Limitations on Indemnification Obligations Clause Samples
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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.
(b) In determining the amount of any indemnity payment under this Agreement, such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnified Party and its Affiliates arising from the incurrence or payment by the Indemnified Party or its Affiliates of any amount in respect of which such payment is made and (ii) increased to take into account any net Tax cost incurred by the Indemnified Party and its Affiliates as a result of the receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnified Party and its Affiliates as recognizing all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of accrual of any payment hereunder. In determining the amount of any such Tax benefit or Tax cost, the Indemnified Party and its Affiliates shall be deemed to be subject to the applicable Taxes at the maximum statutory rate then in effect...
Limitations on Indemnification Obligations. Except in the case of fraud, the rights of the Buyer Indemnitees and the Seller Indemnitees to indemnification pursuant to the provisions of Section 9.2 are subject to the following limitations:
(a) the Buyer Indemnitees shall not be entitled to recover Losses pursuant to Section 9.2(a)(i) unless and until the total amount of Losses which the Buyer Indemnitees would recover under Section 9.2(a)(i) (except with respect to any breach of (i) any of the representations and warranties of the Company contained in Section 3.11 (Employee Plans) and Section 3.16 (Tax Matters) or (ii) any breach of a Specified Representation), but for this Section 9.4(a), exceeds $8,500,000 (the “Deductible”), in which case, following the incurrence by the Buyer Indemnitees of Losses in excess of the Deductible, the Buyer Indemnitees shall be entitled to recover only the Losses incurred by them in excess of $4,250,000;
(b) the Buyer Indemnitees shall not be entitled to recover for any particular Loss (including any series of related Losses) pursuant to Section 9.2(a)(i) (except with respect to any breach of (i) any Specified Representation or (ii) the representations and warranties of the Company contained in Section 3.4 (Financial Statements), Section 3.8 (Absence of Changes and Undisclosed Liabilities), Section 3.11 (Employee Plans) and Section 3.16 (Tax Matters)) unless such Loss (including any series of similar or related Losses) equals or exceeds $25,000; provided, that, for purposes of determining the thresholds set forth in the immediately preceding two paragraphs, any reference in the representations and warranties of the Company and Seller contained in ARTICLE III and ARTICLE IV (other than Section 3.4 (Financial Statements), Section 3.8 (Absence of Changes and Undisclosed Liabilities) and Section 3.18(b) (Personal Property)) to materiality, material adverse effect, Company Material Adverse Effect or similar qualifications shall be disregarded but, for the avoidance of doubt, knowledge and dollar threshold qualifications shall not be disregarded);
(c) without limiting the last paragraph of this Section 9.4, the maximum liability of Seller with respect to Losses indemnifiable (i) pursuant to Section 9.2(a) (except with respect to (x) any breach of the Specified Representations and Section 3.20 (Regulatory Matters) or (y) Section 9.2(a)(iii), (iv) or (v)), together with any Losses indemnifiable with respect to any breach of the Specified Representations or any representation ...
