Limits on Indemnification Sample Clauses
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Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement:
(a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply;
(b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-
(c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder;
(d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company;
(e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled;
(f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper;
(g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or
(h) if a final nonappealable decision by a cour...
Limits on Indemnification. (a) Except with respect to claims for equitable remedies, claims by any party hereto based on actual fraud with intent to deceive in the making of the representations and warranties in this Agreement (“fraud”), or claims relating to Tax Matters (Section 4.6 and Article XIII), following the Closing Date, no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from the causes enumerated in Sections 12.2(i) or 12.3(i), as appropriate, in excess of fifteen percent (15%) of the Total Consideration, as adjusted pursuant to Section 3.4 hereof, and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in Sections 12.2(i) or 12.3(i), as appropriate, except for claims relating to Tax Matters (Section 4.6 and Article XIII) until the total amount of resulting Losses exceeds three-fourths percent (0.75%) of the Total Consideration, as adjusted pursuant to Section 3.4 hereof (the “Threshold Amount”), after which time the Indemnitor shall be liable only for the amount of Losses in excess of the Threshold Amount; provided, that the foregoing limitations shall not apply to Losses arising out of or relating to the untruth or breach of any representation or warranty made in any Core Representation or to any representation or warranty in the event of fraud. The amount of any Losses indemnifiable by either party pursuant to this Article XII shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a party hereto has made a payment to an Indemnitee with respect to such Losses, the Indemnitee shall pay to such party the amount of such proceeds or recoveries (up to the amount of such party’s payment with respect to such Losses). If an Indemnifiable Claim can be asserted pursuant to more than one clause of Section 12.2 or 12.3, as applicable, then the applicable Indemnitee can elect the clause pursuant to which to assert such claim; provided, however, that an Indemnitee cannot be compensated for the same Loss more than once and all Losses shall be calculated net of any actua...
Limits on Indemnification. Securities laws impose liabilities on investment advisers and others under certain circumstances and, notwithstanding anything in this section to the contrary, nothing in this Agreement will be deemed to waive or limit any right the Fund or any Partner may have under any of those laws.
Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement:
(a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $1,000,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregate.
(b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be liable to Seller only for such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the aggregate.
(c) The representations and warranties of TPC and Seller on the one hand, and Buyer, on the other, contained in this Agreement shall survive the Closing until the 13th month anniversary of the Closing Date; provided, however, that (i) the representations contained in Section 4.14 shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations relating to the cause of action giving rise to Losses and (ii) the representations contained in Sections 4....
Limits on Indemnification. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee shall only be liable for the portion in excess of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties.
(b) Notwithstanding anything to the contrary in this Agreement:
(i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party...
Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim or tax benefits to the extent actually received by such Person as a result of an indemnified claim. Regardless of any investigation at any time made by or on behalf of any Party hereto or of any information any Party may have in respect thereof:
8.4.1. The representations, warranties, covenants, and agreements respectively made by Seller and Buyer in this Agreement, in the Disclosure Schedule, or in any certificate respectively delivered by Seller or Buyer pursuant to Section 7 will survive the Closing and the Closing Date:
(a) With respect to the representations and warranties of the Parties set forth in Sections 3.1, 3.3, 4.1 and 4.2, indefinitely
(b) Until the expiration of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive) in the case of the representations and warranties of Seller respectively set forth in Sections 3.2, 3.24, 3.26, 3.35 and 4.3;
(c) Until the expiration of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive; but excluding waiver or extension of the statute of limitation with respect to claims of fraud) in the case of the representations and warranties of Seller respectively set forth in Sections 3.13; and
(d) Until the eighteenth month anniversary of the Closing Date in the case of all other representations, warranties, covenants, and agreements.
8.4.2. If a notice or demand for indemnification is given in accordance with Section 8.2 before expiration of the applicable time period referenced above, then (notwithstanding such time period) the representation, warranty, covenant, or agreement applicable to such claim shall survive until, but only for purposes of, resolution of such claim.
8.4.3. Seller shall not be obligated to pay any amounts for indemnification under this Section 8 until the aggregate indemnification obligation hereunder exceeds $50,000 in the aggregate (provided that, any liability pursuant to Section 8.3 shall not be subject to the $50,000 threshold), whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller hereunder exceed $4,000,000 in the aggregate.
8.4.4. Buyer shall not be obligated to pay any amounts for indemnification under this Section 8 unt...
Limits on Indemnification. (a) A Seller’s liability in respect of any Loss for which it is obligated to indemnify a Buyer Indemnified Party under Section 9.2 shall be satisfied by way of the Buyer (i) setting-off against and deducting any amounts from the Deferred Consideration Payment to be made to the relevant Seller under the terms of this Agreement, and/or (ii) cancelling Consideration Shares held by such Seller pursuant to Section 9.3(g), and/or (iii) solely with respect to any indemnifiable Losses arising out of or relating to any matter for which indemnification may be sought under Section 9.2(c)(iii) or Section 9.2(j), reclaiming any portion of the Upfront Cash Consideration and the Deferred Consideration Payment, subject in each case to the Loss being determined either by written agreement between the Buyer and the Sellers’ Representatives or by a court of competent jurisdiction (in accordance with Section 10.4) as a Loss for which the Sellers are liable to indemnify the Buyer under the terms of this Agreement. A Buyer Indemnified Party shall have no other recourse against a Seller in respect of any and all Losses for which it is entitled to indemnification from the Seller(s) under Section 9.2, and the Buyer or its Affiliates or any other Buyer Indemnified Party shall have no other recourse against a Seller for any other claims of any nature whatsoever under or in connection with this Agreement, other than as set forth in this Section 9.3(a) except, with respect to any individual Seller, in the case of fraud or willful concealment by that Seller.
(b) With respect to any indemnifiable Losses arising out of or relating to any matter for which indemnification may be sought under Section 9.2, other than Section 9.2(c), each Seller shall be severally, but not jointly, liable for a portion of such Loss equal to the product of (i) the aggregate amount of such Loss, multiplied by (ii) such Seller’s Pro Rata Percentage. With respect to any indemnifiable Losses arising out of or relating to any matter for which indemnification may be sought under Section 9.2(c), the Seller that committed such breach, violation or misrepresentation shall be liable for 100% of such Loss. Except for a Seller’s liability for its own commission of fraud or willful concealment in its capacity as a Seller and not as an employee or agent of the Company (in which case the only indemnity available is indemnification by such fraudulent Seller), the aggregate liability of any Seller under Section 9.2 shall not e...
Limits on Indemnification. Unless, and then only to the extent that, a court of competent jurisdiction acting pursuant to Section 6 of this Agreement or Section 607.0850(9) of the Florida Business Corporation Act, determines that, in view of the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, the Corporation shall not indemnify Indemnitee under this Agreement:
(1) in connection with a Proceeding by or in the right of the Corporation, except for reasonable Expenses (including an excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement not exceeding, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of the Proceeding, including any appeal thereof; or
(2) in connection with a Proceeding by or in the right of the Corporation with respect to any claim, issue or matter as to which Indemnitee shall have been adjudged liable to the Corporation.
Limits on Indemnification. Indemnitor's liability under this Section 9 shall be limited as follows:
Limits on Indemnification. All Indemnifiable Costs sought by ------------------------- any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller under Sections 3.1, ------------- 3.2, 3.3 or 3.17 hereof (the indemnification for which shall expire on the ---------------- expiration of the applicable statute of limitations), the indemnification provided under this Article VIII shall expire on the third anniversary of the Closing Date. The Seller shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $50,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller to Global exceed [**] (except for claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of ---------------------- ---- indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.