Limitation on Indemnity/Commitments Sample Clauses

Limitation on Indemnity/Commitments. (i) The indemnification obligation of the indemnifying party with respect to any Breach of any representation or warranty pursuant to Section 10.2(a)(i), (a)(iii) or (b)(i) shall be limited to Claims for Damages made prior to the last date of survival thereof referred to in Section 10.1. The indemnification obligation of the indemnifying party with respect to any Breach of any covenant or agreement pursuant to Section 10.2(a)(ii) or (b)(ii) shall survive indefinitely subject to the terms of this Agreement.
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Limitation on Indemnity/Commitments. (i) The indemnification obligation of the parties hereto with respect to any breach of any representation or warranty pursuant to Sections 8.3(a) or (b) shall be limited to Claims for Damages made prior to last date of survival thereof referred to in Section 8.2. The indemnification obligation of the parties hereto with respect to any breach of any covenant or agreement pursuant to Sections 8.3(a) or (b) shall survive indefinitely subject to the terms of this Agreement.
Limitation on Indemnity/Commitments. (i) The indemnification obligation of the Company Stockholders and Buyer pursuant to Sections 10.2(a) or (b), respectively, with respect to any Breach of any representation or warranty shall be limited to Claims for Damages made prior to the last date of survival thereof referred to in Section 10.1. The indemnification obligation of the Company Stockholders and Buyer with respect to any Breach of any covenant or agreement pursuant to Sections 10.2(a) or 10.2(b), respectively, shall survive for the applicable statute of limitations, subject to the terms of this Agreement.
Limitation on Indemnity/Commitments. (i) The indemnification obligations of Seller with respect to any breach of any representation or warranty pursuant to Section 7.2(a)(i) shall be limited to Claims made on or prior to the last date of survival thereof referred to in Section 7.1. The indemnification obligations of Seller with respect to any other bases for indemnification obligations of Seller pursuant to clauses (ii), (iii) and (iv) of Section 7.2(a) shall survive until the expiration of the applicable statutes of limitations, subject to the terms of this Agreement.
Limitation on Indemnity/Commitments. (i) The indemnification obligation of the Shareholders and of the Purchasers and CSR with respect to any Breach of any representation or warranty pursuant to Section 10.2(a)(i) or (b)(i) and of the Shareholders with respect to Damages arising under Section 10.2(a)(iii) shall be limited to Claims for Damages made prior to the last date of survival thereof referred to in Section 10.1. The indemnification obligation of the Shareholders and the Purchasers and CSR with respect to any Breach of any covenant or agreement pursuant to Section 10.2(a)(ii) or (b)(ii) shall survive indefinitely subject to the terms of this Agreement.
Limitation on Indemnity/Commitments. (i) The indemnification obligation of the Surviving Corporation with respect to any Breach of any representation or warranty under Sections 10.2(a)(i) and 10.2(b)(i) hereof shall be limited to Claims for Damages made prior to the last date of survival thereof.
Limitation on Indemnity/Commitments. (a) The indemnification obligations of the Members (on the one hand) and JAMDAT and Buyer (on the other hand) with respect to any breach of any representation or warranty or covenant or agreement pursuant to Sections 8.2(a) or (b), respectively, shall be limited to Claims for Damages made prior to the Expiration Date (except with respect to (i) Claims made in respect of Surviving Claims which must be made prior to expiration of the applicable statute of limitations for such claims (giving effect to any waiver or extension thereof) and (ii) Surviving Tax Claims, which must be made prior to expiration of thirty (30) days after expiration of the applicable statute of limitations (giving effect to any waiver or extension thereof)).
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Limitation on Indemnity/Commitments. (i) The Shareholders' Indemnified Parties may not recover Damages from the Shareholders pursuant to Section 10.2(a)(i) until the aggregate amount of Damages relating to such Claims for which the Shareholders Indemnified Parties, in the aggregate, are seeking, or have sought, indemnification under Section 10.2(a)(i) exceeds Fifty Thousand Dollars ($50,000) (the "Threshold"); provided, however, that in the event the aggregate amount of Damages for which the Shareholders' Indemnified Parties are seeking, or have sought, indemnification pursuant to Section 10.2(a)(i) exceeds the Threshold, the Shareholders' Indemnified Parties may recover the full amount of such Damages and provided, further, that (A) Claims for Damages pursuant to Section 10.2(a)(i) resulting from a Breach of the representations and warranties contained in Sections 5.3 or 5.6 and indemnification for Taxes pursuant to Section 10.3, (B) Claims for Damages pursuant to Section 10.2(a)(ii) resulting from a Breach of any of the payment obligations contained in Article III, and (C) Claims for Damages pursuant to Section 10.2(a)(vi) (such claims in (A), (B) and (C), "Excluded Claims") shall not be subject to the Threshold. The Shareholders' Indemnified Parties shall have the right to make a Claim hereunder prior to the time at which the Threshold that is applicable to such Claim has been surpassed for the purpose of asserting such Claim within the relevant survival period of the applicable indemnification obligation and any such Claim made within such period shall, to the extent such Threshold ultimately is met, survive until its final resolution.

