Common use of Indemnification Limitations Clause in Contracts

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 maximum aggregate liability of the Purchasers to Sellers and other indemnified Persons for claims brought under Section 12.3.1(a) shall not exceed an amount equal to fifty percent (50%) of the Cash Purchase Price. (c) If the Sellers are 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 the Purchasers hereunder, the Sellers shall use reasonable endeavors to recover such sum from such third party and any sum recovered will reduce the amount of the claim. If the Purchasers pays to the Sellers an amount in respect of a claim, and the Sellers subsequently recovers from a third party a sum which is referable to that claim, the Sellers shall forthwith repay to the Purchasers 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 the Sellers in obtaining payment in respect of that claim and in recovering that sum from the third party.

Indemnification Limitations. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Purchasers except for items relating to any Tax Claims, Shareholder shall be under no liability to indemnify Purchaser or the Sellers Company under Section 12.3.1 Sections 7.2(a)(i) and 7.2(a)(ii) and no claim under Section 12.3.1 of this Agreement shallSections 7.2(a)(i) and 7.2(a)(ii) shall be made: (i) be made unless notice thereof shall have been given by or on behalf of the Sellers Purchaser to the Purchasers Shareholder in the manner provided in Section 12.47.4, unless failure to provide such notice in a timely manner does not materially impair the Purchasers’ Shareholder’s ability to defend its their respective 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)(ii7.2(b)(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 Purchaser has agreed to indemnify the Purchasers Shareholder pursuant to Section 12.2;7.3; or (viv) be made to the extent such related to a claim seeks Consequential Damages; provided, however, under Section 7.2(a)(i) or a claim under Section 7.2(a)(ii) for Shareholder’s or the limitation contained in this Section 12.3.2(a)(v) shall not apply to the extent Company’s breach of any payments which the Sellers or any affiliate of the Sellers is covenant required to make be performed or satisfied at or prior to a third party which are in Closing, or accrue to Purchaser unless 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 Shareholder or the Purchasers to the Sellers Company in respect of any single claim under Section 12.3.1(aor multiple claims in the aggregate exceeds Twenty Thousand Dollars ($20,000) exceeds the (a “Relevant Claim Amount and (BClaim”) 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 Purchaser 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 maximum aggregate liability of the Purchasers to Sellers and other indemnified Persons for claims brought under Section 12.3.1(a) shall not exceed an amount equal to fifty percent (50%) of the Cash Purchase Price. (c) If the Sellers are 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 the Purchasers hereunder, the Sellers shall use reasonable endeavors to recover such sum from such third party and any sum recovered will reduce the total amount of the claim. If the Purchasers pays to the Sellers an amount in respect of a claim, and the Sellers subsequently recovers from a third party a sum which is referable to that claim, the Sellers shall forthwith repay to the Purchasers 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 the Sellers in obtaining payment in respect of that claim and in recovering that sum from the third partyRelevant Claim(s).

