Limitations to Indemnification Sample Clauses

Limitations to Indemnification. (a) The maximum amount of indemnifiable Losses that may be recovered from the Company or from Investors, as applicable, shall be an amount equal to the Purchase Price. (b) No party hereto shall have any liability for Losses pursuant to Section 5.1 or Section 5.2 for any indirect, consequential, exemplary or punitive damages, except for (i) such damages that are paid to a third party in connection with a third-party claim and (ii) consequential or indirect damages that are reasonably foreseeable. Any indemnifiable Losses of Investors Related Parties incurred by the Company shall be payable to such Investors Related Parties based on the Investors’ as-converted Beneficial Ownership of the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) no Indemnified Party or any of its Affiliates will be entitled to recover more than one time for any particular Losses under this Agreement and (ii) to the extent an Indemnifying Party has paid any Losses under this Agreement to any Indemnified Party, no other Indemnified Party shall be entitled to recover the same Losses in respect of the claims for which such Losses were paid. (d) Each Indemnified Party shall make reasonable efforts to mitigate or minimize all Losses upon and after becoming aware of any event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable hereunder and, if an Indemnified Party fails to use commercially reasonable efforts to so mitigate any indemnifiable Losses under this sentence, the Indemnifying Party that would otherwise have an indemnity obligation hereunder with respect to such Losses shall have no liability for any portion of such Losses that reasonably would have been avoided or mitigated had the Indemnified Party made such efforts.

Limitations to Indemnification. (a) (i) The Company shall not be liable for any indemnifiable Losses that may be recovered by the Purchaser Related Parties (other than for breaches of any Company Fundamental Representations or any covenants of the Company or Fraud) unless and until the amount of such indemnifiable Losses, individually or in the aggregate, exceeds an amount equal to 2.00% of the Purchase Price (the “Indemnity Threshold”), but from and after such time as the indemnifiable Losses of the Purchaser Related Parties exceed the Indemnity Threshold, each applicable Purchaser Related Party shall be entitled to indemnity for the entire amount of all indemnifiable Losses of such Person, and (ii) the Purchaser shall not be liable for any indemnifiable Losses that may be recovered by the Company Related Parties (other than for breaches of any Purchaser Fundamental Representations or any covenants of the Purchaser or Fraud) unless and until the amount of such indemnifiable Losses, individually or in the aggregate, exceeds an amount equal to the Indemnity Threshold, but from and after such time as the indemnifiable Losses of the Company Related Parties exceed the Indemnity Threshold, each applicable Company Related Party shall be entitled to indemnity for the entire amount of all indemnifiable Losses of such Person. (b) The maximum amount of indemnifiable Losses that may be recovered from (i) the Company for any amounts due under Section 8.2 (other than for breaches of any Company Fundamental Representations or any covenants of the Company or Fraud) shall be an amount equal to 10.00% of the Purchase Price (the “Indemnity Cap”) and (ii) the Purchaser for any amounts due under Section 8.3 (other than for breaches of any Purchaser Fundamental Representations or any covenants of the Purchaser or Fraud) shall be an amount equal to the Indemnity Cap; provided that, other than with respect to Fraud, the maximum amount of indemnifiable Losses that may be recovered from the Company or from the Purchaser, as applicable, shall be an amount equal to the Purchase Price. (c) For purposes of the Company’s indemnification obligations under Section 8.2, including for purposes of both determining whether there has been a breach of any representation or warranty and for determining the amount of indemnifiable Losses resulting therefrom, the representations and warranties set forth in Article III of this Agreement that are qualified as to “material”, “materiality”, “material respects”, “Material Adverse Ef...

Limitations to Indemnification. (a) Seller Indemnitors will have no liability for indemnification with respect to any of the matters described in Section 7.2 unless the total of all Buyer Damages with respect to such matters exceeds a threshold of $250,000, in which event Seller Indemnitors shall have liability for all Buyer Damages in excess of $250,000 as provided in this Section 7.6. Any Buyer Damages arising under Section 4.10 shall not be counted for the purposes of calculating the $250,000 threshold. Seller Indemnitors shall have liability for Buyer Damages and indemnification under this Agreement up to a maximum of $6,000,000 (subject to Section 7.6(b)) solely as follows: (i) The first $2,000,000 of Buyer Damages for which Buyer Indemnitees may be entitled to indemnification with respect to a claim under this Article 7 shall be paid to Buyer Indemnitees by offset adjustment from the amount otherwise payable to Seller pursuant to Section 2.4(b); and (ii) Any Buyer Damages in excess of $2,000,000 for which Buyer Indemnitees may be entitled to indemnification with respect to a claim under this Section 7 shall be paid to Buyer Indemnitees by offset of any amounts due or that become due to Seller pursuant to the Earnout. If, however, any of the Earnout or the amount payable pursuant to Section 2.4(b) has been paid to Seller before the assertion of a claim under this Section 7, Seller Indemnitors shall be liable to pay to Buyer Indemnitees up to the amount of all Earnout Payments previously distributed by Seller and Subsidiary but shall in no event be liable for any amount in excess of such previously distributed Earnout payments and payments pursuant to Section 2.4(b).

