Indemnity Limitations Clause Samples
The Indemnity Limitations clause sets boundaries on the extent to which one party must compensate the other for losses or damages under the contract. Typically, this clause caps the total amount recoverable through indemnification, excludes certain types of damages such as indirect or consequential losses, or limits indemnity to specific circumstances. By clearly defining these limits, the clause helps manage financial risk and ensures that liability exposure remains predictable and reasonable for both parties.
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Indemnity Limitations. (a) Cap; Threshold. Seller’s aggregate liability to the Buyer Indemnified Parties under Section 9.3(i) shall not exceed ten percent (10%) of the Purchase Price, except for Seller’s representations and warranties in Sections 4.1(a), (b), (c), (d), (m) and (n)(i), which shall not be subject to such limit. No claim (other than a claim based on a breach of Sections 4.1(a), (b), (c), (d), (m) and (n)(i)) may be made against Seller for indemnification under Section 9.3(i) with respect to any individual item (or group of related items) of Loss unless such Loss exceeds $50,000 (nor shall any such Loss below such threshold be applied to or considered for purposes of calculating Seller’s aggregate liability to the Buyer Indemnified Parties).
Indemnity Limitations. (a) The right of the Indemnified Parties to be indemnified pursuant to this ARTICLE VIII shall be capped at the Escrow Amount with respect to any breach of any representation or warranty of the Company set forth in this Agreement, other than with respect to (i) the Tax Representation, which shall be capped at $9,100,000; (ii) the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement; (iv) claims under Sections 8.03(ii)-(vi), which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement and (v) Fraud, which shall be uncapped against the person who committed such Fraud. Other than in the case of Fraud, in no event shall any Shareholder be liable for Damages in excess of the amount of Merger Consideration actually received by such Shareholder pursuant to this Agreement, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of any indemnifiable Damages.
(b) The Indemnified Persons shall recover any amounts payable pursuant to the indemnification provisions of this Agreement (A) first from the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate the Indemnified Persons for such Damages, then from the applicable Indemnifying Shareholder or Indemnifying Shareholders (in all cases subject to the limitations set forth in this Agreement).
(c) Notwithstanding any provision contained herein to the contrary, the representations and warranties contained in this Agreement shall not be affected by any investigation, verification or examination by any party or by anyone on behalf of such party.
(d) Damages for which indemnification is provided pursuant to Section 8.03 of this Agreement shall be net of any amounts that may be recovered by the Indemnified Person under any insurance policy with respect to such Damages and shall be adjusted to take account the net present value of any Tax benefit and any Tax cost of the Indemnified Person which may arise from the incurrence of or payment for any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, d...
Indemnity Limitations. Notwithstanding Section 13.1, Insecure shall have no liability for any claim of infringement based on (a) the use of a superseded or altered version of Npcap if infringement would have been avoided by the use of a current or unaltered version of Npcap which Insecure made available to Licensee, provided that Insecure notified Licensee that superseded version contained a possible infringement, (b) the combination, operation or use of Npcap with software, hardware or other materials not furnished by Insecure, if infringement would have been avoided but for such combination, operation, or use, or (c) Licensee violations of the 3rd party licenses disclosed in Article 11.
Indemnity Limitations. JetBrains will have no liability for any claim of infringement based on:
(i) code contained within Space that was not created by JetBrains including, but not limited to, third party software;
(ii) any action that arises or results directly or indirectly from Enterprise Customer’s modification, misuse, or abuse of Space;
(iii) use of a superseded or altered release of the Product, if such infringement would have been avoided by the use of the current, unaltered release of Space;
Indemnity Limitations. If Vodafone sources Equipment from a third party manufacturer or reseller, Vodafone shall attempt to secure from it an indemnity against third party claims for infringement of Intellectual Property Rights in the Equipment. Vodafone’s liability to Customer in respect of third party claims for infringement of Intellectual Property Rights in the Equipment will not exceed the liability of the third party manufacturer or reseller to Vodafone.
Indemnity Limitations. The indemnity obligations set forth in sections A and B above shall not apply (i) to any costs or expenses not reasonably incurred by the indemnitee, or (ii) to any claims, causes of action, liabilities, losses, costs and expenses resulting from a default by the
Indemnity Limitations. Notwithstanding Section 13.1, NSL shall have no liability for any claim of infringement based on (a) the use of a superseded or altered version of Npcap if infringement would have been avoided by the use of a current or unaltered version of Npcap which NSL made available to Licensee, provided that NSL notified Licensee that superseded version contained a possible infringement, (b) the combination, operation or use of Npcap with software, hardware or other materials not furnished by NSL, if infringement would have been avoided but for such combination, operation, or use, or (c) Licensee violations of the 3rd party licenses disclosed in Article 11.
