Limitations on defense obligation Sample Clauses

The "Limitations on defense obligation" clause defines the boundaries and conditions under which one party is required to defend the other against third-party claims, such as lawsuits or allegations. Typically, this clause specifies the types of claims covered, any exclusions (like claims resulting from the indemnified party's own misconduct), and may set caps on costs or require prompt notification of claims. Its core practical function is to allocate and manage risk by clarifying when and how defense responsibilities arise, thereby preventing disputes over the extent of legal support owed between parties.
Limitations on defense obligation. BQE Software’s obligations will not apply to the extent that the claim or award is based on:
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Limitations on defense obligation. Aurigo’s obligations will not apply to the extent that the claim or award is based on:
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Limitations on defense obligation. Our obligations will not apply to the extent that the claim or award is based on: (i) Your use of the Product or Fix after we notify you to discontinue that use due to a third party claim; (ii) Customer Data, code, or materials provided by you as part the use of an Online Service; (iii) any Customer Data or non-Microsoft software we host on your behalf infringes the third party’s patent, copyright, or trademark or makes intentional unlawful use of its Trade Secret; or (iv) arise from your Affiliate’s or your end user’s violation of the License Agreement/Product Use Rights or these Additional Use Right and Restrictions. (v) Your combination of the Product or Fix with a non-Microsoft product, data or business process; (vi) damages attributable to the value of the use of a non-Microsoft product, data or business process; (vii) modifications that you make to the Product or Fix; (viii) Your redistribution of the Product or Fix to, or your use for the benefit of, any unaffiliated third party, except as expressly permitted by the your Microsoft Volume License Agreement or this License Agreement/Product Use Rights; (ix) Your use of our trademark(s) without express written consent to do so; or (x) any Trade Secret claim, where you acquire the Trade Secret (1) through improper means; (2) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (3) from a person (other than us or our affiliates) who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the Trade Secret. In addition, you agree that: (a) any Customer Data or non-Microsoft software that we host will not infringe on any third party’s patent, copyright, or trademark nor make intentional unlawful use of any third party’s Trade Secret; and (b) you will not: (i) use a Product or Fix after we notify you to discontinue use due to a third party claim; (ii) violate these License Agreement / Product Use Rights; (iii) modify any Product or Fix; (iv) redistribute the Product or Fix, or use such Product or Fix for the benefit of any unaffiliated third party, except as expressly permitted by your Microsoft Volume License Agreement or this License Agreement/Product Use Rights; (v) use our trademark(s) without our express written consent to do so; and (vi) intentionally use or disclose a third party’s Trade Secret.
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Limitations on defense obligation. Microsoft’s obligations will not apply to the extent that the claim or award is based on:
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Limitations on defense obligation. Microsoft’s obligations will not apply to the extent that the claim or award is based on: i. State Data, code, or materials provided by the State as part of an Online Service; ii. The State’s use of the Product or Fix after Microsoft notifies it to discontinue that use due to a third party claim; iii. The State’s combination of the Product or Fix with a non-Microsoft product, data or business process; iv. Damages attributable to the value of the use of a non-Microsoft product, data or business process; v. Modifications that the State makes to the Product or Fix; vi. The State’s redistribution of the Product or Fix to, or its use for the benefit of, any unaffiliated third party, except as expressly permitted by the Use Rights; vii. The State’s use of Microsoft’s trademark(s) without express written consent to do so; or viii. Any Trade Secret claim, where the State acquires the Trade Secret:
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Limitations on defense obligation. Microsoft’s obligations will not apply to the extent that the claim or award is based on: (i) specifications Institution provides to Microsoft for the Service Deliverables; (ii) code or materials provided by Institution as part of Service Deliverables; (iii) Institution’s use of the Product, Fix, or Service Deliverables after Microsoft notifies it to discontinue that use due to a third party claim; (iv) Institution’s combination of the Product, Fix or Service Deliverables with a non-Microsoft product, data or business process; (v) damages attributable to the value of the use of a non-Microsoft product, data or business process; (vi) modifications that Institution makes to the Product, Fix or Service Deliverables; (vii) Institution’s redistribution of the Product, Fix or Service Deliverables to, or its use for the benefit of, any unaffiliated third party; (viii) Institution’s use of Microsoft’s trademark(s) without express written consent to do so; or (ix) any Trade Secret claim, acquiring the Trade Secret (1) through improper means; or (2) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (3) from a person (other than Microsoft or Microsoft’s Affiliates) who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the Trade Secret.
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Limitations on defense obligation. Microsoft’s obligations under (a)(1) above will not apply to the extent that the claim or award is based on: (i) Customer Data, non-Microsoft software, modifications Institution makes to, or any specifications or materials Institution provides or makes available for, a Product, Fix or Services Deliverable; (ii) Institution’s combination of a Product, Fix or Services Deliverable with a non- Microsoft product, data or business process or Institution’s use of a non-Microsoft product, data or business process; (iii) Organization’s use of either Microsoft’s trademarks or the use or redistribution of a Product, Fix, or Services Deliverable in violation of this agreement or any agreement incorporating its terms; or (iv) Organization’s use of a Product, Fix or Services Deliverable after Microsoft notifies Institution to discontinue that use due to a third party claim.
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Limitations on defense obligation. Our obligations will not apply to the extent that the claim or award is based on: (i) Your use of the Product or Fix after we notify you to discontinue that use due to a third party claim; (ii) Your combination of the Product or Fix with a non-Microsoft Product, data or business process; (iii) damages attributable to the value of the use of a non-Microsoft product, data or business process; (iv) modifications that you make to the Product or Fix; (v) Your redistribution of the Product or Fix to, or your use for the benefit of, any third party; (vi) Your use of our trademark(s) without express written consent to do so; or (vii) any trade secret or undisclosed information claim, where you acquire the trade secret or undisclosed information (a) through improper means; or (b) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (c) from a person (other than us or our affiliates) who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret or undisclosed information. You will be completely responsible for any costs or damages that result from any of these actions, to the extent permitted by 31 U.S.C § 1341 (Anti-Deficiency Act) and other applicable Federal law or similar state law.
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Related to Limitations on defense obligation

