Limitations on Buyer’s Indemnification Obligations Sample Clauses

Limitations on Buyer’s Indemnification Obligations. The Seller Parties will not be entitled to indemnification under Section 8.1 unless the aggregate amount of all Losses for which indemnification is sought by the Seller Parties pursuant to such Section exceeds $25,000 (the _Indemnification Threshold_), in which case the Seller Parties will be entitled to indemnification for the amount of such Losses in excess of such amount. The maximum aggregate Losses for which the Seller Parties will be entitled to indemnification under Section 8.1 is $500,000. Notwithstanding the foregoing, there shall be no application of the Indemnification Threshold with respect to any breach or alleged breach of any representation or warranty resulting from Buyer’s intentional misrepresentation or fraud.
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Limitations on Buyer’s Indemnification Obligations. Notwithstanding the provisions of Section 8.02, Buyer shall not be required to indemnify or hold harmless the Shareholders on account of any Shareholders' Indemnified Loss under Section 8.02, unless the liability of Buyer in respect of that Sellers' Indemnified Loss, when aggregated with the liability of the Shareholders in respect of all Buyer's Indemnified Losses under Section 8.02 exceeds $25,000.00. In no event shall the liability of Buyer Section 8.02, exceed $250,000.00.
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Limitations on Buyer’s Indemnification Obligations. The Seller Indemnified Parties shall only be entitled to indemnification from Buyer with respect to any -26- 34 Damages incurred by Seller Indemnified Parties if the aggregate Damages of all Seller Indemnified Parties (with respect to all claims brought for indemnification hereunder) exceeds $100,000 (the "THRESHOLD AMOUNT"); thereafter Buyer shall indemnify Seller Indemnified Parties for all Damages (including those used in calculating the Threshold Amount) incurred by Seller Indemnified Parties up to, but not exceeding, the aggregate sum of Two Million Dollars ($2,000,000), plus any amounts payable by Buyer pursuant to Section 8.5(b). If Buyer receives written notice from a Seller Indemnified Party of a Claim prior to the expiration of the survival period, Buyer's obligation to indemnify Seller Indemnified Parties with respect to such claim shall survive such expiration and be enforceable as otherwise provided in this Article 9. Any such written notice, to be effective, must specify with reasonable detail the nature and, to the extent determinable at the time of notice, the amount of the indemnity claim.
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Limitations on Buyer’s Indemnification Obligations. Notwithstanding the provisions of this Section 8 to the contrary, the aggregate amount of any payments that shall be payable by Buyer to Xxxxx and the Company or any Seller Indemnified Party as a result of any claims for indemnification made hereunder shall be limited to the General Maximum Limitation; provided, however, that Buyer shall have no obligation to indemnify Xxxxx and the Company or any Seller Indemnified Party with respect to any Damages except to the extent that the aggregate amount of Damages exceeds the Basket, and further at such time as Damages exceed the Basket, the Buyer shall be liable only for each dollar of Damages commencing with and including the first dollar of Damages above the Basket. Notwithstanding anything contained in this Section 8.6 to the contrary, neither the Basket nor the General Maximum Limitation shall apply to claims for Damages relating to the breach of any representation or warranty by Buyer that was actually known to be false when made or for fraud.
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Limitations on Buyer’s Indemnification Obligations. Notwithstanding anything herein to the contrary, the Buyer shall not be obligated to indemnify the Seller under this Section 7:
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Limitations on Buyer’s Indemnification Obligations. No Losses shall be payable in respect of a claim under Section 10.3(a)(i) until the total of all such Losses exceeds the Indemnification Threshold (the “Buyer Threshold”). The aggregate amount of all payments made by Buyer in satisfaction of claims for indemnification pursuant to Section 10.3(a)(i) shall not exceed the Cap. For the sake of clarity, the foregoing limitations do not apply to Buyer’s obligation to pay the Purchase Price.
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Limitations on Buyer’s Indemnification Obligations. Buyer's obligations to indemnify Seller under this Section to the extent based on any misrepresentation or breach of warranty shall terminate on the second (2nd) anniversary of the Closing Date, except (a) for any claim based on the untruth or inaccuracy of any representation or warranty made herein or in any statement, certificate or schedule furnished hereunder with an intent to deceive or defraud or with reckless disregard for the truth or accuracy thereof, and (b) that with respect to any pending claim for indemnity hereunder which shall have been made prior to such second (2nd) anniversary, the right to indemnify shall not terminate until the final determination and satisfaction of such claim.
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Related to Limitations on Buyer’s Indemnification Obligations

  • 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.

  • Seller’s Indemnification Obligations Seller shall, on the date of Closing, agree (and, upon delivery to Purchaser of the Assignments, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article 9, following the Closing, to indemnify and hold Purchaser, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively, the “Purchaser Indemnitees”) harmless from and against any and all claims, obligations, actions, liabilities, damages or expenses (collectively, “Purchaser’s Losses”) incurred, suffered, paid by or resulting to any of the Purchaser Indemnitees and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement (in each case without regard to materiality or any qualification as to Material Adverse Effect), (b) Seller’s non-compliance with Applicable Laws or agreements in respect of the Properties prior to the Closing, (c) all Property Costs incurred prior to the Effective Date (including with regard to joint interest xxxxxxxx by Seller and any participating party’s payments in respect thereof), (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 or (e) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ANY OTHER PURCHASER INDEMNITEE, SELLER OR ANY OTHER PERSON. Notwithstanding any other provision of this Agreement, (i) the maximum liability of Seller under the indemnity provisions of Article 9 or under any other provisions of this Agreement, in either case for a breach of any representation or warranty other than the Seller Transaction Representations and Section 4.1(i), shall not exceed ten percent (10%) of the Purchase Price and (ii) Seller shall have no liability under the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty (other than the Seller Transaction Representations and Section 4.1(i)) until and unless the aggregate amount of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller shall be liable for the amount of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout Agreement.

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

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

  • 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.

  • 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:

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

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon.

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • Buyer’s Indemnification of Seller Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.

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