Limitations on Indemnification Clause Samples

Limitations on Indemnification. (a) Notwithstanding any other provision of this Agreement to the contrary: (i) for purposes of Section 11.2(a), with respect to each representation or warranty contained in this Agreement that is Qualified, no such Qualification shall be permitted for the purpose of determining whether an inaccuracy or breach of such representation or warranty has occurred or the amount of any Loss that is the subject of indemnification hereunder, and all Losses shall be calculated without regard to any Qualification; (ii) no individual claim (or series of related claims) by an Indemnitee may be asserted (and no Indemnitee shall be entitled to indemnification with respect to any such claim or series of related claims) with respect to Section 11.2(a)(i) (excluding any inaccuracy or breach of the representations and warranties set forth in Section 3.4(e)) unless the aggregate amount of Losses that would be payable with respect to such claim (or series of related claims) exceeds an amount equal to $50,000 (it being understood that any such individual claim (or series of related claims) for amounts less than $50,000 shall be ignored for purposes of determining whether the Threshold has been exceeded); (iii) the right of any Indemnitee to indemnification pursuant to Sections 11.2(a)(i) (excluding any inaccuracy or breach of the representations and warranties set forth in Section 3.4(e)) shall not be effective until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant thereto exceeds $1,500,000 (the “Threshold Amount”) and then only to the extent such aggregate amount exceeds the Threshold Amount; (iv) except as increased pursuant to Section 9.4(i) solely for purposes of any Tax Opinion Indemnification, the right of any Indemnitee to indemnification pursuant to Section 11.2(a) shall be limited to $27,500,000 in the aggregate and no indemnification pursuant to such provisions shall be payable thereafter; (v) the right of any Seller Indemnitee to indemnification pursuant to this Agreement shall be limited to an aggregate amount equal to the Purchase Price and no indemnification pursuant to this Agreement shall be payable thereafter; and (vi) Buyer Indemnities, on the one hand, and Seller Indemnitees on the other hand, shall only be entitled to recover the full amount of a Loss once with respect to any item giving rise to a Loss. (b) For purposes of determining the amount of any and all Taxes for which the Buyer Indemnities are entitled to indemn...

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or...

Limitations on Indemnification. (a) To the extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.3(a) (other than for Losses related to a breach of the representations and warranties in Section 4.6), Anadarko shall not be liable for those Losses unless the aggregate amount of Losses exceeds $3,000,000 (the “Deductible”), and then only to the extent of any such excess. (b) In addition, to the extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.3(a), Anadarko shall not be liable for such Losses that exceed, in the aggregate, $75,000,000 less the Deductible. (c) Notwithstanding Section 9.8(a) and (b), to the extent the Partnership Indemnified Parties are entitled to indemnification for Losses arising from a breach of the representations and warranties in Section 4.6, pursuant to Section 9.3(b), 9.3(c), 9.3(d), or 9.3(e), or for claims arising from fraud, Anadarko shall be fully liable for such Losses without respect to the Deductible in Section 9.8(a) and the limitations in Section 9.8(b). (d) To the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(a), the Partnership shall not be liable for those Losses unless the aggregate amount of Losses exceeds, in the aggregate, the Deductible, and then only to the extent of any such excess. In addition, to the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(a), the Partnership shall not be liable for such Losses that exceed, in the aggregate, $30,000,000 less the Deductible. (e) Notwithstanding Section 9.8(d), to the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(b) or for claims arising from fraud, the Partnership shall be fully liable for such Losses without respect to the Deductible and the limitations in Section 9.8(d).

