Indemnification Limitations Sample Clauses
The Indemnification Limitations clause sets boundaries on the extent to which one party must compensate the other for losses or damages arising from certain events or claims. Typically, this clause may cap the total amount recoverable under indemnification, exclude certain types of damages like consequential or punitive damages, or limit indemnification to specific circumstances such as breaches of contract or third-party claims. Its core practical function is to allocate and manage risk between the parties by preventing unlimited liability and ensuring that indemnification obligations remain reasonable and predictable.
POPULAR SAMPLE Copied 5 times
Indemnification Limitations. If the indemnification under Section 6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 6 was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 7, neither Buyer nor any holder of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
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. (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. Notwithstanding the foregoing, the Indemnified Party shall be entitled to make claims under Section 6.1 hereof only to the extent that the aggregate amount of losses arising from such claims does not exceed $5,000,000. Nothing contained in this Section 6.3 shall be construed to limit the indemnification obligations afforded to any director or officer of the Company under its organizational documents, state law or otherwise.
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. 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) Notwithstanding any provision to the contrary contained in this Agreement, the Purchasers shall be under no liability to indemnify the Sellers under Section 12.3.1 and no claim under Section 12.3.1 of this Agreement shall:
(i) be made unless notice thereof shall have been given by or on behalf of the Sellers to the Purchasers in the manner provided in Section 12.4, unless failure to provide such notice in a timely manner does not materially impair the Purchasers’ ability to defend its rights, mitigate damages, seek indemnification from a third party or otherwise protect its interests;
(ii) be made to the extent that any loss may be recovered under a policy of insurance in force on the date of loss; provided, however, that this Section 12.3.2(a)(ii) shall not apply to deductibles or copayments, any self-insurance program or insurance provided by captive affiliates, or to the extent that coverage under the applicable policy of insurance is denied by the applicable insurance carrier;
(iii) be made to the extent that such claim relates to a liability of the Sellers arising out of or relating to any act, omission, event or occurrence connected with:
(A) the use, ownership or operation of the Facilities, or
(B) the use, operation or ownership of any of the Acquired Assets, prior to the Effective Date, other than as specifically included in the Assumed Obligations;
(iv) be made to the extent such claim relates to an obligation or liability for which the Sellers have agreed to indemnify the Purchasers pursuant to Section 12.2;
(v) be made to the extent such claim seeks Consequential Damages; provided, however, the limitation contained in this Section 12.3.2(a)(v) shall not apply to the extent of any payments which the Sellers or any affiliate of the Sellers is required to make to a third party which are in the nature of Consequential Damages; and
(vi) accrue under Section 12.3.1(a) to the benefit of the Sellers unless and only to the extent that (A) the actual liability of the Purchasers to the Sellers in respect of any claim under Section 12.3.1(a) exceeds the Relevant Claim Amount and (B) the total actual liability of the Purchasers in respect of all Relevant Claims exceeds the Aggregate Amount, in which event Sellers and other indemnified Persons shall be entitled to seek indemnification under Section 12.3.1(a) for all claims for Damages which exceed the Aggregate Amount.
(b) Notwithstanding any provision to the contrary contained in this Agreement, the max...
Indemnification Limitations. (a) Notwithstanding any provision to the contrary contained in this Agreement, Purchaser shall be under no liability to indemnify the Seller Group under 10.3.1 and no claim under Section 10.3.1 of this Agreement shall:
(i) be made unless notice thereof shall have been given by or on behalf of Seller to Purchaser in the manner provided in Section 10.4, unless failure to provide such notice in a timely manner does not materially impair Purchaser's ability to defend its rights, mitigate damages, seek indemnification from a third party or otherwise protect its interests;
(ii) be made to the extent that any loss may be recovered under a policy of insurance in force on the date of loss; provided, however, that this Section 10.3.2(a)(ii) shall not apply to the extent that coverage under the applicable policy of insurance is denied by the applicable insurance carrier;
(iii) be made to the extent that such claim relates to a liability of Seller arising out of or relating to any act, omission, event or occurrence connected with:
(A) the use, ownership or operation of the Hospital, or
(B) the use, operation or ownership of any of the Assets, prior to the Effective Time, other than as specifically included in the Assumed Obligations;
(iv) be made to the extent such claim relates to an obligation or liability for which Seller has agreed to indemnify Purchaser pursuant to Section 10.2; and
(v) be made to the extent such claim seeks Consequential Damages; provided, however, the limitation contained in this Section 10.3.2.(a)(v) shall not apply to the extent of any payments which Seller or any affiliate of Seller is required to make to a third party which are in the nature of Consequential Damages.
(b) If Seller is entitled to recover any sum (whether by payment, discount, credit or otherwise) from any third party in respect of any matter for which a claim of indemnity could be made against Purchaser hereunder, Seller shall use its reasonable endeavors to recover such sum from such third party and any sum recovered will reduce the amount of the claim. If Purchaser pays to Seller an amount in respect of a claim, and Seller subsequently recovers from a third party a sum which is referable to that claim, Seller shall forthwith repay to Purchaser so much of the amount paid by it as does not exceed the sum recovered from the third party less all reasonable costs, charges and expenses incurred by Seller in obtaining payment in respect of that claim and in recovering that sum fr...
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.