Limitations Regarding Indemnification Clause Samples
The "Limitations Regarding Indemnification" clause defines the boundaries and restrictions on a party's obligation to compensate the other for certain losses or claims. Typically, this clause may cap the total amount recoverable under indemnification, exclude certain types of damages (such as indirect or consequential damages), or specify time limits for making indemnification claims. By setting these limits, the clause helps manage and allocate risk between the parties, ensuring that indemnification obligations remain reasonable and predictable.
Limitations Regarding Indemnification. (a) The Delek Entities shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the Partnership Group for a Covered Environmental Loss under Section 3.1(a)(ii) related to any Transaction Agreement until such time as the aggregate amount of all Covered Environmental Losses related to such Transaction Agreement in such calendar year exceeds the applicable annual environmental deductible set forth on Schedule IX (the “Annual Environmental Deductible”), at which time the Delek Entities shall be obligated to indemnify the Partnership Group for the amount of Covered Environmental Losses under Section 3.1(a)(ii) related to such Transaction Agreement that are in excess of the applicable Annual Environmental Deductible that are incurred by the Partnership Group in such calendar year. The Delek Entities shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the Partnership Group for any individual Loss under Section 3.2 related to any Transaction Agreement until such time as the aggregate amount of all Losses under Section 3.2 related to such Transaction Agreement that are in such calendar year exceeds the applicable annual ROW deductible set forth on Schedule IX (the “Annual ROW Deductible”), at which time the Delek Entities shall be obligated to indemnify the Partnership Group for all Losses under Section 3.2 related to such Transaction Agreement in excess of the applicable Annual ROW Deductible that are incurred by the Partnership Group in such calendar year.
(b) For the avoidance of doubt, there is no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article III.
(c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.
(d) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES.
Limitations Regarding Indemnification. (a) Noble shall not be obligated to indemnify, defend and hold harmless any Partnership Group Member under this Agreement until such time as the total aggregate amount of Losses incurred by the Partnership Group exceeds $500,000 (the “Deductible”), in the aggregate for all types of Losses, at which time Noble shall be obligated to indemnify the Partnership Group for the amount of such Losses in excess of the Deductible.
(b) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article II, and (ii) the Partnership’s indemnification obligations under this agreement shall be reduced on a dollar for dollar basis pro rata relative to Noble’s direct or indirect ownership interest in the Partnership Group Member that owns or leases or otherwise controls the Partnership Assets with respect to which an indemnification obligation for Losses exists.
(c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY.
Limitations Regarding Indemnification. (a) The indemnification obligation set forth in Sections 2.1(a), 2.2(a) and 2.2(b) shall terminate on the third anniversary of the Closing Date and the indemnification obligation set forth in Section 2.2(d) shall terminate on the 30th day after the termination of any applicable statute of limitations; provided, however, that any such indemnification obligation with respect to a Loss shall survive the time at which it would otherwise expire pursuant to this Section 2.4(a) if notice of such Loss is properly given to Rice prior to such time. The indemnification obligations set forth in Sections 2.2(c) and 2.3 shall survive indefinitely.
(b) The aggregate liability of Rice under Section 2.1(a) shall not exceed $15 million.
(c) No claims may be made against Rice for indemnification pursuant to Section 2.1(a) unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group exceeds $250,000, after which Rice shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Sections 2.4(a) and 2.4(b).
(d) In no event shall Rice be obligated to the Partnership Group under Section 2.1(a) or Section 2.2 for any Losses or income tax liabilities to the extent (i) any insurance proceeds are realized by the Partnership Group, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the Partnership Group as a result of such claim or (ii) any amounts are recovered by the Partnership Group from third persons.
Limitations Regarding Indemnification. The Tesoro Indemnifying Parties shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the Partnership Group for a Covered Environmental Loss under Section 3.1(a)(ii) until such time as the aggregate amount of all Covered Environmental Losses in such calendar year exceeds the amount listed on Schedule VIII under “Annual Environmental Deductible” (the “Annual Environmental Deductible”), at which time the Tesoro Indemnifying Parties shall be obligated to indemnify the Partnership Group for the amount of Covered Environmental Losses under Section 3.1(a)(ii) that are in excess of the Annual Environmental Deductible that are incurred by the Partnership Group in such calendar year. The Tesoro Indemnifying Parties shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the Partnership Group for any individual Loss under Section 3.2 until such time as the aggregate amount of all Losses under Section 3.2 that are in such calendar year exceeds the amount listed on Schedule VIII under “Annual ROW Deductible” (the “Annual ROW Deductible”), at which time the Tesoro Indemnifying Parties shall be obligated to indemnify the Partnership Group for all Losses under Section 3.2 in excess of the Annual ROW Deductible that are incurred by the Partnership Group in such calendar year.”
