is held responsible, or which are incurred by Landlord, in connection with third party claims against Landlord as a result of any act or omission of Tenant, its agents, employees or any breach by Tenant of Tenant's obligations under this Agreement; provided, however, the foregoing obligation of Tenant to indemnify and defend Landlord shall be inapplicable to the extent that any liabilities, damages, judgments, expenses, and costs (including, without limitation, legal fees) for which Landlord is held responsible, or which are incurred by Landlord, result from the negligent or unlawful acts of Landlord, its agents, or employees.
Except to the extent. (if at all) prohibited by law or public policy, neither Carrier nor Telco shall be liable to the other Party for any indirect, incidental, consequential, reliance, special or punitive damages suffered by the other Party (including, without limitation, damages for harm to business, Loss of anticipated revenues, savings, or profits, or other economic Loss suffered by such other Party), regardless of the form of action, whether in contract, warranty, strict liability, tort or otherwise, including without limitation negligence of any kind, whether active or passive (and including alleged breaches of this Agreement and causes of action alleged to arise from allegations that breach of this Agreement constitutes a violation of the Act or other statute), and regardless of whether the Parties knew or had been advised of the possibility that such damages could result in connection with or arising from anything said, omitted, or done hereunder or related hereto including willful acts or omissions (collectively, “Consequential Damages”); provided that the foregoing shall not limit (i) a Party’s obligation under this Agreement to indemnify, defend, and hold the other Party harmless against any amounts payable to a Third Party, including any Losses, costs, fines, penalties, criminal or civil judgments or settlements, expenses (including attorney’s fees) and Consequential Damages of such Third Party, or (ii) a Party's liability to the other Party for willful or intentional misconduct, including gross negligence. Except as provided in the prior sentences, each Party hereby releases and holds harmless the other Party (and such other Party’s Affiliates, and their respective officers, directors, employees and agents) from any such Claim.
Except to the extent indicated in Section 3.27.1 of the Target Disclosure Schedule, all such claims, inquiries, citations, or proceedings have been terminated or will be terminated at a cost to Target and Target Subsidiaries of not more than Five Thousand Dollars ($5,000) in any one instance and not more than Five Thousand Dollars ($5,000) in the aggregate.
Except to the extent. A Boy Is No One may be liable to the Client pursuant to this Agreement, the Client shall indemnify and keep A Boy Is No One indemnified in full against any and all costs, claims, damages, fines, penalties and liabilities incurred by A Boy Is No One as a result of any act, error or omission of the Client throughout the duration of the Agreement (including but not limited to any negligence, breach of statutory duty or breach by the Client of its obligations pursuant to this Agreement).
Except to the extent. EXPRESSLY PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THE CREDIT AGREEMENT, THIS NOTE OR ANY OF THE OTHER LENDER AGREEMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY LENDER OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (B) ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS NOTE, THE CREDIT AGREEMENT AND THE OTHER LENDER AGREEMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND
Except to the extent. EXPRESSLY SET FORTH IN ------- ---------- SECTION 3.1, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND BY ANY ONE OR MORE OF THE OTHER ACQUISITION DOCUMENTS ARE AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, BY, OR RECOURSE AGAINST, PURCHASER OR SELLER.