Indemnification Limitations. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Purchasers Seller shall be under no liability to indemnify the Sellers Purchaser under Section 12.3.1 10.2(a) and no claim under Section 12.3.1 of this Agreement shall10.2(a) shall be made: (i) be made unless notice thereof shall have been given by or on behalf of the Sellers Purchaser to the Purchasers Seller, in the manner provided in Section 12.410.4, unless failure to provide such notice in a timely manner does not materially impair within the Purchasers’ ability to defend its rights, mitigate damages, seek indemnification from a third party or otherwise protect its interestsSurvival Period; (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)(ii10.2(b)(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 FacilitiesHospital, or (B) the use, ownership or operation or ownership of any of the Acquired Assets, on and after the Effective Time (without regard to whether such use, ownership or operation is consistent with Seller’s policies, procedures and/or practices prior to the Effective DateTime), other than as specifically included in the Assumed ObligationsExcluded Liabilities; (iv) be made to the extent that Purchaser had Knowledge of (A) the respective breach of a representation and warranty by Seller or (B) other indemnifiable event, prior to the Effective Time; (v) to the extent such claim relates to an obligation or liability for which the Sellers have Purchaser has agreed to indemnify the Purchasers Seller pursuant to Section 12.2; (v) be made to the extent such claim seeks Consequential Damages10.3; 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; andor (vi) or accrue under Section 12.3.1(a) to Purchaser unless the benefit of the Sellers unless and only to the extent that (A) the actual liability of the Purchasers to the Sellers Seller in respect of any single claim under Section 12.3.1(aor multiple claims in the aggregate exceeds Two Hundred Fifty Thousand Dollars ($250,000) exceeds the (a “Relevant Claim Amount and (BClaim”) 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 Purchaser shall be entitled to seek indemnification under Section 12.3.1(a) for all claims for Damages which exceed the Aggregate Amount. (b) total amount of the Relevant Claim(s). Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate liability of the Purchasers Seller to Sellers and other indemnified Persons for claims brought Purchaser under Section 12.3.1(a) this Agreement shall not exceed an amount equal to fifty percent (50%) of the Cash Purchase Price. (c) If the Sellers are 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 the Purchasers hereunder, the Sellers shall use reasonable endeavors to recover such sum from such third party and any sum recovered will reduce the amount of the claim. If the Purchasers pays to the Sellers an amount in respect of a claim, and the Sellers subsequently recovers from a third party a sum which is referable to that claim, the Sellers shall forthwith repay to the Purchasers 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 the Sellers in obtaining payment in respect of that claim and in recovering that sum from the third party.

Indemnification Limitations. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Purchasers Shareholders shall be under no liability to indemnify Purchaser or the Sellers Company under Section 12.3.1 10.2(a) and no claim under Section 12.3.1 of this Agreement shall10.2(a) shall be made: (i) be made unless notice thereof shall have been given by or on behalf of the Sellers Purchaser to the Purchasers Shareholders in the manner provided in Section 12.410.4, unless failure to provide such notice in a timely manner does not materially impair the PurchasersShareholders’ ability to defend its their respective rights, mitigate damages, seek indemnification from a third party or otherwise protect its intereststheir respective interests within the Survival Period; (ii) be made to the extent that any loss Damages may be recovered under a policy of insurance in force on the date of loss; provided, however, that this Section 12.3.2(a)(ii10.2(b)(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 Purchaser has agreed to indemnify the Purchasers Shareholders pursuant to Section 12.210.3; (viv) be made to the extent such related to a claim seeks Consequential Damages; provided, however, under Section 10.2(a)(i) or a claim under Section 10.2(a)(ii) for the limitation contained in this Section 12.3.2(a)(v) shall not apply to Shareholders’ or the extent Company’s breach of any payments which the Sellers or any affiliate of the Sellers is covenant required to make be performed or satisfied at or prior to a third party which are in Closing, accrue to Purchaser unless 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 Shareholders or the Sellers Company in respect of any single claim under Section 12.3.1(aor multiple claims in the aggregate exceeds Fifty Thousand Dollars ($50,000) exceeds the (a “Relevant Claim Amount and (BClaim”) 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 Purchaser 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 maximum aggregate liability of the Purchasers to Sellers and other indemnified Persons for claims brought under Section 12.3.1(a) shall not exceed an amount equal to fifty percent (50%) of the Cash Purchase Price. (c) If the Sellers are 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 the Purchasers hereunder, the Sellers shall use reasonable endeavors to recover such sum from such third party and any sum recovered will reduce the total amount of the claim. If the Purchasers pays Relevant Claim(s); or (v) to the Sellers an amount in respect extent that Purchaser had actual knowledge at or prior to the Effective Time of (A) the respective breach of a claim, and representation or warranty by the Sellers subsequently recovers from Shareholders or (B) the breach of a third party a sum which is referable covenant required to that claim, the Sellers shall forthwith repay be performed or satisfied at or prior to the Purchasers 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 the Sellers in obtaining payment in respect of that claim and in recovering that sum from the third partyEffective Time.

