Indemnification Limitations Sample Clauses

Indemnification Limitations. The foregoing obligation(s) of Consultant/Professional shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the District or its officers, employees, agents, or volunteers and (2) the actions of Consultant/Professional or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant/Professional to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by District of insurance certificates and endorsements required under this Agreement does not relieve Consultant/Professional from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant/Professional acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

Indemnification Limitations. (a) In no event shall the Sellers be liable for indemnification pursuant to Section 10.2(a)(i) (other than in respect of the representations and warranties in Section 4.1 (Corporate Status), Section 4.2 (Authority), the first two sentences of each of Section 4.4(a) and 4.4(b) (Capitalization), Section 4.7 (Taxes), and Section 4.21 (Finder’s Fee) (collectively, the “Excluded Representations”) and Section 4.17 (Sufficiency of Assets)) unless and until the aggregate amount of all Losses with respect to Section 10.2(a)(i) that are imposed on or incurred by the Purchaser Indemnified Parties exceeds $1,400,000 (the “Threshold Amount”), in which case the Purchaser Indemnified Parties shall be entitled to indemnification for all Losses from the first dollar, including both the Threshold Amount and any amounts in excess thereof. Notwithstanding anything herein to the contrary, the Sellers shall not (i) be required to make payments for indemnification pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) in an aggregate amount in excess of $18,000,000 (the “Indemnification Cap”), or (ii) be liable for indemnification with respect to any Loss by the Purchaser Indemnified Parties pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) to the extent such Loss and all Losses arising out of the same facts and circumstances are, in the aggregate, less than $15,000 (each, a “De Minimis Loss”) (and such Losses shall be disregarded and shall not be aggregated for purposes of the Threshold Amount unless and until such Losses arising out of the same facts or circumstances exceed the De Minimis Loss amount). Notwithstanding anything to the contrary herein, Sellers shall have ninety (90) days after the receipt of an indemnification claim for any Loss by the Purchaser Indemnified Parties in respect of Section 4.20(b) (Products Liability; Warranty) in which to propose a commercially reasonable alternative to satisfy such claim, including the repair, replacement or redelivery of any products that are the subject of such claim, which such commercially reasonable alternative is subject to the prior written approval of the Purchaser Indemnified Party, not to be unreasonably withheld, conditioned or delayed (it being understood that any and all costs or other Losses imposed on or incurred by the Purchaser Indemnified Parties arising out of such alternative shall, subject to the terms, conditions and limitations contained h...

Indemnification Limitations. (a) The amount of any claim for Losses by Purchaser shall not be payable hereunder until such time as the aggregate amount of all Losses of Purchaser under this Agreement exceed Sixty Thousand Dollars ($60,000) (the “Threshold Amount”); and thereafter only for Losses of Purchaser in excess of the Threshold Amount. In no event shall the aggregate amount of liability of Sellers for Losses exceed an amount equal the sum of (x) $700,000 plus (y) the lesser of (A) $300,000 and (B) any amounts actually paid to Sellers after the Closing or due and owing but not actually paid to Sellers after the Closing. (b) If any event shall occur or circumstance shall exist which would otherwise entitle an Indemnitee to indemnification under this Article IX, no Losses shall be deemed to have been incurred or sustained by such Indemnitee to the extent of: (a) any tax benefit actually received by the Indemnitee or any Affiliate thereof (including the Company, following the Closing) resulting from matters underlying such breach; or (b) any insurance proceeds actually received by the Indemnitee in respect of the Losses (net of any deductible amounts). An Indemnitee shall be required to use commercially reasonable efforts to mitigate, to the fullest extent practicable, the amount of any Losses for which a claim for indemnification is made under this Article IX and, notwithstanding anything to the contrary in this Article IX, the Indemnitor shall not be required hereunder to provide indemnification with respect to any Losses resulting from failure of any Indemnified Party to do so. (c) Upon making any payment for Losses of an Indemnitee under this Article IX, the Indemnitor will, to the extent of such payment, be subrogated to all rights of the Indemnitee against any third party with respect to the Losses for which the payment relates. In addition to any other obligation under this Agreement, the Indemnitee agrees to duly execute and deliver, upon request of the Indemnitor, all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights granted pursuant to this Section 9.7(c). (d) The sole and exclusive liability and responsibility of the parties hereunder in connection with the transactions described herein (including for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason), shall be as set forth in this Article IX; provided, however, that nothing in this Section ...

Indemnification Limitations. Notwithstanding the provisions of Sections 15.1 and 15.2, (a) no party shall be required to indemnify another party with respect to a breach of a representation, warranty or covenant unless the claim for indemnification is brought within two (2) years after the Closing Date, except that a claim for indemnification for a breach of the representations and warranties contained in Sections 3.1, 3.2., 3.3, 3.11, 3.14, 4.3, 4.5, 4.7, 5.1, 5.2, 5.3, 5.4 and 6.1 may be made at any time, and a claim for indemnification for a breach of the representations and warranties contained in Sections 3.9, 3.15, 3.17, 3.18, 3.24, 3.25, 3.26, 3.27, 3.28, 3.30, 4.1, 4.4, 4.6, 5.6 and 5.7 may be made at any time within the applicable statute of limitations; (b) indemnification based upon Sections 15.1(b) through (d) and 15.2(b) may be made at any time within the applicable statute of limitations; and (c) the Physician shall not be required to indemnify Vision 21 pursuant to Section 15.1 unless, and to the extent that, the aggregate amount of Damages incurred by Vision 21 shall exceed an amount equal to two percent (2%) of the total Purchase Price; and (c) the Physician shall not be required to indemnify Vision 21 with respect to a breach of a representation, warranty or covenant for Damages in excess of the aggregate Purchase Price received by the Physician (other than pursuant to a requirement to indemnify Vision 21 under Sections 3.27 or 3.28, or unless the breach involves an intentional breach or fraud by the Physician which shall be unlimited).