Indemnity Limitations. The indemnity obligations set forth in section A and B above shall not apply (i) to any costs or expenses not reasonably incurred by the indemnitee, or (ii) to any claims, causes of action, liabilities, losses, costs and expenses resulting from a default by the indemnitee hereunder. This Lease and each and every provision hereof is subject to the provisions of Massachusetts General Laws, Chapter 186, Section 15, as the same may from time to time be in force and applicable, and wherever any provision herein might be construed to violate said statute, such provision shall be construed as though it included the words "subject and to the extent enforceable in accordance with the provisions of Massachusetts General Laws, Chapter 186, Section 15.
Indemnity Limitations. (a) Notwithstanding anything to the contrary in this Agreement, the maximum liability of the Company towards SFML under this Agreement:
i. shall not exceed the Subscription Amount, where such liability arises out of claims towards, or Losses incurred as a result of breach of Warranties under Paragraphs (1) to (5) of Part A of Schedule IV:; and
ii. shall not exceed 30% (thirty percent) of the Aggregate Investment Amount where such liability arises out of claims towards Losses incurred as a result of, (A) breach of any Warranty other than the warranties referred to in sub-clause (i) above; and/or (B) any Specific Indemnity matter. The Parties agree that any fraud, gross negligence, or willful misconduct by the Company in relation to the transaction contemplated under this Agreement shall not be subject to any limitations.
(b) The Indemnified Party shall not be entitled to make any claim for Losses under this Agreement unless the Indemnification Notice or the Third Party Claim Notice, as the case may be, has been made within the respective time-periods provided below, and not thereafter:
i. in relation to breach of Warranties in Paragraphs (1) to (5) of Part A of Schedule IV, without any limitation of time from the Closing Date;
ii. in relation to the breach of Warranties in Paragraph 14 (Tax) of Part A of Schedule IV, within a period of 5 (Five) years from the Closing Date; and
iii. in relation to the breach of any other Warranties other than the Warranties referred to in sub- clause (i) and (ii) above, within a period of 2 (Two) years from the Closing Date.
(c) The Company shall not be liable in respect of an indemnity claim unless:
i. the Loss, suffered or incurred by SFML under this Agreement and by Creador I under the Creador I SSA or arising out of, or in relation to (or a series of Loss relating to the same or substantially similar facts, matters or circumstances) the Indemnity Claim is at least INR 35,00,000 (Indian Rupees Thirty Five Lakhs) (“De-Minimis Loss”); and
Indemnity Limitations. THE RIGHTS GRANTED TO OEM UNDER SECTION 13.1 SHALL BE OEM’S SOLE AND EXCLUSIVE REMEDY AND NUANCE’S SOLE OBLIGATION FOR (1) ANY ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT. NUANCE SHALL HAVE NO LIABILITY, INCLUDING UNDER SECTION 13.1, TO OEM OR ANY THIRD PARTY IF ANY INFRINGEMENT OR CLAIM OF INFRINGEMENT IS BASED UPON OR ARISES OUT OF: (A) ANY MODIFIED SOFTWARE; (B) ANY OEM OR THIRD-PARTY APPLICATION (BUT ONLY TO THE EXTENT THAT THE SOFTWARE ALONE WOULD NOT HAVE INFRINGED); (C) USE OF THE SOFTWARE IN CONNECTION OR IN COMBINATION WITH EQUIPMENT, DEVICES, OR SOFTWARE NOT PROVIDED BY NUANCE (BUT ONLY TO THE EXTENT THAT THE SOFTWARE ALONE WOULD NOT HAVE INFRINGED); (D) SOFTWARE DEVELOPED OR MODIFIED IN COMPLIANCE WITH OEM’S OR OEM’S AUTHORIZED SUBLICENSEES DESIGN REQUIREMENTS OR SPECIFICATIONS; (E) THE USE OF SOFTWARE OTHER THAN AS PERMITTED UNDER THIS AGREEMENT OR IN A MANNER FOR WHICH IT WAS NOT INTENDED; OR (F) USE OR DISTRIBUTION OF OTHER THAN THE MOST CURRENT RELEASE OR VERSION OF THE SOFTWARE (IF SUCH INFRINGEMENT OR CLAIM WOULD HAVE BEEN PREVENTED BY THE USE OF SUCH RELEASE OR VERSION AND SUCH RELEASE OR VERSION WAS MADE AVAILABLE TO OEM AT LEAST 120 DAYS PRIOR TO SUCH INFRINGEMENT OR CLAIM).