Indemnification Limitations. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Purchasers Purchaser shall be under no liability to indemnify the Sellers Seller under Section 12.3.1 10.3(a) and no claim under Section 12.3.1 of this Agreement shall10.3(a) shall be made: (i) be made unless notice thereof shall have been given by or on behalf of the Sellers Seller to the Purchasers Purchaser, in the manner provided in Section 12.4, unless failure to provide such notice in a timely manner does not materially impair 10.4 within the Purchasers’ ability to defend its rights, mitigate damages, seek indemnification from a third party or otherwise protect its interestsSurvival Period; (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)(ii10.3(b)(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 Seller arising out of or relating to any act, omission, event or occurrence connected with: (A) the use, ownership or operation of the FacilitiesHospital, or (B) the use, operation or ownership of any of the Acquired Assets, prior to the Effective DateTime, 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 Seller has agreed to indemnify the Purchasers Purchaser pursuant to Section 12.2;10.2; or (v) be made or accrue to Seller unless 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 Purchaser in respect of any single claim under Section 12.3.1(a) or multiple claims in the aggregate exceeds the Relevant Claim Amount and (B) the total actual liability of the Purchasers in respect of all Relevant Claims exceeds the Aggregate Amount, amount in which event Sellers and other indemnified Persons Seller shall be entitled to seek indemnification under Section 12.3.1(a) for all claims for Damages which exceed the Aggregate Amount. (b) total amount of the Relevant Claim(s); or Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate liability of the Purchasers Purchaser to Sellers and other indemnified Persons for claims brought Seller under Section 12.3.1(a) this Agreement shall not exceed an amount equal to fifty percent (50%) of the Cash Purchase Price. (c) If the Sellers are 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 the Purchasers hereunder, the Sellers shall use reasonable endeavors to recover such sum from such third party and any sum recovered will reduce the amount of the claim. If the Purchasers pays to the Sellers an amount in respect of a claim, and the Sellers subsequently recovers from a third party a sum which is referable to that claim, the Sellers shall forthwith repay to the Purchasers 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 the Sellers in obtaining payment in respect of that claim and in recovering that sum from the third party.

Indemnification Limitations. Notwithstanding any other provision of this Agreement: (a) Notwithstanding The aggregate dollar amount of all payments the Shareholders shall be obligated to make pursuant to this Article VI shall not exceed $7,500,000, except for claims arising under Article III and claims based on the fraud of the Company or any provision Shareholder for which there shall be no limit; provided, that in no event shall a Charitable Shareholder be liable for any representations or warranties or fraud, except for those representations and warranties made by such Charitable Shareholder in Article III. The Shareholders' indemnification obligations under this Agreement shall not apply to the contrary contained first $300,000, in this Agreementthe aggregate, of claims asserted by Buyer that are determined to be Offset Amounts (as defined in Section 1.6(b)), except for claims arising under Article III and claims based on fraud of the Purchasers Company or any Shareholder (e.g., Buyer is responsible for the first $300,000 and the Shareholders (other than the Charitable Shareholders) for the balance of the claims for which the shareholders have an indemnification obligation to Buyer up to $7,500,000). (b) The Shareholders 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 shallnot have any indemnification obligation: (i) be made unless notice thereof shall have been given by or on behalf of the Sellers subject to Section 6.10(c) below, with respect to a claim for indemnification for which there is a title insurance policy in effect to the Purchasers in extent of any insurance proceeds actually received by the manner provided in Section 12.4, unless failure to provide Buyer Indemnified Party under 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 interestspolicy; (ii) be made subject to Section 6.10(c) below, to the extent of any insurance proceeds actually received by such Buyer Indemnified Party in connection with the facts or events giving rise to such indemnification claim; (iii) in connection with any claim for indemnification based upon a claim, assessment or deficiency for any tax which arises from adjustments having the effect only of shifting income, credits or deductions from one fiscal period to another to the extent of any offsetting tax reduction for another period; provided, that the applicable statute of limitations or period during which Buyer or the Company is entitled to seek a refund for such other tax period has not expired; or (iv) to the extent that any loss may be recovered under indemnification claim is a policy "Loss" (as such term is defined in Section 8.2 of insurance that certain Stock Purchase Agreement dated as of August 31, 1999, pursuant to which the Company purchased all of the shares of stock of Waukesha Rubber Company ("Waukesha Agreement"), whether or not "Sellers" (as defined in force on the date of loss; provided, however, that this Section 12.3.2(a)(iiWaukesha Agreement) shall not apply to deductibles or copayments, any self-insurance program or insurance provided by captive affiliates, or have an indemnification obligation 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 maximum aggregate liability of the Purchasers to Sellers and other indemnified Persons for claims brought under Section 12.3.1(a) shall not exceed an amount equal to fifty percent (50%) of the Cash Purchase PriceCompany. (c) If the Sellers are 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 the Purchasers hereunder, the Sellers Buyer shall use commercially reasonable endeavors efforts in pursuing claims under insurance policies, including insurance policies maintained by Buyer or the Company from and after the Closing Date and insurance policies maintained by the Company prior to recover such sum from such third party and any sum recovered will the Closing Date, which may result in proceeds that would reduce the amount indemnification obligations of the Shareholders under Section 6.10(b)(i) and (ii) above; provided that such commercially reasonable efforts shall not require the initiation of litigation by Buyer or the Company against an insurer which has denied coverage for a claim. If In the Purchasers pays to the Sellers event that an amount in respect of insurer denies coverage for a claim, Buyer shall so notify the Representative, and the Sellers subsequently recovers Shareholders, acting through the Representative, shall have the right to cause the Company to continue to seek recovery from a third party a sum which is referable to that the insurer for such claim, including through litigation against the Sellers shall forthwith repay to the Purchasers so much of the insurer, provided, that in such event all costs and expenses in connection with such proceedings less any amount paid by it as does not exceed the sum actually recovered from the third party less insurer with respect to such claim shall be considered an indemnifiable claim for which Buyer shall be entitled to be indemnified hereunder. To the extent that there is a pending claim for insurance reimbursement with respect to a claim for indemnification, such indemnification claim shall be deemed to be a pending, but unresolved claim within the meaning of this Article VI until the insurance recovery, if any, is finally determined. (d) The aggregate dollar amount of all reasonable costs, charges and expenses incurred by the Sellers in obtaining payment in respect of that claim and in recovering that sum from the third partypayments Buyer shall be obligated to make pursuant to this Article VI shall not exceed $7,500,000.

Indemnification Limitations. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Purchasers Purchaser shall be under no liability to indemnify the Sellers Seller under Section 12.3.1 10.3(a) and no claim under Section 12.3.1 of this Agreement shall10.3(a) shall be made: (i) be made unless notice thereof shall have been given by or on behalf of the Sellers Seller to the Purchasers Purchaser in the manner provided in Section 12.410.4, unless failure to provide such notice in a timely manner does not materially impair the Purchasers’ 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 Damages may be recovered under a policy of insurance in force on the date of loss; provided, however, that this Section 12.3.2(a)(ii10.3(b)(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 related to a liability claim under Section 10.3(a)(i) or a claim under Section 10.3(a)(ii) for Purchaser’s breach of the Sellers arising out of any covenant required to be performed or relating satisfied at or prior to Closing, but expressly not with respect 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 payment due under Section 12.3.1(a) 1.13 of this Agreement, accrue to the benefit of the Sellers Seller unless and only to the extent that (A) the actual liability of the Purchasers to the Sellers Purchaser in respect of any single claim under Section 12.3.1(a) or multiple claims in the aggregate exceeds the Relevant Claim Amount and (B) the total actual liability of the Purchasers in respect of all Relevant Claims exceeds the Aggregate Amount, amount in which event Sellers and other indemnified Persons Seller 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 maximum aggregate liability of the Purchasers to Sellers and other indemnified Persons for claims brought under Section 12.3.1(a) shall not exceed an amount equal to fifty percent (50%) of the Cash Purchase Price. (c) If the Sellers are 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 the Purchasers hereunder, the Sellers shall use reasonable endeavors to recover such sum from such third party and any sum recovered will reduce the total amount of the claim. If the Purchasers pays Relevant Claim(s); (iv) for any Excluded Liabilities; or (v) to the Sellers an amount in respect extent that Seller had actual knowledge at or prior to the Effective Time of (A) the respective breach of a claim, and representation or warranty by Purchaser or (B) the Sellers subsequently recovers from breach of a third party a sum which is referable covenant required to that claim, the Sellers shall forthwith repay be performed or satisfied at or prior to the Purchasers 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 the Sellers in obtaining payment in respect of that claim and in recovering that sum from the third partyEffective Time.

