Limitations on Indemnification Clause Samples

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) Notwithstanding anything in this Agreement to the contrary, (i) Seller will have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, under Section 7.2(a) (except with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (i) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, under Section 7.3(a) (except with respect to Fundamental Representations, with respect to which this Section 7.4(b) shall not apply) unless and until Seller suffers an aggregate amount of Losses by reason of such matters in excess of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply), the maximum aggregate obligation of Seller to indemnify Buyer, Parent and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(d) shall not apply), the maximum aggregate obligation of Buyer and Parent to indemnify Seller and its Other Indemnified Persons under Section 7.3(a) will not exceed the Cap. Notwithstanding anything in this Agreement, the maximum liability of Buyer and Parent for any Losses claimed by Seller and its Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price. (e) Notwithstanding anything in this Agreement to the contrary and except with respect to Seller’s failure to pay Taxes as required under Section 6.10(a) or (g), Buyer’s primary means of collecting on any Loss that is subject to indemnification by Seller hereunder shall be by receiving payment out of the Escrow Ac...

Limitations on Indemnification. (a) To the extent that SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 8.1(a), SPLC shall be liable only if (i) the Damages with respect to any individual claim exceed One Hundred Thousand Dollars ($100,000) (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, One Million Dollars ($1,000,000) (the “Deductible Amount”), and then SPLC shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 exceed Forty-Four Million Eight Hundred Thousand Dollars ($44,800,000) (the “Ceiling Amount”). Notwithstanding the foregoing, the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2, Section 3.4, Section 3.9, Section 3.17 and Section 3.18 or breaches of the covenant in Section 2.4, provided, that SPLC’s aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections and for breaches of covenants, shall not exceed the Purchase Price. (b) For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by a SHLX Indemnified Party, such determination shall be made without regard to any qualifier as to “material,” “materiality” or SPLC Material Adverse Effect expressly contained in Article III (except in the case of the term Material Contract); provided that this Section 8.6(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty has occurred. (c) Additionally, neither SPLC, on the one hand, nor SHLX and Operating, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent resulting pursuant to Third Party Indemnity Claims.

Limitations on Indemnification. (a) The Indemnified Party shall take commercially reasonable steps to mitigate Losses, including availing itself of any defenses, limitations, rights of contribution, claims against third parties and other rights at law, and shall provide reasonable evidence and documentation of the nature and extent of any Loss payable by the Indemnifying Party upon reasonable request by the Indemnifying Party. (b) Any Third-Party Claim indemnifiable under this Article VIII shall be limited to the amount of out-of-pocket Losses incurred by the Indemnified Party in connection with such Third-Party Claim, net of the dollar amount of any insurance proceeds received by the Indemnified Party with respect to such Losses. Promptly following the occurrence of any Loss for which an Indemnified Party intends to seek indemnification under this Article VIII, such Indemnified Party shall in good faith use commercially reasonable efforts to make claims for any insurance proceeds receivable with respect to such Losses, and shall provide notice of the filing of such claim and keep the Indemnifying Party reasonably informed as to the status of such claim. It being understood and agreed that (i) pursuit of insurance claims with respect to Third-Party Claims shall not impair or delay a Party’s rights to pursue indemnity claims and collect hereunder and (ii) in the event an indemnity claim is paid to an Indemnified Party hereunder and the Indemnified Party later receives insurance proceeds with respect to such claim, such Indemnified Party shall promptly pay over such proceeds as appropriate to the applicable Indemnifying Party.

Limitations on Indemnification. Notwithstanding anything in Section 7.2 to the contrary: (a) The Stockholder Indemnifying Parties shall not be liable for Losses (i) in respect of claims made by any Parent Indemnified Party for indemnification under Section 7.2(a)(i) unless the total of all Losses in respect of claims made by the Parent Indemnified Parties for indemnification exceeds $500,000 (the “Threshold”) in the aggregate, whereupon the total amount of all such Losses incurred by Parent Indemnified Parties from the first dollar without regard to the Threshold shall be recoverable by Parent Indemnified Parties in accordance with the terms hereof or (ii) once the total of all such Losses exceeds the Threshold in the aggregate, in respect of any individual matter thereafter unless and until the amount of Losses with respect to such matter exceeds $25,000; provided, however, that the foregoing shall not apply to any breaches of Fundamental Company Representations or in the event of fraud or willful misconduct. (b) Parent shall not be liable for Losses (i) in respect of claims made by any Company Indemnified Party for indemnification under Section 7.2(b)(i) unless the total of all Losses in respect of claims made by the Company Indemnified Parties for indemnification shall exceed the Threshold in the aggregate, whereupon the total amount of all such Losses incurred by the Company Indemnified Parties from the first dollar without regard to the Threshold shall be recoverable by the Company Indemnified Parties in accordance with the terms hereof or (ii) once the total of all such Losses exceeds the Threshold in the aggregate, in respect of any individual matter thereafter unless and until the amount of Losses with respect to such matter exceeds $25,000; provided, however, that the limitations set forth in this Section 7.3(b) shall not apply to any breaches of Fundamental Parent Representations or in the event of fraud or willful misconduct. (c) The maximum aggregate amount for which the Stockholder Indemnifying Parties shall be liable to all Parent Indemnified Parties for Losses in respect of claims made by any Parent Indemnified Party for indemnification under Section 7.2(a)(i) shall not exceed $4,812,717.55; provided, however, that the foregoing shall not apply to any breaches of Fundamental Company Representations or in the event of fraud or willful misconduct. (d) The maximum aggregate amount for which Parent shall be liable to all Company Indemnified Parties, taken together, for Losses ...