3. The “and” at the end of Section 4.1(c)(v) of the Original Agreement is deleted and the period at the end of Section 4.1(c)(vi) of the Original Agreement is replaced with “; and.” In addition, a new Section 4.1(c)(vii) is hereby added to the Original Agreement as follows:
Limitations Regarding Indemnification. (a) The aggregate liability of Exterran under Section 7.1(a) shall not exceed $5.0 million.
(b) No claims may be made against Exterran for indemnification pursuant to Sections 7.1(a) or 7.2(a) unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group or the Partnership Indemnitees exceed $250,000, after such time Exterran shall be liable for the full amount of such claims, subject to the limitations of Section 7.3(a).
(c) Notwithstanding anything herein to the contrary, in no event shall Exterran have any indemnification obligations under Section 7.1(a) for claims made as a result of additions to or modifications of Environmental Laws promulgated after the applicable Closing Date with respect to a particular Partnership Asset.
Limitations Regarding Indemnification. (a) The aggregate liability of Seadrill and Seadrill Americas under Section 9.1 shall not exceed $450,000,000.
(b) All obligations of any party to indemnify, hold harmless pursuant to this Agreement, shall apply irrespective of cause and notwithstanding the negligence (whether sole, concurrent, joint, active or passive) or breach of duty (whether statutory, contractual or otherwise), gross negligence or willful misconduct, or the unseaworthiness of any vessel or unairworthiness of any aircraft or is the result of any pre-existing condition, of the indemnified Party or any other entity or party; provided, however, that the following claims and all obligations to pay such claims shall be excluded from the obligations to indemnify and hold harmless hereunder: (i) fines and penalties imposed on any indemnitee up to the amount of $10 million; (ii) punitive damages up to the amount of $10 million; and (iii) any and all damages cause by a party’s gross negligence or willful misconduct up to the amount of $10 million.
Limitations Regarding Indemnification. (a) No claims may be made against the Sponsor for indemnification pursuant to (i) Section 3.1(a) unless and until the aggregate dollar amount of the Known Remediation Losses suffered or incurred by the Partnership Group exceeds $67 million, and the Sponsor shall have no liability in respect of the first $67 million of Known Remediation Losses and (ii) Section 3.1(b) unless and until the aggregate dollar amount of the Unknown Remediation Losses suffered or incurred by the Partnership Group exceeds $5 million, and the Sponsor shall have no liability in respect of this first $5 million of Unknown Remediation Losses.
(b) The aggregate liability of the Sponsor under Section 3.1(b) shall not exceed $50 million.
(c) Notwithstanding anything herein to the contrary, in no event shall the Sponsor Entities have any indemnification obligations under Section 3.1(a) or Section 3.1(b) for Losses that arise solely as a result of additions to or modifications of Environmental Laws promulgated after the Closing Date.
Limitations Regarding Indemnification. (a) With respect to Covered Environmental Losses under Section 2.1(a)(i) and Section 2.1(a)(ii), the Western Parties shall not be obligated to indemnify, defend and hold harmless the Partnership Group for any such Covered Environmental Loss until such time as the amount of such Covered Environmental Losses associated with an individual claim exceeds $100,000 (the “Environmental Deductible”), at which time the Western Parties shall be obligated to indemnify the Partnership Group for the amount of Covered Environmental Losses with respect to such claim under Section 2.1(a)(i) and Section 2.1(a)(ii) that are in excess of the Environmental Deductible that are incurred by the Partnership Group. The Western Parties shall not be obligated to indemnify, defend and hold harmless the Partnership Group for any individual Loss under Section 2.2, Section 2.3(a)(ii), Section 2.3(a)(iv) or Section 2.3(a)(v) until such time as the aggregate amount of all Losses under Section 2.2, Section 2.3(a)(ii), Section 2.3(a)(iv) and Section 2.3(a)(v) exceeds $200,000 (the “Non-Environmental Deductible”), at which time the Western Parties shall be obligated to indemnify the Partnership Group for all Losses under Section 2.2, Section 2.3(a)(ii), Section 2.3(a)(iv) and Section 2.3(a)(v) in excess of the Non-Environmental Deductible that are incurred by the Partnership Group.
(b) For the avoidance of doubt, there is no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article II.