Limitations on Indemnification. (a) A Party may assert a claim for indemnification hereunder only to the extent the Indemnitee gives notice of such claim to the Indemnifying Party in accordance with Section 9.3 prior to the expiration of the applicable survival period with respect to the representation, warranty or covenant on which such claim is based, if any, set forth in Section 9.1. (b) Notwithstanding any other provision of this Article IX: (i) Except as provided in Section 9.4(b)(iii), in no event shall either Party be liable for indemnification pursuant to Section 9.2(a)(i), Section 9.2(a)(iv) or Section 9.2(b)(i) hereof (A) for any item or items arising out of the same facts, events or circumstances where the Indemnifiable Loss relating thereto is less than $100,000 and (B) in respect of each individual item where the Indemnifiable Loss relating thereto is equal to or greater than $100,000, unless and until the aggregate of all Indemnifiable Losses which are incurred or suffered by the Buyer Indemnitees or the Seller Indemnitees, respectively, exceeds 2% of the Purchase Price, in which case the Buyer Indemnitees or the Seller Indemnitees, as applicable, shall be entitled, subject to Section 9.4(b)(ii), to indemnification for (x) 50% of all such Indemnifiable Losses up to 2% of the Purchase Price and (y) all such Indemnifiable Losses in excess of 2% of the Purchase Price. All Indemnifiable Losses arising under Section 9.2(a)(iv) shall be deemed to be a single item for purposes of the foregoing. (ii) Except as provided in Section 9.4(b)(iii), neither Seller nor Buyer shall be required to make payments for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i), respectively, in an aggregate amount in excess of twelve and one-half percent (12.5%) of the Purchase Price. (iii) The limitations specified in Section 9.4(b)(i) and Section 9.4(b)(ii) shall not apply to Indemnifiable Losses arising out of any breach of any of the representations and warranties in Section 5.1, 5.2, 5.8, 5.13, 5.17, 6.1, 6.2, or 6.5, but in no case shall either Seller or Buyer be required to make payments for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i), respectively, in an aggregate amount in excess of one hundred percent (100%) of the Purchase Price. (c) Notwithstanding anything contained in this Agreement to the contrary, except for the representations and warranties expressly contained in Article V and the Seller Disclosure Schedules, neither Seller nor any other Person is...

Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement, no amounts shall be payable as a result of any claim in respect of a Loss arising under Section 12.2 or Section 12.3: (i) unless the Indemnified Party has given the Indemnifying Party a Claim Notice or Indemnity Notice, as applicable, with respect to such claim, setting forth in reasonable detail the specific facts and circumstances pertaining thereto, as soon as practical following the time at which the Indemnified Party discovered, or reasonably should have discovered, such claim (except to the extent the Indemnifying Party is not prejudiced by any delay in the delivery of such notice) and, in any event, prior to the date on which the applicable representation, warranty, covenant or agreement ceases to survive pursuant to Section 12.1; or (ii) to the extent that the Indemnified Party had a reasonable opportunity, but failed, in good faith to mitigate the Loss; (iii) to the extent it arises from or was caused by actions taken or failed to be taken by the Indemnified Party or any of its Affiliates after the Closing; and (iv) to the extent an Indemnified Party asserts a claim for any punitive or exemplary damages or damages that are not reasonably foreseeable (except in the case when the Indemnified Party is required to pay any of such Losses in connection with a Third Party Claim). (b) Notwithstanding anything to the contrary contained in this Agreement, the indemnity obligations of Seller under this Article 12 shall be limited as set forth in this Section 12.4(b): (i) no indemnity shall be payable by Seller under Sections 12.3(a) or 12.3(b) with respect to any individual claim for Losses that does not exceed $1,000 (the “Minimum Amount”) (ii) with respect to individual Losses that are in excess of the Minimum Amount (the “Covered Losses”), no indemnity shall be payable by Seller under Sections 12.3(a) or 12.3(b) until the aggregate of such Covered Losses exceeds $50,000 (the “Basket”) and then only for such Covered Losses in excess of the Basket; provided, that the Basket shall not apply to the extent Losses are a result of a breach of any of the representations and warranties set forth in Sections 5.1, 5.7, and 5.12; (iii) Seller shall have no further indemnity obligations for Losses under Section 12.3(a) to the extent the aggregate of all Losses paid by it pursuant to Section 12.3(a) exceeds $1,500,000, and Purchaser, on behalf of itself and the other Purchaser Indemnified Parties...

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of i...