Indemnification Limitations. 44 Section 13.6 Tax Benefits; Insurance Proceeds...................................................... 44 Section 13.7

Indemnification Limitations. (a) Subject to the other provisions of this Article VII, each Indemnified Person shall act in good faith, and will make the same decisions in the use of personnel and the incurring of expenses as it would make if it were engaged and acting entirely at its own cost and for its own account regarding the conduct of any proceedings or the taking of any action for which indemnification may be sought. (b) Each Indemnified Person shall use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification pursuant to the provisions of Section 7.1. In the event an Indemnified Person fails to so mitigate a Loss, the Indemnifying Person shall have no liability for any portion of such Loss that reasonably could have been avoided had the Indemnified Person made such efforts. (c) Upon making any indemnification payment in respect of a Third-Party Claim, the Indemnifying Person will, to the extent of such payment, be subrogated to all rights of the Indemnified Person against the relevant third party in respect of the Loss to which the payment relates; provided, however, that until the Indemnified Person recovers full payment for such Loss, any and all claims of the Indemnifying Person against any such third party on account of said payment are hereby made expressly subordinated and subjected in right of payment to the Indemnified Person’s rights against such third party. Without limiting the generality of any other provision of this Agreement, each such Indemnified Person and Indemnifying Person will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights.

Indemnification Limitations. Except (x) with respect to any Tax Liabilities of any Seller, Shareholder or ▇▇▇▇▇▇, (y) with respect to any Breach by ▇▇▇▇▇▇ of his covenants under Section 6.5 hereof, or (z)in the event of fraud: (a) No party (the "Indemnified Party") shall be entitled to indemnification pursuant this Article 8 until the aggregate amount otherwise payable under such section exceeds $175,000.00, in which event the Indemnified Party shall be entitled to indemnification from the other party (the "Indemnifying Party"), but only for the amount by which such claim exceeds $175,000.00; (b) In no event shall the Liability for any party (the Sellers, the Shareholder and ▇▇▇▇▇▇ collectively being considered one party for purposes of this Section 8.4(b)) in the aggregate exceed $7,500,000.00. (c) Each party hereto shall take all commercially reasonable steps to mitigate all Adverse Consequences upon and after becoming aware of any event which could reasonably be expected to give rise to Adverse Consequences that are indemnifiable hereunder. (d) Any indemnification payment required to be paid by a party (the “Indemnifying Party”) pursuant to this Article 8 shall be reduced by (i) the amount of any insurance proceeds actually paid or payable to the party seeking indemnification hereunder (the “Indemnified Party”) with respect to its loss, and (ii) any indemnity, contribution or other similar payment actually paid to the Indemnified Party by any third party with respect to its loss. (e) Except as set forth in Section 6.6 of this Agreement, each party’s rights to indemnification as provided for in this Article 8 for breach of the other’s representations, warranties, obligations or covenants contained in this Agreement shall constitute the Indemnified Party’s sole remedy for such a Breach, and the Indemnifying Party shall have no other liability to the Indemnified Party resulting from the Breach. (f) Any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. (g) All indemnification payments made under this Article 8 shall be deemed adjustments to the Purchase Price, except as otherwise required by applicable Legal Requirements. (h) Upon the final settlement or final, non-appealing determination of any indemnification claims made by Buyer in favor of Buyer pursuant to the indemnification procedures set f...

Indemnification Limitations. Graylog shall have no obligation for any Infringement Claim arising out of or relating to: (a) any modification created by or at the direction of Customer; (b) use of the Software other than in accordance with the Documentation and/or the terms of these Terms; (c) use of a release of the Software no longer supported by Graylog; (d) use of the Software without Customer’s implementation of all applicable Updates; (e) any third-party software; or (f) use of the Software in combination with any other hardware, software or other materials where, absent such combination, the Software would not be the subject of the Infringement Claim.

Indemnification Limitations. Notwithstanding any provision to the contrary contained in this Agreement, Seller shall be under no liability to indemnify a Buyer Indemnified Party under Section 8.2(a) and no claim under Section 8.2(a) shall be made: (i) unless notice thereof shall have been given by or on behalf of Buyer to Seller in the manner provided in Section 8.4, unless failure to provide such notice in a timely manner does not materially impair Seller’s ability to defend its rights, mitigate damages, seek indemnification from a third party or otherwise protect its interests; Membership Interest Purchase Agreement 19. (ii) to the extent related to a claim under Section 8.2(a)(i) for Seller’s breach of any representation or warranty of Seller under this Agreement or any documents delivered pursuant hereto, unless the liability of Seller in respect of any single claim or multiple claims in the aggregate exceeds Sixty Thousand Dollars ($60,000) (a “Relevant Claim”), in which event Buyer Indemnified Party shall be entitled to seek indemnification for the total amount of the Relevant Claim(s); (iii) to the extent that Buyer had actual written knowledge at or prior to the Effective Time of (A) the respective breach of a representation or warranty by Seller or (B) the breach of a covenant required to be performed or satisfied at or prior to the Effective Time; or (iv) to the extent such claim relates to an obligation or liability for which Buyer has agreed to indemnify Seller pursuant to Section 8.3.