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) Notwithstanding the provisions of this ARTICLE X, (i) no Acquiror Indemnified Party shall be entitled to indemnification pursuant to Section 10.2(a)(i) unless and until the amount of Losses incurred by such Acquiror Indemnified Party that are the subject of a claim (or any series of related claims) exceeds $50,000 (the “De Minimus Amount”) and such Acquiror Indemnified Party shall only be entitled to indemnification pursuant to Section 10.2(a)(i) to the extent the aggregate amount of all Losses incurred by all Acquiror Indemnified Parties for which such Acquiror Indemnified Parties are entitled to indemnification pursuant to Section 10.2(a)(i) exceeds $3,550,000 (the “Indemnification Deductible”), and then only to the extent of such excess, (ii) in no event shall the aggregate amount to be paid as indemnification pursuant to Section 10.2(a)(i), (iv), (v) and (vii) exceed $35,500,000 (the “Cap”). Seller’s aggregate liability under this ARTICLE X shall not exceed the Purchase Price. (b) Notwithstanding the provisions of Section 10.4(a), (i) the De Minimus Amount and the Indemnification Deductible shall not apply with respect to Losses relating to breaches of the representations and warranties set forth in Company Fundamental Representations or Section 3.15 (Taxes); (ii) the Cap shall not apply with respect to Losses relating to indemnification pursuant to Section 7.4(a), Section 10.2(a)(ii), (iii), (vi), (viii) or (ix) or to breaches of the representations and warranties set forth in Company Fundamental Representations or Section 3.15 (Taxes); (iii) no Acquiror Indemnified Party shall be entitled to indemnification pursuant to Section 10.2(a)(iv) or (vii) unless and until the amount of Losses incurred by such Acquiror Indemnified Party that are the subject of a claim (or any series of related claims) exceeds $250,000, and then only to the extent of such excess; (iv) no Acquiror Indemnified Party shall be entitled to indemnification pursuant to Section 10.2(a)(v) unless and until the amount of Losses incurred by such Acquiror Indemnified Party that are the subject of a claim (or any series of related claims) exceeds an amount equal to the sum of (1) the reserve for the applicable workers compensation claim set forth on Schedule 10.4(b), to the extent such reserve is reflected in Final Net Working Capital plus (2) $250,000, and then only to the extent of such excess; (v) no Acquiror Indemnified Party shall be entitled to indemnification pursuant to Section...

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. 1. The Seller shall not be liable to the Buyer Indemnified Parties for indemnification under Section 8.1(a) unless and until the aggregate amount of all Losses for which indemnification is sought under Section 8.1(a) exceeds US$25,000 (the “Basket”), in which event the Seller shall be liable for all such Losses in excess of the Basket. 2. The maximum aggregate liability of the Seller for indemnification under Section 8.1(a) shall not exceed an amount equal to twenty percent (20%) of the Purchase Price (the “Cap”). 3. The limitations set forth in Sections 8.3(a) and 8.3(b) shall not apply to Losses arising out of or resulting from: (i) fraud or intentional misrepresentation by the Seller; (ii) breaches of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, and 3.5 (the “Fundamental Representations”); or (iii) breaches of covenants or obligations that by their terms are to be performed after the Closing. 4. The right to indemnification under Section 8.1(a) shall terminate on the date that is eighteen (18) months following the Closing Date, except that: (i) the right to indemnification for breaches of the Fundamental Representations shall terminate on the date that is three (3) years following the Closing Date; (ii) the right to indemnification for breaches of the representations and warranties set forth in Section 3.14 (Taxes) shall terminate upon the expiration of the applicable statute of limitations; and (iii) the right to indemnification for fraud or intentional misrepresentation shall not terminate. 5. The amount of any Losses for which indemnification is provided under this Article VIII shall be reduced by: (i) any insurance proceeds actually recovered by the indemnified party with respect to such Losses; and (ii) any tax benefit actually realized by the indemnified party as a result of such Losses.