Indemnification Amounts Clause Samples
The Indemnification Amounts clause defines the specific monetary limits or scope of financial responsibility that one party must cover when indemnifying another for losses, damages, or liabilities arising from the agreement. Typically, this clause outlines what types of costs are included, such as legal fees, settlement amounts, or direct damages, and may set caps or exclusions on the total amount payable. Its core function is to allocate risk between the parties by clarifying the extent of financial protection provided, thereby preventing disputes over the size or nature of indemnity payments.
POPULAR SAMPLE Copied 2 times
Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, neither the Selling Parties on the one hand, nor Parent on the other hand, shall be obligated to indemnify the Parent Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for any Losses pursuant to this Article X unless and until the dollar amount of all Losses incurred in the aggregate by such Parent Indemnified Parties or Selling Parties Indemnified Parties, as applicable, exceeds $500,000 (the “Deductible”), in which case the Selling Parties or Parent, as the case may be, will only be obligated to indemnify the Parent Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for the total amount of Losses in excess thereof; provided, that in no event shall the aggregate indemnification obligations of the Selling Parties or Parent, as the case may be, pursuant to Section 10.2 hereof exceed $15,000,000 (the “Indemnification Cap”); provided, further, that notwithstanding the foregoing, Parent Indemnified Parties’ and Selling Parties Indemnified Parties’ rights to seek indemnification hereunder for any Losses due to, resulting from or arising out of the following shall not be subject to, the Deductible or Indemnification Cap limits contained in this Section 10.6:
(i) fraud, intentional misconduct or intentional misrepresentation of Parent, the Selling Parties or the Company;
(ii) any breach by Parent, the Selling Parties or the Company of any of the covenants or agreements contained in this Agreement;
(iii) any breach by the Company or any of the Selling Parties of any representations and warranties referred to in Section 10.1(a)(i) hereof and any breach by Parent or Merger Sub of any representations and warranties referred to in Section 10.1(b)(i) hereof; or
(iv) the items set forth in Section 10.2(a)(iii), (iv), (v) or (vi)) or Section 10.2(b)(iii) hereof. Any indemnification amounts paid in connection with the matters referred to in Section 10.6(a)(i), (ii), (iii) or (iv) hereof shall not be counted towards or included in the determination of the Indemnification Cap; provided, however, that (x) the Selling Parties’ collective total liability under this Article X shall not exceed in the aggregate the sum of $75,000,000; and (y) Parent’s total liability under this Article X shall not exceed in the aggregate the sum of $75,000,000 (less any cash consideration paid by Parent hereunder).
(b) For purposes of clarification and ...
Indemnification Amounts. Notwithstanding anything to the contrary stated in this Article 9, no indemnifying party shall have liability under Section 9.2(i) or 9.3(i), as the case may be, for breaches of representations and warranties (a) other than those representations and warranties set forth in Section 3.1(a), 3.2, 3.3(a), the last sentence of Section 3.3(b), and Sections 3.7, 4.1(a) or 4.4 or fraudulent misrepresentations, for any individual Loss less than $20,000 or until the aggregate amount of Losses (excluding any Loss less than $20,000) that the indemnifying party would, but for this Section 9.7, be liable exceeds on a cumulative basis an amount equal to three million dollars ($3,000,000) (the "Basket"), and then only to the extent that the aggregate of all Losses exceeds the Basket or (b) other than those representations and warranties set forth in Section 3.1(a), 3.2, 3.3(a), the last sentence of Section 3.3(b), and Sections 3.7, 3.19(b)(i), 3.19(b)(viii), 3.19(b)(ix), 3.19(b)(x), 4.1(a) or 4.4 or fraudulent -80- <Page> misrepresentations, for Losses in excess of fifteen (15) percent of the Purchase Price. Buyer and Sellers agree that certain representations and warranties contained in this Agreement are qualified by materiality references or by matters having or not having a Material Adverse Effect (collectively, the "Materiality Qualifiers"). Buyer and Sellers agree that, except in the case of claims relating to the representations set forth in Section 3.19(b)(i), for purposes of Sections 9.2 and 9.3 hereof and for purposes of calculating the Basket and the amount of Losses, the Materiality Qualifiers shall be ignored and the representations and warranties shall be construed without regard to any Materiality Qualifiers therein contained. ARTICLE 10
Indemnification Amounts. (a) An Indemnitor shall not have liability under Section 8.2 until the aggregate amount of Damages theretofore incurred by the Investor Indemnitees or the Company Indemnitees, as applicable, exceeds an amount equal to $12,500,000 (the "Damage Threshold"), in which case the Investor Indemnitees or the Company Indemnitees, as applicable, shall be entitled to all Damages they have incurred (including without limitation Damages falling below the Damage Threshold), subject to Section 8.3(b) below.