  • Limitations on Debt Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any time.

  • Limitations on Indemnification Obligations (a) Seller shall not be obligated to indemnify Purchaser for any Losses incurred by Purchaser or other Indemnified Parties of the Purchaser under Section 8.2 until the Losses for which Purchaser is entitled to indemnification under this Agreement exceed $150,000 in the aggregate, in which case, upon exceeding such threshold amount, Purchaser shall be entitled to recover all such Losses (including such initial threshold amount). Except as expressly provided in the next sentence of this Section 8.7(a), notwithstanding anything contained in this Agreement to the contrary, in no event shall Seller’s liability for Losses under Section 8.2(a) exceed, in the aggregate, $16,666,666.67; in no event shall Seller’s liability for Losses under Section 8.2(b) (other than Sections 8.2(b)(iv) and (b)(v)) exceed, in the aggregate, the Purchase Price; and in no event shall Purchaser’s liability for Losses under Section 8.2(c) exceed, in the aggregate, the Purchase Price. The provisions of this Section 8.7(a) shall not apply to either party’s indemnification obligations under this Agreement arising out of, relating to or resulting from fraud by such party. (b) Notwithstanding anything contained in this Agreement to the contrary, the amount of an Indemnifying Party’s liability pursuant to this Section 8 shall be net of any insurance proceeds or other third party indemnity or contribution amounts actually recovered by an Indemnified Party. Each Indemnified Party shall use commercially reasonable efforts to collect any such insurance proceeds or other third party indemnity or contribution amounts recoverable by such Indemnified Party, and in the event any such amounts are collected after a claim for Losses has been paid by an Indemnifying Party, the Indemnified Party shall promptly reimburse such amounts to such Indemnifying Party. (c) Notwithstanding anything to the contrary contained in this Agreement, no Indemnifying Party shall be liable to an Indemnified Party for any indirect, special, punitive, exemplary or consequential loss or damage (including any loss of opportunity or loss of value, revenue or profit) arising out of this Agreement; provided, however, that the foregoing shall not be construed to preclude recovery by an Indemnified Party in respect of any such Losses either (i) directly incurred as a result of a Third Party Claim or (ii) relating to or in connection with any Losses for which Purchaser is entitled to indemnification pursuant to Section 8.2(b)(iv) or 8.2(b)(v).

  • Limitations on Review Obligations The Asset Representations Reviewer may rely on the information in any Review Notice, the list(s) of the Subject Receivables provided by the Servicer, and the accuracy and completeness of the Review Materials. The Asset Representations Reviewer will have no obligation: (a) to determine whether a Delinquency Trigger has occurred or whether the required percentage of Noteholders has voted to direct an Asset Representations Review under the Indenture; (b) to determine which Receivables are Subject Receivables; (c) to confirm the validity of the Review Materials; or (d) to take any action or cause any other party to take any action under any of the Basic Documents or otherwise to enforce any remedies against any Person for breaches of representations or warranties about the Subject Receivables.

  • Limitations on Indebtedness (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

  • Limitations on Amounts A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure of the Issuing Bank (determined for these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) shall not exceed $25,000,000, (ii) the total Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitment and (iii) the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.