Limitations on Indemnification. (a) No Indemnified Party will be entitled to indemnification to the extent of any Losses that a court of competent jurisdiction has determined by final judgment to have resulted from the bad faith, gross negligence or willful misconduct of the party seeking indemnification (provided that the bad faith, gross negligence or willful misconduct of any Company prior to the Closing shall not affect the Acquiror Indemnified Parties’ indemnification rights). (b) Notwithstanding any other provision of this Agreement to the contrary, no Person shall be entitled to indemnification under this Article X for (i) any Losses to the extent such Losses are reflected in the Closing Date Statement, (ii) consequential or indirect damages, or (iii) any special, multiple, exemplary or punitive damages (except to the extent payable in connection with a Third-Party Claim based on or arising out of a Third-Party Claim), or lost profits, diminution in value or any damages based on any type of multiple. (c) In determining the amount of any Losses for which the Indemnified Parties are entitled to indemnification hereunder, the amount of any such Losses will be determined after deducting therefrom (i) the amount of any cash received, or reduction in cash payments that would have been due and payable, by the Indemnified Party or any of its Affiliates in respect of Taxes with respect to the Tax year in which the indemnifiable Loss is sustained or any prior Tax year, which receipt or reduction of cash is attributable to any Tax benefits applicable to the indemnifiable Losses (“Tax Offset”) (ii) the amount of any insurance proceeds from a third-party insurer (but not a captive insurance company) actually received by such Indemnified Parties in respect of such Losses, in each case net of costs and expenses incurred by such Indemnified Parties or their Affiliates in connection with such recovery and (iii) any other amounts actually recovered from a third party pursuant to indemnification or otherwise in respect of such Losses. All Indemnified Parties shall use commercially reasonable efforts to mitigate all Losses for which such Indemnified Parties are entitled or may be entitled to indemnification under this Article X. In the event that an Indemnified Party is entitled to any Tax Offset, insurance, indemnification or other recovery from any third party with respect to any Losses for which such Indemnified Party seeks indemnification, such Indemnified Party shall use commercially reasonable ...

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. (a) The Shareholders shall have no Liability for any claim for indemnification pursuant to Section 7.03(a)(1) if the Loss associated with such claim is less than seven thousand five hundred dollars ($7,500) (any such claim being referred to as a “De Minimis Claim”). The Shareholders shall have no Liability for indemnification pursuant to Section 7.03(a)(1)(b) with respect to Losses for which indemnification is provided thereunder unless the aggregate amount of such Losses (including all Losses associated with De Minimis Claims) exceeds one million dollars ($1,000,000) (the “Indemnity Threshold”), in which case the Shareholders shall be liable for all Losses (excluding all Losses associated with De Minimis Claims); provided that in no event shall the aggregate indemnification to be paid by the Shareholders (i) pursuant to Section 7.03(a)(1)(b) exceed forty million dollars ($40,000,000) or (ii) pursuant to Section 7.03(a)(1)(a) exceed two hundred million dollars ($200,000,000). (b) Purchaser shall have no Liability for any claim for indemnification pursuant to Section 7.02(a)(1) if the Loss is associated with any De Minimis Claim. Purchaser shall have no Liability for indemnification pursuant to Section 7.02(a)(1)(b) with respect to Losses for which indemnification is provided thereunder unless the aggregate amount of such Losses (including all Losses associated with De Minimis Claims) exceeds the Indemnity Threshold, in which case Purchaser shall be liable for all Losses (excluding all Losses associated with De Minimis Claims); provided that in no event shall the aggregate indemnification to be paid by Purchaser (i) pursuant to Section 7.02(a)(1)(b) exceed forty million dollars ($40,000,000) or (ii) pursuant to Section 7.02(a)(1)(a) exceed two hundred million dollars ($200,000,000). (c) The limitations specified in Sections 7.05(a)–7.05(b) shall not apply in respect of fraudulent breaches of representations and warranties or willful concealment of any matter which breaches a representation or warranty. (d) No indemnified party shall be entitled to recover from an indemnifying party more than once in respect of the same Losses.