Limitations to Indemnification. The aggregate amount of all Losses for which a Seller indemnifying party shall be liable pursuant to Section 8.02 shall not exceed $350,000.00. The aggregate amount of all Losses for which a Buyer indemnifying party shall be liable pursuant to Section 8.03shall not exceed $195,000.00.

Limitations to Indemnification. The Purchaser's right to indemnification shall be subject to the following limitations: 62 (i) in respect of Loss(es) suffered under Section 9.1 (a) above, the Purchaser's right to indemnification shall lapse if no notice of an Indemnification Claim shall have been given to the Seller on or before December 31, 1999, except that for Loss(es) suffered for breach of Section 6.21 of this Agreement, in which case the applicable statutory limitation period (periodo di prescrizione) shall apply; (ii) in respect of Loss(es) suffered under Section 9.1 (b), (c), (d) and (e) above, the Purchaser's right to indemnification shall lapse if no Indemnification Claim is notified to the Seller on or before the date in which the applicable statutory limitation period (periodo di prescrizione) will lapse;

Limitations to Indemnification. (a) The indemnification obligations of a Party (i) with respect to any breach, violation or inaccuracy of any representation or warranty made by such Party contained in this Agreement, other than with respect to those contained in Section 3.2(c) and Section 3.2(e), shall survive the Closing for a period of eighteen (18) months following the Closing Date, (ii) with respect to indemnification obligations relating to Sections 6.12, 6.13, 6.17, 6.18, 6.20, 8.3, 9.2(a)(iii), 9.4 and 11.1 and Article XII, shall survive the Closing indefinitely, and (iii) with respect to all other indemnification obligations, shall survive the Closing for three years following the Closing Date. All claims for indemnification made within the specified survival period shall survive the expiration of such periods. (i) Each of the representations and warranties contained in Articles III-IV and their various subparagraphs are intended for the benefit of Company and Operating Partnership, on the one hand, and Owners on the other hand, and may be waived in whole or in part, by them, but only by an instrument in writing signed by them. All rights to indemnification shall survive the Closing of the Transaction as provided in Section 9.3(a), but shall be limited as provided in Section 9.3(b)(ii) to the extent that the indemnitee gives the indemnitor written notice prior to Closing of same, or the indemnitee otherwise obtains knowledge of same prior to Closing, and the indemnitor nevertheless elects to close this transaction. Any such written notice shall state in the first paragraph thereof and in all capitalized letters that "THIS NOTICE IS GIVEN PURSUANT TO THE COMBINED CONTRIBUTION AND PURCHASE AND SALE AGREEMENT MADE AS OF DECEMBER 23, 2004, AND RELATES TO AN INDEMNIFICATION CLAIM UNDER SECTION 9.3(b)." (ii) The indemnification obligations contained in this Agreement of Company and Operating Partnership, on the one hand, and Owners, on the other hand, (1) shall not survive Closing with respect to any such Losses (which Losses shall be deemed waived), other than Losses resulting from a breach of the representation and warranty contained in Section 3.2(c), if such was known by the indemnitee prior to the Effective Date, and (2) shall survive Closing as provided in Section 9.3(a) but shall not exceed $2,000,000 in the aggregate (and shall be subject to the Threshold as provided in Section 9.3(c) with respect to Losses resulting from any inaccuracy, breach or violation of any representatio...

Limitations to Indemnification. (a) The maximum amount of indemnifiable Losses that may be recovered from (i) the Company for any amounts due under Section 6.01 (other than for breaches of Section 3.01, Section 3.02, Section 3.09 or Section 3.13) shall be an amount equal to the Indemnification Cap and (ii) all Purchasers in the aggregate for any amounts due under Section 6.02 (other than for breaches of Section 4.01, Section 4.02 or Section 4.04) shall be an amount equal to the Indemnification Cap; and (b) No party hereto shall have any liability for Losses pursuant to Section 6.01 or Section 6.02 for any special, indirect, consequential (including lost profits) or punitive damages relating to a breach or alleged breach of this Agreement, except to the extent such Losses are incurred by a third person and constitute a portion of a Third-Party Claim.

Limitations to Indemnification. (a) The Stockholders will not have any liability with respect to an Indemnified Person's Claim under Section 6.1(a) unless: (i) the Claim Notice made with respect to such Claim is made on or before 180 days after the Effective Time, and (ii) except for a Claim relating to the representations and warranties contained in Sections 4.2 or 4.5, the aggregate dollar amount of all Indemnified Persons' Claims exceeds $100,000, in which case the Stockholders will indemnify the Indemnified Persons only for the amount of those Claims that exceed $100,000. (iii) Notwithstanding anything to the contrary in this Agreement, no Stockholder will have any liability, to an Indemnified Person or otherwise, with respect to a Claim (A) regarding any Claim with respect to which a Claim Notice is not made on or before the 180th day following the Effective Time or (B) in excess of that Stockholder's Escrow Fund Contribution (except in the case of fraud or intentional misrepresentation by such Stockholder).