Related to Limitation on Indemnity/Commitments

  • Limitation on Indemnification Obligations (a) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HFC Entities in Article III, the definition of HFC Entities shall be deemed to mean solely (i) the HFC Entity or HFC Entities that own or operate, or owned or operated immediately prior to the transfer to the HEP Entities, the Retained Asset, Transferred Asset or other property in question with respect to which indemnification is sought by reason of such HFC Entity’s or HFC Entities’ ownership or operation of the Retained Asset, Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HEP Entities for which it is entitled to indemnification under Article III and (ii) HFC.

  • Limitation on Indemnity Notwithstanding anything contained herein to the contrary, the Company shall not be required hereby to indemnify the Indemnitee with respect to any action, suit, or proceeding that was initiated by the Indemnitee unless (a) such action, suit, or proceeding was initiated by the Indemnitee to enforce any rights to indemnification arising hereunder and such person shall have been formally adjudged to be entitled to indemnity by reason hereof, (b) authorized by another agreement to which the Company is a party whether heretofore or hereafter entered, or (c) otherwise ordered by the court in which the suit was brought.

  • Limitation on Indemnification Any indemnification provided under this Section 14 shall be recoverable only out of the assets of the Company and not from the Members.

  • Limitation on Indemnities The indemnities provided in this Section 2 by Customer to MSIL and its affiliates shall be inapplicable in the event of any losses, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any agreement of MSIL contained in this Agreement to the extent caused by such event. Likewise, the indemnities provided in this Section 2 by MSIL to Customer and its successors and assigns shall be inapplicable in the event of any losses, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any representation, warranty or agreement of Customer contained in this Agreement to the extent caused by such breach.

  • Indemnification Limitation on Liability Insurance 27 14.1 Indemnification 27 14.2 Limitation on Liability 29 14.3 Insurance 29 Article 15 Dispute Resolution 30 15.1 Internal Resolution 30 15.2 Arbitration 30 Article 16 General Provisions 30 16.1 Subcontracting 30 16.2 Compliance With Laws and Policies 31 Article 17 Miscellaneous 31 17.1 Notices 31 17.2 Governing Law 32 17.3 Assignment 32 17.4 Force Majeure 33 17.5 Relationship of the Parties 34 17.6 Amendment; Waiver 34 17.7 Construction; Captions 34 17.8 Severability 34 17.9 Entire Agreement 34 17.10 Counterparts; Facsimiles 35 Exhibits Exhibit A Protocol Exhibit B Sample Analysis Plan Exhibit C Compound Supply Plan Exhibit D Press Release *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. COMBINATION STUDY COLLABORATION AGREEMENT THIS COMBINATION STUDY COLLABORATION AGREEMENT (“Agreement”) is made and entered into, effective as of August 24, 2015 (“Effective Date”), by and between Genentech, Inc., a Delaware corporation, having a principal place of business at 0 XXX Xxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (“Genentech”) and Syndax Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 000 Xxxxxx Xxxx Road, Suite 110, Waltham, Massachusetts 02451 (“Syndax”). Genentech and Syndax are each referred to herein individually as a “Party” and collectively as the “Parties.”

  • Certain Limitations on Indemnification (a) Notwithstanding anything to the contrary contained herein:

  • Specific Limitations on Indemnification Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be obligated under this Agreement to make any payment to Indemnitee with respect to any Proceeding:

  • Limitations on Indemnification Obligations (a) The amount which any Party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") in respect of Damages or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

  • Limitations on Indemnity No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:

  • Limitations on Indemnification No payments pursuant to this Agreement shall be made by the Company:

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