Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to:
Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 7), this Agreement shall not entitle Indemnitee to:
Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6) and except to the extent otherwise permitted by Maryland law, Indemnitee shall not be entitled to:
Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement, the Company shall not be obligated under this Agreement to make any payment to Indemnitee for indemnification with respect to any Proceeding:
Certain Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate amount of Losses (except for Losses arising out of Fraud) which may be recovered by the Buyer Indemnified Parties pursuant to any and all claims for indemnification made under Section 8.2(a) will be limited to an aggregate amount equal to Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “R&W Cap”), provided, that the foregoing clause will not apply to Losses arising out of or relating to the breach of any Fundamental Representation of Seller or the Company, and (ii) the maximum aggregate amount of Losses (except for Losses arising out of Fraud) which may be recovered by the Buyer Indemnified Parties pursuant to any and all claims for indemnification made under Section 8.2(a) in respect of Fundamental Representations will be limited to an aggregate amount equal to Twenty Million Dollars ($20,000,000) (the “Aggregate Cap”).
Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to: indemnification hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is Adjudged to be liable to the Company; indemnification hereunder if Indemnitee is Adjudged to be liable on the basis that personal benefit was improperly received in any Proceeding charging improper personal benefit to Indemnitee; or indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee unless: (i) the Proceeding was brought to establish or enforce indemnification rights under this Agreement, and then only to the extent in accordance with and as authorized by Section 12 of this Agreement, or (ii) the Company’s charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to: (a) indemnification for any loss or liability unless all of the following conditions are met: (i) Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) Indemnitee was acting on behalf of or performing services for the Company; (iii) such loss or liability was not the result of (A) gross negligence or willful misconduct, in the case that the Indemnitee is an independent director of the Company or (B) negligence or misconduct, in the case that the Indemnitee is not
Certain Limits on Indemnification. Section 8.4. Satisfaction of Indemnification Obligations; Exclusive Remedy
Certain Limits on Indemnification. (a) For purposes of this Article VIII, the amount of any Losses shall be determined (A) without giving effect to any Company Material Adverse Effect standard or any other materiality or similar materiality qualification contained in any representation, warranty or covenant herein or in any Ancillary Agreement and (B) net of any insurance proceeds actually received by the Parent Indemnitees in connection with the matter out of which such Losses shall arise.
Certain Limits on Indemnification. The aggregate amount of all Losses for which the Seller shall be liable under Section 8.1 or Buyer shall be liable under Section 8.2 shall not exceed the Purchase Price (the “Cap”); provided, however, in no event shall the Cap apply to Losses based upon, arising out of or with respect to fraud or willful breaches of any representations and warranties.
