Limitations on Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:
Limitations on Indemnity. The Company shall not be obligated under this Agreement to make any payment of Expenses to the Indemnitee if:
Limitations on Indemnity. (a) The aggregate Liability of any Indemnifying Party for claims of indemnification from and against Damages shall not exceed on a pro rata basis (based on the total Closing Merger Consideration payable to the Indemnifying Parties, except as provided in Section 9.6(c)(iv) below) (i) with respect to Damages pursuant to Section 9.1(a) arising from or relating to any inaccuracy in or breach of representations and warranties other than the Intellectual Property Reps and the Fundamental Reps, [***] percent ([***]%) of the portion of the Merger Consideration actually paid or otherwise due and payable to such Indemnifying Party (without taking into account any prior Offset Amounts); (ii) with respect to Damages pursuant to Section 9.1(a) arising from or relating to any inaccuracy in or breach of the Intellectual Property Reps, [***] percent ([***]%) of the Merger Consideration actually paid or otherwise due and payable to such Indemnifying Party (without taking into account any prior Offset Amounts); provided that for purposes of calculating the aggregate amount of Damages arising from or relating to any inaccuracy in or breach of the Intellectual Property Reps, all Damages arising from or relating to any inaccuracy in or breach of all other representations and warranties shall be included; and (iii) with respect to Damages pursuant to Section 9.1(a) arising from or relating to any inaccuracy in or breach of the Fundamental Reps and for any other claims of indemnification made pursuant to this Article IX, the Merger Consideration actually paid or otherwise due and payable to such Indemnifying Party (without taking into account any prior Offset Amounts); provided, further, that the limitations in this clause (a) shall not apply to or otherwise limit any claims for indemnification from and against Damages for willful, intentional or knowing misrepresentation or fraud in which such Indemnifying Party participated or of which such Indemnifying Party had actual knowledge.
Limitations on Indemnity. No indemnity shall be paid by the Company:
Limitations on Indemnity. (a) No indemnity pursuant to Sections 3 or 4 of this Agreement shall be paid by the Company for any of the following:
Limitations on Indemnity. (a) Seller will have no Liability to the Buyer Indemnitees for indemnification for any breach of any of Seller’s representations and warranties pursuant to Section 11.2(a) hereof (i) until the total of all Losses with respect to such matters exceeds $150,000 in the aggregate (the “Loss Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed sixty percent (60%) of the dollar amount of the premium computed on the Closing Date pursuant to Section 2.2(a)(i) hereof (the “Cap”); provided, however, that the obligation of Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a) hereof on account of the breach by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the Cap.
Limitations on Indemnity. Buyer and Seller agree, for themselves and on behalf of Buyer Indemnitees and Seller Indemnitees:
Limitations on Indemnity. No indemnity pursuant to this Agreement shall be provided by the Company:
Limitations on Indemnity. No indemnity pursuant to this Agreement shall be made by the Corporation:
Limitations on Indemnity. The Bank shall not be liable under this Agreement to make any payment to the Director to the extent that the Director has already been reimbursed pursuant to such liability insurance as the Bank may maintain for the Director’s benefit. Notwithstanding the availability of such insurance, the Director also may claim indemnification from the Bank pursuant to this Agreement by assigning to the Bank any claims under such insurance to the extent the Director is paid by the Bank. The Director shall reimburse the Bank for any sums he or she receives as indemnification from other sources to the extent of any amount paid to the Director for that purpose by the Bank. In addition to the foregoing limitation, except as otherwise expressly provided in this Agreement, in connection with all or any part of a Proceeding that is initiated or maintained by or on behalf of the Director, or any Proceeding by the Director against the Bank or any of its Agents, the Bank shall not be liable under this Agreement to make any payment to the Director in connection with any such Proceeding, unless such Proceeding is expressly required to be made under applicable law, was authorized by a majority of the Disinterested Directors or is provided by the Bank, in its sole discretion, pursuant to the powers vested in the Bank under applicable law.