Limitations on Indemnification Obligations. The rights of (x) the Parent Indemnitees to indemnification pursuant to the provisions of Section 9.2(a) and Section 9.2(c) are subject to the following limitations and methods of calculations and determination and (y) the Holder Indemnitees to indemnification pursuant to the provisions of Section 9.2(b) are subject to the limitations and methods of calculations and determination set forth in clauses (a), (d), (e), (f), (g) and (h) below:
(a) the amount of any and all Damages will be determined net of (i) any amounts actually recovered by the Parent Indemnitees under insurance policies or indemnity, contribution or similar agreements with respect to such Damages (provided, that the amount deemed to be so recovered under insurance policies shall be net of (A) the deductible for such policies and (B) any increase in the premium for such policies arising out of or in connection with such Damages), and (ii) the amount of any net Tax benefit actually realized by the Parent Indemnitees with respect to such Damages (taking into account the receipt of the related indemnity payment) in the taxable year that such Damages arise;
(b) the Parent Indemnitees shall not be entitled to recover for any Warranty Loss (other than (x) a Warranty Loss related to a Company Fundamental Rep or (y) a loss as a result of an ICG Fundamental Rep) unless the cumulative total of the Damages suffered by the Parent Indemnitees related to Warranty Losses exceeds $4,000,000 (the “Basket”), whereupon the Parent Indemnitees shall be entitled to make a claim and indemnity hereunder only for the Damages in excess of the Basket, and no Parent Indemnitee shall be entitled to recover for any Warranty Loss unless the Damages suffered or paid by any Parent Indemnitee for individual claims or a series of related claims exceeds $150,000 (the “Minimum Claim Basket”); provided that (i) neither the Basket nor the Minimum Claim Basket shall apply to indemnity for Direct Recourse Damages and (ii) the liability for Damages shall be limited as provided in Section 9.6;
(c) if an Indemnified Party has been indemnified for Damages hereunder, and at any time thereafter an Indemnified Party recovers all or a portion of such Damages from a third Person (including pursuant to any insurance policy or indemnity, contribution or similar agreement), the Indemnified Party which made such recovery shall promptly refund the amount paid with respect to such Damages (up to the amount recovered from the third Person);
(d) an...
Limitations on Indemnification Obligations. BENTLEY AND AUXILIUM EACH AGREE THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM A DEFAULT OR BREACH OF THIS AGREEMENT.
Limitations on Indemnification Obligations. The rights to indemnification pursuant to the provisions of Section 10.2 are subject to the following limitations:
(a) the amount of any and all Losses recoverable pursuant to Section 10.2(a), Section 10.2(b), Section 10.2(c), Section 10.2(d) and Section 10.2(e) shall be determined net of any amounts recovered by the Parent Indemnitees or their Affiliates, the Member Indemnitees or their Affiliates, or the Barceloneta Member Indemnitees or their Affiliates, as applicable, under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement), including the Tax Matters Agreements and the Barceloneta Tax Matters Agreement (in each case, to the extent includable in indemnifiable Losses), with respect to such Losses;
(b) the Parent Indemnitees shall not be entitled to recover in respect of any individual claim pursuant to Section 10.2(a)(i), Section 10.2(a)(ii), Section 10.2(a)(iv)(A), Section 10.2(a)(vi), Section 10.2(b)(i), Section 10.2(b)(ii) or Section 10.2(c)(i) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed $50,000; provided, that this Section 10.4(b) shall not apply to any claim for indemnification pursuant to (w) Section 10.2(a)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority) or Section 3.15 (Brokers), (x) Section 10.2(b)(i) to the extent such claim is based upon a breach of a representation and warranty set forth in Section 4.2 (Authority), Section 4.4 (Title) or Section 4.6 (Brokers), (y) Section 10.2(a)(vi) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Company) of the Barceloneta Contribution Agreement, Section 3.3 (Authority) of the Barceloneta Contribution Agreement or Section 3.15 (Brokers) of the Barceloneta Contribution Agreement or (z) Section 10.2(c)(i) to the extent such claim is based upon a breach of a representation and warranty set forth in Section 4.2 (Authority) of the Barceloneta Contribution Agreement, Section 4.4 (Title) of the Barceloneta Contribution Agreement or Section 4.6 (Brokers) of the Barceloneta Contribution Agreement.
(c) the Member Indemnitees shall not be entitled to recover i...
Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the amount which either party hereto (an "INDEMNIFYING PARTY") is or may be required to pay to any other party (an "INDEMNITEE") pursuant to Sections 10.01 and 10.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has subsequently actually received Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (I.E., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof.
Limitations on Indemnification Obligations. (a) Other than as provided in this Section 8.06, neither Purchaser nor Purchaser Indemnified Persons shall be entitled to indemnification pursuant to Section 8.03(a) of this Agreement (other than for an intentional breach of any agreement or covenant contained in this Agreement) unless the aggregate amount of Damages incurred by Purchaser or such Purchaser Indemnified Persons (as defined in this Agreement or the Water Purchase Agreement, as applicable) under this Agreement and the Water Purchase Agreement exceeds Two Hundred Fifty Thousand Dollars and No/100 ($250,000.00) in the aggregate (the "Threshold Amount"), in which case the Indemnifying Party (as defined in this Agreement or the Water Purchase Agreement, as applicable) shall then be liable for Damages in excess of the Threshold Amount.
