General Provisions Relating to Indemnification. (a) The party entitled to indemnification shall take all reasonable steps to mitigate all indemnifiable liabilities and damages upon and after becoming aware of any event which could reasonably be expected to give rise to any liabilities or damages that are indemnifiable hereunder. No party shall be entitled to indemnification to the extent of any insurance, federal or state income tax deductions or credits arising from the indemnifiable event (to the extent that any savings from such deduction or credit is actually realized) or net proceeds of actions against third parties by Company or Sunrise based on pre-Closing Date facts; such indemnified party agrees to timely notify the insurance carrier and diligently prosecute claims against the insurance carrier without regard to the possibility of indemnification hereunder.
General Provisions Relating to Indemnification. (a) Seller shall not be required to make any payments pursuant to this Article IX, unless and until the aggregate amount of all claims pursuant to this Article IX shall exceed $1,000,000 (the "THRESHOLD AMOUNT"), as to which Seller shall be responsible only for the excess over the Threshold Amount. The maximum aggregate amount recoverable from Seller pursuant to this Article IX shall not exceed an amount equal to twenty-five percent (25%) of the Aggregate Consideration (the "CEILING AMOUNT"). Notwithstanding anything contained herein to the contrary, the Threshold Amount and Ceiling Amount shall not be applicable to claims for breach of the representations and warranties contained in Sections 3.1(a), 3.2, 3.3, 4.1 and 4.2 and shall not be applicable to the Tax Disaffiliation Agreement; provided, however, that the maximum aggregate amount recoverable from Seller for breach of the representations and warranties contained in Sections 3.1(a), 3.2 and 3.3 shall not exceed the Aggregate Consideration.
General Provisions Relating to Indemnification. (a) (i) Except as provided in Section 12.3(a)(ii) below with respect to the Environmental Representations and as set forth in the last sentence of this Section 12.3(a)(i), Seller shall not be required to make any payments pursuant to this Article XII, unless and until the aggregate amount of all claims against Seller pursuant to this Article XII shall exceed an amount equal to $2,500,000 (the "THRESHOLD AMOUNT"), as to which Seller shall be responsible only for the excess over the Threshold Amount. The maximum aggregate amount recoverable from Seller with respect to any claims relating to this Agreement or the transactions contemplated hereby shall not exceed $25,000,000 (which amount is inclusive of the amounts set forth in Section 12.3(a)(ii) below but exclusive of the amounts set forth in the subsequent sentence of this Section 12.3(a)(i)). The limitations set forth in the first two sentences of this Section 12.3(a)(i) shall not apply to the Post-Closing Adjustment Amount or any claim for indemnification arising out of or relating to a breach of the representations, warranties and covenants set forth in Sections 4.1, 4.2 or 4.3, the Tax Representations, Article VIII and Article IX and the maximum amount recoverable with respect to Sections 4.1, 4.2 or 4.3, the Tax Representations, Article VIII and Article IX shall be an amount equal to the Purchase Price.
General Provisions Relating to Indemnification. 6.3.1 In the event that HCC-Inc. seeks indemnification pursuant to this Section 6, HCC-Inc. shall give written notice to Bruckmann, Rxxxxx, Xxxxxxxx & Co., Inc. in his capacity as the BRS-HCC Stockholders’ Representative (the “BRS-HCC Stockholders’ Representative”), and in the event that BRS-HCC Stockholders seeks indemnification pursuant to this Sxxxxxx 0, XXX-XXX Xxxxxxxxxxxx’ Representative shall give written notice to HCC-LLC and HCC-Inc., of the facts and circumstances giving rise to any claim for indemnification, including with respect to each claim by a non-affiliated third party which could give rise to an indemnification obligation under this Section 6 (a “Third Party Claim”), as soon as reasonably possible but in any event within thirty (30) days after it or they obtains knowledge of the basis for a claim for indemnification hereunder. Any notice given by HCC-Inc. to the BRS-HCC Stockholders’ Representative shall be deemed to be proper notice given to each of the BRS-HCC Stockholders for purposes of this Agreement.