Indemnification Limitations. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Purchasers Purchaser shall be under no liability to indemnify the Sellers Seller under Section 12.3.1 10.3(a) and no claim under Section 12.3.1 10.3(a) of this Agreement shall: (i) be made unless notice thereof shall have been given by or on behalf of the Sellers Seller to the Purchasers Purchaser in the manner provided in Section 12.410.4, unless failure to provide such notice in a timely manner does not materially impair the Purchasers’ 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 applicable to the date incident out of losswhich the loss arises; provided, however, that this Section 12.3.2(a)(ii10.3(b)(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 Seller arising out of or relating to any act, omission, event or occurrence connected with: (A) the use, ownership or operation of the FacilitiesHospital, or (B) the use, operation or ownership of any of the Acquired Assets, prior to the Effective DateTime, 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 Seller has agreed to indemnify the Purchasers Purchaser pursuant to Section 12.210.2; (v) be made accrue to Purchaser unless the extent such claim seeks Consequential Damages; provided, however, the limitation contained actual liability of Seller in this Section 12.3.2(a)(v) shall not apply to the extent respect of any payments which the Sellers single claim or any affiliate of the Sellers is required to make to a third party which are multiple claims in the nature aggregate exceeds the Relevant Claim amount in which event Seller shall be entitled to seek indemnification for the total amount of Consequential Damageseach Relevant Claim or, if applicable, all Relevant Claims; 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 notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate liability of the Purchasers Purchaser to Sellers and other indemnified Persons for claims brought Seller under Section 12.3.1(a) this Agreement shall not exceed an amount equal to fifty percent (50%) of the Cash Purchase Price. (c) If the Sellers are 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 the Purchasers hereunder, the Sellers shall use reasonable endeavors to recover such sum from such third party and any sum recovered will reduce the amount of the claim. If the Purchasers pays to the Sellers an amount in respect of a claim, and the Sellers subsequently recovers from a third party a sum which is referable to that claim, the Sellers shall forthwith repay to the Purchasers 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 the Sellers in obtaining payment in respect of that claim and in recovering that sum from the third party.

Indemnification Limitations. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Purchasers Purchaser shall be under no liability to indemnify the Sellers Seller under Section 12.3.1 10.3.1 and no claim under Section 12.3.1 10.3.1 of this Agreement shall: (i) be made unless notice thereof shall have been given by or on behalf of the Sellers Seller to the Purchasers Purchaser in the manner provided in Section 12.410.4, unless failure to provide such notice in a timely manner does not materially impair the Purchasers’ 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 12.3.2(a)(ii10.3.2(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 Seller or TRH arising out of or relating to any act, omission, event or occurrence connected with: (A) the use, ownership or operation of any of the FacilitiesHospitals, or (B) the use, operation or ownership of any of the Acquired AssetsAssets or the assets comprising the TRH Businesses, prior to the Effective DateTime, 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 Seller has agreed to indemnify the Purchasers Purchaser pursuant to Section 12.210.2; (v) be made to the extent such claim seeks Consequential Damages; provided, however, the limitation contained in this Section 12.3.2(a)(v10.3.2(a)(v) shall not apply to the extent of any payments which the Sellers Seller or any affiliate of the Sellers Seller 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 Seller unless and only to the extent that (A) the actual liability of the Purchasers to the Sellers Purchaser in respect of any single claim under Section 12.3.1(a10.3.1 (a) exceeds the Five Thousand Dollars ($5,000) (a “Seller Relevant Claim Amount Claim”) and (B) the total actual liability of the Purchasers Purchaser in respect of all Seller Relevant Claims in the aggregate exceeds the Aggregate AmountOne Million Dollars ($1,000,000), in which event Sellers and other indemnified Persons Seller shall be entitled to seek indemnification under Section 12.3.1(a10.3.1(a) for all claims for Damages which exceed Seller Relevant Claims in the Aggregate Amountfull amount of Damages. (b) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate liability of Purchaser to Seller under this Agreement, subsequent to Purchaser paying the Purchasers Cash Purchase Price at Closing (as adjusted pursuant to Sellers and other indemnified Persons for claims brought under Section 