(b) Other than as provided in this Section 8.06, neither Seller nor Seller's Indemnified Persons shall be entitled to indemnification pursuant to Section 8.04(a) of this Agreement (other than for an intentional breach of any agreement or covenant contained in this Agreement) unless the aggregate amount of Damages incurred by Seller and Seller's Indemnified Persons (as defined in this Agreement or the Water Purchase Agreement, as applicable) under this Agreement and the Water Purchase Agreement exceeds the Threshold Amount, in which case the Indemnifying Party (as defined in this Agreement or the Water Purchase Agreement, as applicable) shall then be liable for Damages in excess of the Threshold Amount.
(c) Other than as provided in this Section 8.06, the cumulative, combined, aggregate indemnity obligation or liability for Damages of Seller pursuant to this Agreement shall not exceed the Liability Cap.
(d) The Threshold Amount and the Liability Cap shall not apply to Seller's obligations to indemnify (i) pursuant to 8.03(c) due to failure to pay or discharge an Excluded Liability, (ii) to the extent due to an intentional breach of any agreement or covenant contained in this Agreement, (iii) if related to a Claim for breach of a representation under Section 4.01 (Power), Section 4.02 (Authorization and Validity of Agreement), Section 4.07 (Tax Matters), the second sentence of Section 4.08 (Title to Real Property), Section 4.12 (Employee Benefit Plans) or Section 4.20 (Title to Acquired Assets), (iii) for a Claim arising out of the intentional breach of any agreement or covenant in this Agreement, fraud or willful misconduct of Seller.
(e) The rights of Seller set fort...
Limitations on Indemnification Obligations. The amount which any party (an "Indemnifying Party") is or may be required to pay to any other party (an "Indemnitee") pursuant to Section 5.1 or Section 5.2 shall be reduced (retroactively or prospectively) by any insurance proceeds or other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of a Loss and shall subsequently actually receive insurance proceeds or other amounts in respect of such Loss, then such Indemnitee shall pay to such Indemnifying Party a sum equal to the amount of such insurance proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Loss.
Limitations on Indemnification Obligations. The Parties’ obligations under Sections 9.11 and 9.12 are subject to the following limitations:
Limitations on Indemnification Obligations. (a) Seller shall have no obligation or liability to Buyer pursuant to Section 9.2(a) of this Agreement, except to the extent that the aggregate amount of Damages incurred or suffered by Buyer which Seller is otherwise responsible for under such Section exceeds [*] Dollars ($[*]) (the “Threshold”), at which time Buyer shall be entitled to assert claims against Seller for Damages in excess of, but excluding [*] (the “Deductible”); provided, however, that the maximum liability of Seller for all claims by Buyer under Section 9.2(a) of this Agreement, together, shall not in any case exceed [*] Dollars ($[*]) in the aggregate (the “Cap”), provided, that, the foregoing Cap shall not apply to breaches of Section 5.1.7, for which the maximum liability of Seller for claims by Buyer under Sections 9.2(a) of this Agreement, together with any other claims made pursuant to Section 9.2(a), shall not in any case exceed the [*].
(b) Buyer shall have no obligation or liability to Seller pursuant to Section 9.3(a) of this Agreement, except to the extent that the aggregate amount of Damages incurred or suffered by Seller which Buyer is otherwise responsible for under such Section exceeds the Threshold, at which ▇▇▇▇ ▇▇▇▇▇▇ shall be entitled to assert claims against Buyer for Damages in excess of, but excluding, the Deductible; provided, however, that the maximum liability of Buyer for all claims by Seller under Section 9.3(a) of this Agreement, together, shall not in any case exceed the Cap.