Exceptions to Indemnifications Clause Samples
The "Exceptions to Indemnifications" clause defines specific circumstances or types of claims for which a party is not required to provide indemnification to the other party. Typically, this clause outlines exclusions such as losses resulting from the indemnified party's own negligence, willful misconduct, or breach of contract, and may also exclude certain categories of damages like consequential or punitive damages. By clearly delineating these exceptions, the clause limits the scope of indemnification obligations, ensuring that parties are not unfairly held responsible for issues outside their control or for the other party's wrongful actions.
Exceptions to Indemnifications. Notwithstanding the foregoing, no indemnity pursuant to Sections 1 or 2 shall be paid by the Company:
(a) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Indemnitee's conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest, or to constitute willful misconduct;
(c) on account of Indemnitee's conduct which is finally adjudged to have constituted a breach of Indemnitee's duty of loyalty to the Company or resulted in any personal profit or advantage to which Indemnitee was not legally entitled;
(d) for which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreements;
(e) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful; or
(f) in connection with any proceeding (or part thereof) initiated by Indemnitee, or any proceeding by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iv) the proceeding is initiated pursuant to Section 4 hereof.
Exceptions to Indemnifications. Notwithstanding the foregoing, indemnity pursuant to Sections 1 or 2 need not be paid by the Company if and then only to the extent that payment is actually made irrevocably and in cash to the Indemnitee under a valid and collectible insurance policy paid for by the Company or under a valid and enforceable indemnity clause, bylaw or agreement of the Company.
Exceptions to Indemnifications. Notwithstanding the provisions of Section 9.1.1 or 9.1.3, Lessee shall not be obligated to indemnify an Indemnitee (nor any of its Affiliates) under Section 9.1.1 or 9.1.3, and Lessor shall not be required to indemnify a Construction Period Indemnitee under Section 9.1.3, for any Claim to the extent resulting from or arising out of: (i) the fraud, gross negligence (it being understood that Lessee shall be required to indemnify an Indemnitee (subject to the other provisions of this Section 9.1.2 and Section 9.1.
Exceptions to Indemnifications. Notwithstanding the provisions of Section 9.1.1 or 9.1.3, neither the Lessee nor the Construction Agent shall be obligated to indemnify any particular Indemnitee (nor any of its Affiliates) under Section 9.1.1 or 9.1.3, and the Lessor shall not be required to indemnify a Construction Period Indemnitee under Section 9.1.3, for any Claim to the extent resulting from or arising out of: (i) such Indemnitee's fraud, gross negligence (it being understood that the Lessee and the Construction Agent shall be required to indemnify such Indemnitee (subject to the other provisions of this Section 9.1.2 and Section 9.1.3) even if the ordinary (but not gross) negligence of such Indemnitee, or any Affiliate thereof, caused or contributed to such Claim) or willful misconduct (other than the fraud, gross negligence or willful misconduct imputed as a matter of law to such Indemnitee solely by reason of entering into the Operative Documents or the consummation of the transactions contemplated thereby); (ii) the breach by such Indemnitee or any of its Affiliates of its respective representations and warranties in this Participation Agreement or any other Operative Document, or the breach by such Indemnitee or any of its Affiliates of its covenants as set forth in this Participation Agreement or in any other Operative Document; (iii) any Claim resulting from the imposition of any Lessor Lien attributable to such Indemnitee or its Affiliates; (iv) any Claim for environmental liability, which liability is addressed in Section 9.5; (v) any Claim to the extent attributable to acts or events which occur after the expiration of the Lease Term or earlier termination of the Lease and the return by the Lessee of the Facility in accordance with the terms thereof (except (A) to the extent fairly attributable to acts, events, liabilities or damages occurring or accruing prior thereto; (B) Claims arising following the termination or expiration of the Lease Term so long as the Collateral Agent or any Participant continues to exercise remedies against the Lessee in respect of the Operative Documents and (C) Claims arising after the expiration of the Lease Term so long as the Lessor is remarketing the Facility (or any interest therein) in accordance with Section 7.1 of the Lease; (vi) any Claim for the recovery of Improvement Costs whether or not such Claim arises solely as a result of a Construction Agency Event of Default (which for the avoidance of doubt shall include Construction Breakage...
Exceptions to Indemnifications. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:
Exceptions to Indemnifications. Notwithstanding anything contained herein to the contrary:
(a) Seller shall not be liable to Buyer Indemnitees for indemnification pursuant to Section 7.4(a) until the aggregate amount of all Losses exceeds $50,000; provided that if such Losses exceeds the sum of $50,000, the obligation of Seller arises from the first dollar claimed;
(b) Seller shall not be liable to the Buyer Indemnitees for indemnification pursuant to Section 7.4(a) for any amounts in excess of an amount equal to the Escrow Funds and pursuant to Section 7.4(b) through Section 7.4(e) for any amounts in excess of an amount equal to the Purchase Price;
(c) Notwithstanding the foregoing, the limitations set forth in Section 7.7(a) or Section 7.7(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representation, or based on fraud or intentional misconduct; and
(d) no Indemnified Party is entitled to double recovery for any claims even though they may have resulted from the breach of one or more than one of the representations, warranties, covenants, and obligations of an Indemnifying Party in this Agreement.
Exceptions to Indemnifications