12.3.1(a) 1.4), shall not exceed an additional amount equal to fifty percent (50%) of the Cash Purchase Price. (c) If the Sellers are 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 the Purchasers Purchaser hereunder, the Sellers 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 the Purchasers Purchaser pays to the Sellers Seller an amount in respect of a claim, and the Sellers Seller subsequently recovers from a third party a sum which is referable to that claim, the Sellers Seller shall forthwith repay to the Purchasers so much of the such amount paid by it as does not exceed the sum recovered from the third party Purchaser less all reasonable costs, charges and expenses incurred by the Sellers Seller in obtaining payment in respect of that claim and in recovering that sum from the third party.

Indemnification Limitations. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Purchasers Purchaser shall be under no liability to indemnify the Sellers Seller Group under Section 12.3.1 10.3.1 and no claim under Section 12.3.1 10.3.1 of this Agreement shall: (i) be made unless notice thereof shall have been given by or on behalf of the Sellers Seller to the Purchasers Purchaser in the manner provided in Section 12.410.4, unless failure to provide such notice in a timely manner does not materially impair the Purchasers’ 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 lossloss (other than a policy of insurance with an affiliate of Seller); provided, however, that this Section 12.3.2(a)(ii10.3.2(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 Seller arising out of or relating to any act, omission, event or occurrence connected with: (A) the use, ownership or operation of any of the FacilitiesHospitals, or (B) the use, operation or ownership of any of the Acquired Assets, prior to the Effective DateTime, 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 Seller has agreed to indemnify the Purchasers Purchaser pursuant to Section 12.210.2; (v) be made to the extent such claim seeks Consequential Damages; provided, however, the limitation contained in this Section 12.3.2(a)(v10.3.2. (a) (v) shall not apply to the extent of any payments which the Sellers Seller or any affiliate member of the Sellers Seller Group is required to make to a third party (other than any third party which is a member of the Seller Group) which are in the nature of Consequential Damages; and (vi) accrue to Seller or any member of the Seller Group under Section 12.3.1(a10.3.1(a) to the benefit of the Sellers unless and only to the extent that (A) the actual liability of the Purchasers to the Sellers Purchaser in respect of any single claim under Section 12.3.1(a10.3.1 (a) exceeds the Five Thousand Dollars ($5,000) (a "Seller Relevant Claim Amount Claim") and (B) the total actual liability of the Purchasers Purchaser under Section 10.3.1 (a) in respect of all Seller Relevant Claims in the aggregate exceeds One Million Dollars ($1,000,000) (the "Seller Aggregate Amount"), in which event Sellers and other indemnified Persons Seller or any member of the Seller Group shall be entitled to seek indemnification under Section 12.3.1(a10.3.1 (a) for all claims for Seller Relevant Claims only in an amount of Damages which exceed the Seller Aggregate Amount. (b) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate liability of Purchaser to the Purchasers Seller Group under this Agreement, subsequent to Sellers and other indemnified Persons for claims brought under Purchaser paying the Cash Purchase Price at Closing (as adjusted pursuant to Section 12.3.1(a) 1.4), shall not exceed an additional amount equal to fifty percent (50%) of the Cash Purchase Price. (c) If Seller or any member of the Sellers are Seller Group is entitled to recover any sum (whether by payment, discount, credit or otherwise) from any third party (other than an insurance carrier or an affiliate of Seller) in respect of any matter for which a claim of indemnity could be made against the Purchasers Purchaser hereunder, the Sellers shall Seller shall, at its option, either use its reasonable endeavors to recover such sum from such third party and any sum recovered will reduce the amount of the claim, or assign to Purchaser the right of Seller or the applicable member of the Seller Group to pursue such third party. If the Purchasers Purchaser pays to any member of the Sellers Seller Group an amount in respect of a claim, and such member of the Sellers Seller Group subsequently recovers from a third party (other than an insurance carrier or an affiliate of Seller) a sum which is referable to that claim, Seller shall, and shall cause the Sellers shall applicable member of the Seller Group to, forthwith repay to the Purchasers Purchaser so much of the amount paid by it Seller or the applicable member of the Seller Group as does not exceed the sum recovered from the third party less all reasonable costs, charges and expenses incurred by Seller or the Sellers applicable member of the Seller Group in obtaining payment in respect of that claim and in recovering that sum from the third party.

