Limitations on Indemnification Generally Sample Clauses

Limitations on Indemnification Generally. (a) Notwithstanding the foregoing provisions of this Article VI, (i) no party shall be responsible, pursuant to Section 6.01(a)(iii) or 6.01(b)(iii), for any indemnifiable Losses suffered by the other party or parties to the extent arising out of inaccuracies in the representations or breaches of warranties of such other party herein unless a claim therefor is asserted with specificity and in writing within 18 months after the Closing Date, failing which such claim shall be waived and extinguished; (ii) neither party shall be liable, pursuant to Section 6.01(a)(iii) or 6.01(b)(iii), for any Losses suffered by the other party unless the aggregate amount of Losses suffered by such other party exceeds $350,000, and then only to the extent of any such excess; (iii) the aggregate liability of either party hereunder, pursuant to Section 6.01(a)(iii), 6.01(a)(iv) or 6.01(b)(iii), for Losses suffered by the other shall in no event exceed 25% of the sum of the Closing Date Payment (as adjusted pursuant to Section 2.04) plus the Real Estate Payment; (iv) Seller shall not be responsible for any indemnifiable Loss suffered by Buyer, Real Property Buyer or their respective Affiliates arising out of inaccuracies in the representations or breaches of warranties of Seller to the extent of that amount relating to such matter that has been reserved for, provided for or allowed for in the Financial Statements or otherwise taken account of in the Closing Statement; and (v) Seller shall not be responsible for any indemnifiable Losses to the extent arising out of any action taken or omitted to be taken by Buyer, Real Property Buyer or any of their respective Affiliates. For purposes of this Section 6.05(a), solely with respect to determining the amount of a "Loss" incurred by a party arising out of any individual item that is established to have been a breach of a representation or warranty of the other party hereunder (and not for determining whether a breach has occurred with regard to the applicable representation or warranty), the applicable representation or warranty shall be read in respect of the determination of a "Loss" for such item without regard to qualifiers such as "material" or "Material Adverse Effect." In no event shall Seller be obligated to indemnify Buyer, Real Property Buyer or any other Person with respect to any matter to the extent that the amount relating to such matter is reflected in the calculation of the adjustment to the Purchase Price, if any, pur...
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Related to Limitations on Indemnification Generally

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

  • 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:

  • 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:

  • 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.

  • Certain Limits on Indemnification Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to:

  • 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.

  • Limits on Indemnification Notwithstanding anything to the contrary contained in this Agreement:

  • Limitation on Liability; Indemnification (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement.

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