General Provisions Relating to Indemnification. 37 TABLE OF CONTENTS (CONTINUED) PAGE ARTICLE XIII TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 13.1. Termination or Abandonment. . . . . . . . . . . . . . . . . . . . . 39
General Provisions Relating to Indemnification. (a) Seller shall not be required to make any payments pursuant to this Article XII, unless and until the aggregate amount of all claims pursuant to this Article XII shall exceed an amount equal to $500,000 (the "THRESHOLD AMOUNT"), as to which Seller shall be responsible only for the excess over the Threshold Amount. The maximum aggregate amount recoverable from Seller with respect to any and all claims relating to this Agreement or the transactions contemplated hereby shall not exceed an amount equal to Ten Million Dollars ($10,000,000) (the "MAXIMUM AMOUNT"). The Maximum Amount shall be reduced by fifty percent (50%) of all Damages incurred by Seller and its Affiliates arising from the Litigation Matters; provided that in no event shall the Maximum Amount be reduced below Nine Million Five Hundred Thousand Dollars ($9,500,000) with respect to the Damages incurred by Seller and its Affiliates arising from the Litigation Matters.
General Provisions Relating to Indemnification. (a) Seller shall not be required to make any payments pursuant to this Article XI, unless and until the aggregate amount of all claims pursuant to this Article XI shall exceed an amount equal to three percent (3%) of the total cash consideration for the Rooftop Assets (the "Threshold Amount"), as to which Seller shall be responsible only for the excess over Three Million Dollars ($3,000,000) with respect to any other indemnification claims. The maximum aggregate amount recoverable from Seller with respect to any claims relating to this Agreement or the transactions contemplated hereby shall not exceed an amount equal to twenty-five percent (25%) of the total cash consideration for the Rooftop Assets (the "Cap").
General Provisions Relating to Indemnification. (a) Seller shall not be required to make any payments pursuant to this Article IX, unless and until the aggregate amount of all claims pursuant to this Article IX shall exceed $2,500,000 (the "Threshold Amount"), after which Seller shall be responsible only for the excess over the Threshold Amount. The maximum aggregate amount recoverable from Seller pursuant to this Article IX shall not exceed an amount equal to twenty-five percent (25%) of the Aggregate Consideration (the "Ceiling Amount"). Notwithstanding anything contained herein to the contrary, the Threshold Amount and Ceiling Amount shall not be applicable to (i) claims for breach of the representations and warranties contained in Sections 3.1(a), 3.2, 3.10 and 3.15, (ii) the indemnification for Assumed Litigation, Benefit Claims, the FPC Tax Indemnification and the Everest Re Receivable Indemnification, and (iii) the indemnification for Market Conduct Claims asserted by Buyer against Seller in writing within one year after the Closing Date (it being acknowledged that Buyer shall be entitled to indemnification for Market Conduct Claims asserted by Buyer against Seller in writing later than one year after the Closing Date, but such indemnification shall be subject to the Threshold Amount and the Ceiling Amount), (iv) claims for indemnification attributable to any active and willful fraudulent misrepresentation by Seller hereunder and (v) the Tax Disaffiliation Agreement; provided, however, that the maximum aggregate amount recoverable from Seller for breach of the representations and warranties contained in Sections 3.1(a), 3.2, 3.10, and 3.15 shall not exceed the Aggregate Consideration. Notwithstanding the foregoing, the Threshold Amount shall not be applicable to indemnification for the failure to fulfill any covenant or agreement contained herein or in any agreement or other document delivered pursuant to the terms hereof. For purposes of this Agreement, the "Aggregate Consideration" shall mean the Closing Consideration, as adjusted pursuant to Section 1.2(b). In the event the acquisition of First Protection Company by the Company is not consummated on or prior to March 7, 2000, no references in this Section 9.2 to FPC shall have any force or effect.
General Provisions Relating to Indemnification. 19 ARTICLE XIV
General Provisions Relating to Indemnification. (a) No claim may be made against Seller for indemnification pursuant to this Article XIII for any individual claim of less than $5,000. The maximum aggregate amount recoverable from Seller pursuant to Section 13.2 shall be equal to the Purchase Price.
