Limitations on Indemnity Claims Sample Clauses

Limitations on Indemnity Claims. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses which may be recovered from any Indemnifying Party arising out of or resulting from the causes set forth in Sections 7.1(a), 7.1(f), 7.2(a) and 7.2(d) shall be an amount equal to the Purchase Price. Further, an Indemnifying Party shall not be liable for any claim for indemnification pursuant to this Article VII unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $25,000.
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Limitations on Indemnity Claims. (A) Subject to Clause 20.9(B) no party shall not be liable in respect of any claim under any indemnity contained in this Agreement unless the amount of any claim to which the other party would, but for this Clause 20.9(A), be entitled as a result of that claim is at least USD$100,000.
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Limitations on Indemnity Claims. (a) Anything to the contrary contained herein notwithstanding, the Buyer Indemnitees shall not be entitled to recover from the Stockholders or the Optionholders pursuant to Section 7.01 hereof unless and until the total of all Damages entitled to indemnification pursuant to Section 7.01 exceeds $300,000 (the "BASKET"), and once all such Damages have exceeded the Basket, the Buyer Indemnitees shall be entitled to recover from the Stockholders or the Optionholders the amount by which all such Damages exceed the Basket; PROVIDED, HOWEVER, that the foregoing shall not apply to claims made as a result of inaccuracies in or breaches of representations or warranties contained in Section 3.04, the last sentence of Section 3.06, and Sections 3.08, 3.17 and 4.04 hereof or a breach of the covenants contained in Sections 2.08, 6.01 and 6.06. In addition, notwithstanding any other provisions of this Agreement, i) the Buyer Indemnitees shall not be entitled to recover from the Stockholders or the Optionholders pursuant to Section 7.01 hereof with respect to claims made as a result of an inaccuracy in or breach of representations and warranties contained in Section 3.18 hereof unless, and then only to the extent, each such claim is for Damages that are in excess of $10,000; (ii) the total combined liability of the Stockholders and the Optionholders in respect of all Damages entitled to indemnification pursuant to the terms of this Article VII shall be limited to $4,000,000 in the aggregate, including Damages in respect of breaches of Section 3.08 and 6.01 hereof, but excluding Damages in respect of breaches of Section 6.06 hereof (the "CAP") EXCEPT that (A) the total combined liability of the Stockholders and Optionholders in respect of all Damages entitled to indemnification pursuant to the terms of this Article VII in respect of breaches of any representations, warranties and covenants contained in this Agreement (other than those contained in Sections 3.08, 6.01 and 6.06 hereof) shall be limited to $2,500,000 in the aggregate, and (B) with respect to claims made under this Article VII after the first anniversary of the Closing Date, the Cap shall be reduced to an amount equal to $4,000,000 minus the greater of (Y) $500,000 and (Z) the amount of outstanding claims for Damages (to the extent such claims for Damages are actually paid) (plus Damages previously paid) pursuant to the terms of this Article VII in respect of breaches of any representations, warranties and cov...
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Limitations on Indemnity Claims. (a) All representations, warranties and covenants made by the parties shall survive the Closing; provided, however, that the (i) representations and warranties contained in Sections 2.1(g), 2.1(m) and 2.1(p) hereof shall expire on the third anniversary of the date Seller delivers the Audited Financial Statements to Buyer in accordance with the provisions of Section 3.6 hereof (the "Delivery Date") and (ii) all other representations and warranties contained in Sections 2.1 and 2.2 of this Agreement shall expire on the date which is 18 months after the Delivery Date.
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Limitations on Indemnity Claims. (a) Subject to Section 7.05(d), Seller shall not be obligated to indemnify Buyer in respect of Damages resulting from breaches of Class I Representations until such Damages exceed $250,000 in the aggregate, and thereafter Seller shall be obligated to indemnify Buyer for Damages in excess of such $250,000 up to an amount equal to the aggregate Purchase Price.
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Limitations on Indemnity Claims. (i) Anything to the contrary contained herein notwithstanding, no Purchaser Indemnitee shall be entitled to recover any amount from the Stockholders pursuant to Section 10.01(a)(i) of this Agreement (1) unless each claim for Damages pursuant to Section 10.01(a)(i) resulting from a single inaccuracy or breach is for Damages (which Damages Purchaser Indemnitee would be entitled to be indemnified for hereunder but for the limitations contained in this sentence) that are in excess of $25,000 (the "Minimum Claim Amount"), provided that for purposes of this clause (1) all claims for Damages arising out of the same facts or events resulting in such inaccuracy or breach shall be treated as a single claim, and (2) unless and until the total of all claims for Damages pursuant to Section 10.01(a)(i) that satisfy the Minimum Claim Amount exceeds $300,000 (the "Basket") and then only for the amount by which all such claims exceed the Basket.
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Limitations on Indemnity Claims. (a) NEITHER BUYER NOR SELLER WILL BE LIABLE UNDER THIS ARTICLE VII IN RESPECT OF ANY CLAIM OR LOSSES IN RESPECT OF INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING CONSEQUENTIAL DAMAGES RESULTING FROM BUSINESS INTERRUPTION OR LOST PROFITS.
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Related to Limitations on Indemnity Claims

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

  • 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.

  • Certain Limitations on Indemnification (a) Notwithstanding anything to the contrary contained herein:

  • 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:

  • Limitations on Indemnity No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:

  • 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.

  • Limitations on Liability The Custodian shall not be liable for any loss, claim, damage or other liability arising from the following causes:

  • Limitations on Additional Indemnity No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:

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

  • 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.

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