Indemnification Limitations. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Purchasers Seller shall be under no liability to indemnify Purchaser, the Sellers Company or the Partnership under Section 12.3.1 Sections 8.2(a)(i) and 8.2(a)(ii) and no claim under Section 12.3.1 of this Agreement shallSections 8.2(a)(i) and 8.2(a)(ii) shall be made: (i) be made unless notice thereof shall have been given by or on behalf of the Sellers Purchaser to the Purchasers Seller in the manner provided in Section 12.48.4, unless failure to provide such notice in a timely manner does not materially impair the Purchasers’ Seller’s ability to defend its their respective 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)(ii8.2(b)(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 Purchaser has agreed to indemnify the Purchasers Seller pursuant to Section 12.2;8.3; or (viv) be made to the extent such related to a claim seeks Consequential Damages; provided, however, under Section 8.2(a)(i) or a claim under Section 8.2(a)(ii) for Seller’s or the limitation contained in this Section 12.3.2(a)(v) shall not apply to the extent Company’s breach of any payments which the Sellers or any affiliate of the Sellers is covenant required to make be performed or satisfied at or prior to a third party which are in Closing, or accrue to Purchaser unless 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 Seller or the Purchasers to the Sellers Company in respect of any single claim under Section 12.3.1(aor multiple claims in the aggregate exceeds Ten Thousand Dollars ($10,000) exceeds the (a “Relevant Claim Amount and (BClaim”) 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 Purchaser 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 maximum aggregate liability of the Purchasers to Sellers and other indemnified Persons for claims brought under Section 12.3.1(a) shall not exceed an amount equal to fifty percent (50%) of the Cash Purchase Price. (c) If the Sellers are 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 the Purchasers hereunder, the Sellers shall use reasonable endeavors to recover such sum from such third party and any sum recovered will reduce the total amount of the claim. If the Purchasers pays to the Sellers an amount in respect of a claim, and the Sellers subsequently recovers from a third party a sum which is referable to that claim, the Sellers shall forthwith repay to the Purchasers 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 the Sellers in obtaining payment in respect of that claim and in recovering that sum from the third partyRelevant Claim(s).