(c) Notwithstanding anything herein to the contrary, no Party shall be liable to any other Party for consequential, incidental or punitive damages, or for loss of profits or revenues incurred by such Party or any of its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided that the foregoing limitation is not intended and shall not affect special damages imposed in favor of unaffiliated Persons that are not Parties to this Agreement. THE PARTIES AGREE THAT THE RESTRICTIONS AND LIMITATIONS ON DAMAGES CONTAINED HEREIN DO NOT DEPRIVE THE PARTIES OF MINIMUM ADEQUATE REMEDIES UNDER TEXAS UCC SECTION 2-719 OR OTHER APPLICABLE LAW.
Limitations Regarding Indemnification. (a) The indemnification obligations of CEG set forth in Section 2.1 and Section 2.2 will survive until the third anniversary of the Closing Date and the indemnification obligations of CEG set forth in Section 2.3 will survive (i) until the third anniversary of the Closing Date in the case of subsections (b) and (d), (ii) until the [first] anniversary of the Closing Date in the case of subsection (c) and (iii) until sixty (60) days after the expiration of any applicable statute of limitations in the case of subsection (f); provided, however, that any such indemnification obligation will remain in full force and effect with respect only to any bona fide claim, for which supporting documentation in reasonable detail is provided, made thereunder pursuant to Section 2.6 prior to any such expiration and then only for such period as may be necessary for the resolution thereof. The indemnification obligations set forth in Sections 2.3(a) and (e) and Section 2.5 shall survive indefinitely.
(b) The aggregate liability of CEG under Section 2.1 will not exceed $15 million.
(c) No claims may be made against CEG for indemnification pursuant to this Article II unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group exceed $250,000, after which CEG will be liable for the amount of such claims in excess of $250,000 subject to the limitations of Section 2.4(b).
(d) Notwithstanding anything herein to the contrary, in no event will CEG have any indemnification obligations under this Agreement for claims made as a result of additions to or modifications of Environmental Laws or Environmental Permits (or interpretations thereof by the applicable Governmental Authority) after the Closing Date.
(e) Notwithstanding anything herein to the contrary, the liability of CEG for any indemnification obligations under this Agreement will be subject to reduction for (i) any insurance proceeds realized by the Partnership Group with respect to the indemnified matter, net of any premium that becomes due and payable as a result of such claim, (ii) any amounts recovered by the Partnership Group under contractual indemnities or otherwise from third Persons, (iii) any amounts included in the tariffs paid by the customers of the affected Asset and (iv) any amounts paid to the Partnership Group, or on behalf of the Partnership Group pursuant to this Article II. The Partnership Group hereby agrees to use commercially reasonable efforts to realize any applicable ...
Limitations Regarding Indemnification. (a) The indemnification obligations (i) set forth in Section 6.1(a)(i) and (ii) and Section 6.1(b)(i) and (ii) shall terminate on the eighteen- month anniversary of the Closing Date except as otherwise provided in Section 6.2(a)(iii) below, (ii) set forth in Section 6.1(a)(iii) and (iv) and Section 6.1(b)(iii) and (iv) shall terminate on the 60 day after the termination of any applicable statute of limitations, and (iii) that relate to any breach of any representations and warranties set forth in Section 4.9, Section 4.10 or Section 4.11 (such breach under any such Section, a “Title Representation Breach”) shall terminate the later of (A) on the third anniversary of the Closing Date or (B) ninety days following the completion of any of the Expansions to which the representations and warranties made in Section 4.9, Section 4.10 or Section 4.11 relate; provided, however, that any such indemnification obligation with respect to an Adverse Consequence shall survive the time at which it would otherwise expire pursuant to this Section 6.2(a) if notice of such Adverse Consequence is properly given by the party seeking indemnification (the “Indemnified Party”) to the party from which indemnification is sought (the “Indemnifying Party”) prior to such time.
(b) The aggregate liability of EQT Gathering and EQT Gathering Holdings under Section 6.1(a)(i) other than for liability arising from a Title Representation Breach, or Section 4.1, Section 4.2, and Section 4.17, shall not exceed 15% of the Consideration. The aggregate liability of EQT Gathering and EQT Gathering Holdings under Section 6.1(a)(i) for Title th Representation Breaches, under Section 6.1(c) for Future AVC Assignments Indemnification, or under Section 4.1, Section 4.2, and Section 4.17 shall not exceed the Consideration.
(c) No claims may be made against EQT Gathering or EQT Gathering Holdings for indemnification pursuant to Section 6.1(a)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQM Protected Parties exceeds $250,000, after which EQT Gathering or EQT Gathering Holdings, as applicable, shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Section 6.2(b).
(d) No claims may be made against EQM for indemnification pursuant to Section 6.1(b)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQT Gathering Protected Parties exceeds $250,000, after which EQM shall be...