General Limitations on Indemnification Sample Clauses

General Limitations on Indemnification. 4.1. Notwithstanding anything to the contrary in this Agreement, the Company shall not indemnify or advance Expenses to Indemnitee: (i) with respect to a counterclaim made by the Company or in its name in connection with a claim against the Company filed by the Indemnitee; or (ii) if, when and to the extent that the Indemnitee would not be permitted to be so indemnified under Israeli law. The Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid (unless the Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, in which event the Indemnitee shall not be required to so reimburse the Company until a final judicial determination is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed) and shall not be obligated to indemnify or advance any additional amounts to the Indemnitee (unless there has been a determination by a court of competent jurisdiction that the Indemnitee would be permitted to be so indemnified under this Agreement).
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General Limitations on Indemnification. 3.1. If, when and to the extent that the Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid (unless Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, in which event Indemnitee shall not be required to so reimburse the Company until a final judicial determination is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed) and shall not be obligated to indemnify or advance any additional amounts to Indemnitee (unless there has been a determination by a court or competent jurisdiction that the Indemnitee would be permitted to be so indemnified under this Agreement).
General Limitations on Indemnification. (a) An indemnifying party shall not be liable to nor required to indemnify or hold an indemnified party harmless with respect to any Loss to the extent such Loss is recoverable under insurance policies maintained by the indemnified party or its affiliates.
General Limitations on Indemnification. (a) The parties agree that their sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article 7. In no event will either party be liable to the other for consequential damages.
General Limitations on Indemnification. If, when and to the extent that a final judicial determination is made, as to which all rights of appeal therefrom have been exhausted or lapsed, the Indemnitee would not be permitted to be so indemnified as provided under this Agreement, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. Indemnitee’s obligation to reimburse the Company for any advance Expenses or other sums paid hereunder shall be unsecured and no interest shall be charged thereon.
General Limitations on Indemnification. (i) Sellers will not be required to indemnify the Purchaser Indemnified Parties under Section 6.2(a)(i)(A) unless the aggregate amount of all Losses of all Purchaser Indemnified Parties exceeds $325,000 (the “Threshold”); provided that (A) the Threshold will not apply to Fraud Claims or Claims that relate to, arise out of or result from any breach or inaccuracy of any Fundamental Representation and (B) if the Losses of the Purchaser Indemnified Parties under such Section exceed the Threshold, then Sellers will be obligated for all such Losses, including those equal to or less than the Threshold (such amount intended to be a threshold and not a deductible), subject to Section 6.2(c)(ii). Any Losses subject to the Threshold will be disregarded in determining whether the Seller Indemnification Cap has been met.
General Limitations on Indemnification. (a) In calculating the amount of Losses for which indemnification is provided under this Article VIII, such Losses shall be reduced by the net present value of any Tax benefits or Tax losses that the Indemnified Party actually realizes as a result of the incurrence of Losses from which indemnification is sought and in the taxable year that the Losses occur.
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General Limitations on Indemnification. If, when and to the extent that a final judicial determination is made, as to which all rights of appeal therefrom have been exhausted or lapsed, that the Indemnitee would not be permitted to be so indemnified as provided under this Agreement, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid.
General Limitations on Indemnification. 42 ARTICLE XII MISCELLANEOUS................................................................................. 42
General Limitations on Indemnification. Any party entitled to indemnification under this Article XI shall notify the indemnifying party in writing, and in reasonable detail, of any claim or demand made by any third party against the indemnified party for which indemnification will be sought promptly after receipt by such indemnified party of written notice of such claim or demand; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent that the indemnifying party is actually prejudiced as a result of such failure. The indemnifying party shall have the right to assume all aspects of the control, defense and settlement of any third party action, suit or proceeding which may be the subject of a claim for indemnification under this Article XI with counsel reasonably acceptable to the indemnified party except to the extent that counsel to such indemnified party advises such indemnified party in writing that it is such counsel's professional judgment that such representation would represent a conflict of interest. The indemnified party shall cooperate with the indemnifying party in the defense of any such action, including but not limited to promptly providing copies of all pleadings and documents to the indemnifying party and shall not unreasonably withhold its consent to the settlement of any claim or demand of a third party so long as such settlement obligates the indemnifying party to pay the full amount of the liability in connection with such claim or demand and unconditionally releases all such indemnified parties in connection with such claim or demand. Any separate counsel retained by an indemnified party in connection with a matter which the indemnifying party is entitled and elects to control shall be at its expense. The indemnifying party shall not be liable for any settlement effected without its prior consent which shall not be unreasonably withheld.
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