Indemnification Limitations. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Purchasers Seller shall be under no liability to indemnify the Sellers Purchaser under Section 12.3.1 10.2(a) and no claim under Section 12.3.1 of this Agreement shall10.2(a) shall be made: (i) be made unless notice thereof shall have been given by or on behalf of the Sellers Purchaser to the Purchasers Seller in the manner provided in Section 12.410.4, unless failure to provide such notice in a timely manner does not materially impair the Purchasers’ Seller’s ability to defend its rights, mitigate damages, seek indemnification from a third party or otherwise protect its interestsinterests within the Survival Period; (ii) be made to the extent that any loss Damages may be recovered under a policy of insurance in force on the date of loss; provided, however, that this Section 12.3.2(a)(ii10.2(b)(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 Purchaser has agreed to indemnify the Purchasers Seller pursuant to Section 12.210.3; (iv) for any Assumed Liabilities; (v) be made to the extent such related to a claim seeks Consequential Damages; provided, however, the limitation contained in this under Section 12.3.2(a)(v10.2(a)(i) shall not apply to the extent or a claim under Section 10.2(a)(ii) for Seller’s breach of any payments which the Sellers or any affiliate of the Sellers is covenant required to make be performed or satisfied at or prior to a third party which are in Closing, accrue to Purchaser unless 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 Seller in respect of any single claim under Section 12.3.1(aor multiple claims in the aggregate exceeds One Hundred Fifty Thousand Dollars ($150,000) exceeds the (a “Relevant Claim Amount and (B) the total actual liability of the Purchasers in respect of all Relevant Claims exceeds the Aggregate AmountClaim”), in which event Sellers and other indemnified Persons Purchaser 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 maximum aggregate liability of the Purchasers to Sellers and other indemnified Persons for claims brought under Section 12.3.1(a) shall not exceed an amount equal to fifty percent (50%) of the Cash Purchase Price. (c) If the Sellers are 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 the Purchasers hereunder, the Sellers shall use reasonable endeavors to recover such sum from such third party and any sum recovered will reduce the total amount of the claim. If the Purchasers pays Relevant Claim(s); or (vi) to the Sellers an amount in respect extent that Purchaser had actual knowledge at or prior to the Effective Time of (A) the respective breach of a claim, and representation or warranty by Seller or (B) the Sellers subsequently recovers from breach of a third party a sum which is referable covenant required to that claim, the Sellers shall forthwith repay be performed or satisfied at or prior to the Purchasers 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 the Sellers in obtaining payment in respect of that claim and in recovering that sum from the third partyEffective Time.

Indemnification Limitations. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Purchasers Seller shall be under no liability to indemnify the Sellers Purchaser under Section 12.3.1 10.2(a) and no claim under Section 12.3.1 10.2(a) of this Agreement shall: (i) be made unless notice thereof shall have been given by or on behalf of the Sellers Purchaser to the Purchasers Seller in the manner provided in Section 12.410.4, unless failure to provide such notice in a timely manner does not materially impair the Purchasers’ Seller’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 applicable to the date incident out of losswhich the loss arises; provided, however, that this Section 12.3.2(a)(ii10.2(b)(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 FacilitiesHospital, or (B) the use, ownership or operation or ownership of any of the Acquired Assets, on and after the Effective Time (without regard to whether such use, ownership or operation is consistent with Seller’s policies, procedures and/or practices prior to the Effective DateTime), other than as specifically included in the Assumed ObligationsExcluded Liabilities; (iv) be made to the extent that Purchaser had actual knowledge of (A) the respective breach of a representation and warranty by Seller or (B) other indemnifiable event, prior to the Effective Time; (v) be made to the extent such claim relates to an obligation or liability for which the Sellers have Purchaser has agreed to indemnify the Purchasers Seller pursuant to Section 12.210.3; (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 Purchaser unless and only to the extent that (A) the actual liability of the Purchasers to the Sellers Seller in respect of any single claim under Section 12.3.1(aor multiple claims in the aggregate exceeds One Hundred Thousand Dollars ($100,000) exceeds the (individually a “Relevant Claim Amount and (Bor collectively “Relevant Claims”)”) 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 Purchaser shall be entitled to seek indemnification under Section 12.3.1(a) for the total amount of each Relevant Claim, or if applicable, all claims for Damages which exceed the Aggregate Amount.Relevant Claims; (bvii) Notwithstanding notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate liability of the Purchasers Seller to Sellers and other indemnified Persons for claims brought Purchaser under Section 12.3.1(a) this Agreement shall not exceed an amount equal to fifty percent (50%) of the Cash Purchase Price. (c) If the Sellers are 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 the Purchasers hereunder, the Sellers shall use reasonable endeavors to recover such sum from such third party and any sum recovered will reduce the amount of the claim. If the Purchasers pays to the Sellers an amount in respect of a claim, and the Sellers subsequently recovers from a third party a sum which is referable to that claim, the Sellers shall forthwith repay to the Purchasers 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 the Sellers in obtaining payment in respect of that claim and in recovering that sum from the third party.