(b) No indemnification shall be payable by the Company to the Investor Indemnitees under Section 8.2(a) in amounts in the aggregate in excess of $90,000,000.
(c) No indemnification shall be payable by an Investor to the Company Indemnitees under Section 8.2 in amounts in the aggregate in excess of the product of (i) $90,000,000 and (ii) a fraction the numerator of which is the number of Shares acquired by such Investor at the Closing, and the denominator of which is the aggregate number of shares acquired by the Investors at the Closing.
(d) The limitations on indemnification obligations set forth in this Section 8.3 shall not apply to Damages resulting from breaches of any covenants or agreements of the parties contained in this Agreement or in any of the other Transaction Documents. In addition, notwithstanding the provisions of paragraphs (a) and (b) above, the limitations on the indemnification obligations of the parties set forth therein shall not apply to breaches by the Company of the representations and warranties made in Section 3.2.
Indemnification Amounts. (a) Notwithstanding anything to the contrary contained herein, the Sellers shall not have any liability under Sections 6.1(a)(i)(A) or (D) hereof unless at least $67,500 of damage is suffered by the Purchaser ("Minimum Purchaser's Damages") by reason of the matters described therein, in which event the Sellers shall be liable for the amount of all such damage. In addition, the aggregate liability of the Sellers under Sections 6.1(a)(i)(A) and (D) hereof shall at any time be limited to the amount of the principal and interest then outstanding under the Promissory Note; provided, however, that there shall be no Minimum Purchaser's Damages applicable to liability of the Sellers with respect to any claim that may be made by the Purchaser (i) pursuant to Section 6.1(a)(i)(A) with respect to a breach of Section 3.2, Section 3.3, the second sentence of Section 3.8(c), Section 3.13, Section 3.15 or Section 3.17 hereof, (ii) pursuant to Sections 6.1(a)(i)(B), (C) or (E) hereof, or (iii) with respect to any fraudulent act or omission by any Seller.
(b) Notwithstanding anything to the contrary contained herein, the Purchaser shall not have any liability under Sections 6.2(a)(i)(A) hereof unless at least $67,500 of damage is suffered by the Sellers ("Minimum Sellers' Damages") by reason of the matters described therein, in which event the Purchaser shall be liable for the amount of all such damage; provided, however, that there shall be no Minimum Sellers' Damages applicable to liability of the Purchaser with respect to any claim that may be made by the Sellers (i) pursuant to Section 6.2(a)(i)(A) with respect to a breach of Section 2.2 hereof, (ii) pursuant to Sections 6.2(a)(i)(B) or (C) hereof, or (iii) with respect to any fraudulent act or omission by the Purchaser.
Indemnification Amounts. No Indemnifying Party shall have liability under Sections 8.2(a)(i) or 8.2(b)(i) until the aggregate amount of Losses to an Indemnified Party exceeds $2,625,000 (the “Basket Amount”), in which case the Indemnified Party shall be entitled to Losses in an amount up to 25% of the Purchase Price (the “Cap”) in the aggregate; provided, however, that the Indemnifying Party shall be liable only for the amount by which all Losses exceed the Basket Amount and provided, further that the Cap shall be unlimited in respect of all claims for indemnification hereunder other than those under Section 8.2(a)(i) or 8.2(b)(i). Notwithstanding the foregoing, the Basket Amount shall be zero ($0) and the Cap shall equal the Purchase Price with respect to an Indemnifying Party’s obligations to indemnify an Indemnified Party under Sections 8.2(a)(i) and 8.2(b)(i) solely with respect to the Special Representations made by the Indemnifying Party.
Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party for any Losses pursuant to this Article VIII to the extent they are the result of any breach of any representation or warranty made by or on behalf of the Indemnifying Party unless and until the dollar amount of all Losses in the aggregate exceed five million dollars ($5,000,000) (the "Basket Amount"), in which case the Indemnifying Party will be obligated to indemnify the Indemnified Party for the total amount of Losses including any amounts which would otherwise not be required to be paid by reason of this Section 8.7(a).
(b) Notwithstanding anything to the contrary contained herein, in no event shall the aggregate indemnification obligations of the Seller or any Seller Indemnifying Party pursuant to Section 8.2 or otherwise arising under this Agreement exceed twenty million dollars ($20,000,000); provided further that notwithstanding the foregoing, the Indemnified Party's right to seek indemnification hereunder for any Losses as a result of, in connection with, or relating to or by virtue of: (y) criminal activity or fraud of the other party, or (z) any breach of or inaccuracy in the representations, Warranties or covenants set forth in Section 3.2 (Due Authorization), 3.5 (Capitalization), Section 3.13 (tax matters), or Section 6.8 (Certain Tax Matters) shall not be subject to, or limited by, the limits contained in this Section 8.7(b).
(c) Except to the extent payable to a third party asserting a third party indemnification claim, under no circumstances shall an indemnifying party be liable for any consequential, indirect or punitive damages for any misrepresentation or breach of any provision of or any other matter arising pursuant to this Agreement or the Transaction Documents.
(d) For purposes of computing any Loss under this Article VIII with respect to any representation, warranty, covenant or agreement that is qualified as to materiality or Material Adverse Effect, the amount of the Loss shall be the entire Loss arising by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Loss in excess of an amount that constitutes a material Loss or in excess of an amount that constitutes a Material Adverse Effect; it being understood and agreed that, notwithstanding anything to the contrary contained in this Section 8.7, the Basket Amount sha...
Indemnification Amounts. (a) Except with respect to Section 6.2(a)(ii), (b)(ii) or (c), the maximum amount required to be paid by any Indemnitor (as defined below) pursuant to Article VI of this Agreement in respect of any and all Damages suffered by any and all Indemnitees (as defined below) is US $11,000,000 (the "Cap"); provided, however, that, notwithstanding the foregoing, the Cap shall not apply to out-of-pocket costs and expenses (including reasonable attorneys' fees), penalties or interest incurred by any Indemnitee.
(b) The limitations on the indemnification obligations set forth in this Section 6.3 shall not apply to any covenants or agreements of the Parties in this Agreement.
(c) Notwithstanding anything to the contrary set forth herein, no limitation on the indemnification obligations set forth in this Section 6.3 shall apply to any breach of a representation or warranty made as of the date hereof if such representation or warranty was made with knowledge by the party making such representation or warranty that it (i) contained an untrue statement of a material fact or (ii) omitted to state a material fact necessary to make the statements contained therein not misleading. Solely for purposes of calculating the amount of Damages incurred arising out of or relating to any breach or representation or warranty (and not for purposes of determining whether or not a breach has occurred), the references to materiality qualifications (or correlative terms) shall be disregarded.
Indemnification Amounts. 23 SECTION 7.4. Non-Exclusive Remedy.......................................24 SECTION 7.5. Certain Limitations........................................24
Indemnification Amounts. 44 10.4 Claims........................................................................................45 10.5 Exclusive Remedy..............................................................................46
Indemnification Amounts. Except for any indemnification with respect to Taxes, notwithstanding any provision to the contrary contained in this Agreement, ▇▇▇▇▇▇▇ shall not be obligated to indemnify World Heart or Newco or Novacor LLC and World Heart and Newco shall not be obligated to indemnify ▇▇▇▇▇▇▇, in each case for any Damages with respect to the matters set forth in Section 7.2(a) and (b) hereof (i) unless and until the amount of all such respective Damages shall equal $250,000 in the aggregate, and then only to the extent of such excess or (ii) to the extent such Damages exceed $10 million.