Limitations on Indemnification Clause Samples

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Limitations on Indemnification. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

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Limitations on Indemnification. (a) Except with respect to breaches of the ED&F Fundamental Representations and of the representations and warranties in Section 5.17 (Taxes), ED&F and Holdings shall not be required to indemnify or hold harmless the Parent Indemnified Parties for Losses under clauses (i), (iv) or (v) of Section 10.2(a) until the aggregate amount of all such Losses with respect to which a Claim Notice was delivered in accordance with Section 10.3 exceeds $7,000,000 (the “Basket Amount”), in which event ED&F and Holdings shall be obligated to indemnify the Parent Indemnified Parties for all Losses in excess of the Basket Amount. (b) Except with respect to breaches of the ED&F Fundamental Representations and of the representations and warranties in Section 5.17 (Taxes) and in Section 5.28 (Proxy Statement), ED&F and Holdings shall not be required to indemnify or hold harmless the Parent Indemnified Parties for Losses under Section 10.2(a)(i) in the aggregate in excess of $30,000,000 (the “Cap”). (c) ED&F and Holdings shall not be required to indemnify or hold harmless the Parent Indemnified Parties for any Losses arising or resulting from any breach of Section 5.28 (Proxy Statement) except to the extent such Losses arise in connection with a Third Party Claim. (d) Notwithstanding anything in this Agreement to the contrary, neither ED&F nor Holdings shall have any liability under Section 10.2(a) for any individual item or series of related items where the Loss relating thereto is less than $75,000 and such items shall not be aggregated for purposes of Section 10.4(a); provided, however, that, solely for purposes of determining whether the amount of a Loss for a Tax indemnifiable under Section 10.2(a)(iii) is less than $75,000, no offset or reduction for any other Tax included in the determination of Merger Closing Date Net Indebtedness or Stock Sale Closing Date Net Indebtedness shall be taken into consideration. (e) Notwithstanding anything in this Agreement to the contrary, except with respect to Losses resulting or arising from (i) ED&F Indemnifiable Taxes, (ii) breaches of the ED&F Fundamental Representations or the representations and warranties in Section 5.17 (Taxes) and (iii) the Designated Pre-Closing Activities, the aggregate liability of ED&F and Holdings for Losses under Section 10.2(a) shall not in any event exceed the Adjusted Stock Sale Purchase Price. (f) Notwithstanding anything in this Agreement to the contrary, neither ED&F nor Holdings shall have any oblig...

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or...

Limitations on Indemnification. (a) To the extent the Acquirer Indemnitees or the Contributor Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) or Section 8.1(a) (but not including Damages for breaches of Acquirer Fundamental Representations), respectively, the Contributor or the Acquirer, as the case may be, shall not be liable for those Damages unless the aggregate amount of Damages exceeds $1,800,000 (the “Deductible”), and then only to the extent of any such excess; provided, however, that no indemnified party shall submit a claim for indemnification to the indemnifying party unless the Damages in respect of such claim (or series of related claims) exceeds $50,000 (each such claim (or series of related claims) with Damages that does not exceed $50,000, a “De Minimis Claim”); provided, further, that neither the Contributor nor the Acquirer shall be liable for Damages pursuant to Section 8.2(a) (but not including Damages for breaches of Fundamental Representations) or Section 8.1(a) (but not including Damages for breaches of Acquirer Fundamental Representations), respectively, that exceed, in the aggregate, $27,000,000 (the “Cap”). (b) Notwithstanding clause (a) above, to the extent the Acquirer Indemnitees or the Contributor Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes (including, without limitation, in the case of the Acquirer Indemnitees, Damages for breach of the representations or warranties in Section 3.12), the Contributor or the Acquirer, as the case may be, shall be fully liable for such Damages without regard to the Deductible, the Cap or the limitations in clause (a) with respect to De Minimis Claims. For the avoidance of doubt, the Contributor shall be fully liable for Damages pursuant to Section 8.2(b) and for breaches of Fundamental Representations without regard to the Deductible, the Cap or the limitations in clause (a) with respect to De Minimis Claims and the Acquirer shall be fully liable for Damages pursuant to Sections 8.1(b) or 8.1(c) and for breaches of Acquirer Fundamental Representations without regard to the Deductible, the Cap or the limitations in clause (a) with respect to De Minimis Claims. (c) Neither Party will be liable as an indemnitor, and each Party hereby waives claims against the other Party, under this Agreement for any consequential, incidental, special, indirect, exe...

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breaches.

Limitations on Indemnification. 11.6.1. Other than any breach of or inaccuracy in any Fundamental Representation, indemnification for which shall be as provided below, no Indemnifying Party shall be required to indemnify an Indemnified Party hereunder for any Losses pursuant to Section 11.2.1 or 11.3.1, as applicable (such Losses pursuant to Section 11.2.1 or 11.3.1, as applicable, being collectively referred to herein as “General Representation and Warranty Losses”) except to the extent that the aggregate amount of such General Representation and Warranty Losses for which the Indemnified Party is otherwise entitled to indemnification pursuant to this Article 11 exceeds Forty Thousand Dollars ($40,000), in which event the Indemnifying Party shall be required to pay or be liable for all such General Representation and Warranty Losses from the first dollar. Except as otherwise provided herein, all Losses (including, but not limited to, any Losses related to or arising directly or indirectly out of any breach of or any inaccuracy in any Fundamental Representation) other than General Representation and Warranty Losses (all such Losses being collectively referred to herein as “Purchase-Price Limited-Losses”) shall be indemnified in their entirety from first dollar by the Indemnifying Parties and shall not be subject to the limitations set forth in this Section 11.6. 11.6.2. The aggregate amount payable by all Indemnifying Parties in respect of General Representation and Warranty Losses shall not exceed an amount equal to One Million Sixty-Two Thousand Five Hundred Dollars ($1,062,500) (the “General Representation and Warranty Cap”). 11.6.3. Any indemnification payment made pursuant to Article 11 of this Agreement shall be treated as an adjustment to the Purchase Price for tax purposes. 11.6.4. The aggregate amount payable by all Indemnifying Parties in respect of any Purchase-Price Limited-Loss shall not exceed an amount equal to the Purchase Price, less amounts previously paid or to be paid by such Indemnifying Party pursuant to this Article 11. 11.6.5. No Indemnifying Party shall be liable for any General Representation and Warranty Losses pursuant to this pursuant to Section 11.2.1 or 11.3.1 unless a written claim for indemnification in accordance with this Article 11 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or prior to the date that is fifteen (15) months following the Closing Date; except that this time limitation shall not apply to any Losses r...

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of i...

Limitations on Indemnification. Rights to indemnification under this Section 8 are subject to the following limitations: (i) Notwithstanding anything contained in this Agreement to the contrary, no Indemnifying Party shall have any liability pursuant to Section 8(b)(i)(A), Section 8(b)(ii)(A), or Section 8(b)(iii)(A), as the case may be, (A) for any individual Liability unless the amount of such Liability exceeds $5,000.00 (the “Individual Indemnity Threshold”) and (B) until and unless the aggregate amount of all Liabilities (each of which Liability having exceeded the Individual Indemnity Threshold) exceeds $25,000.00 (the “Indemnity Deductible”), and then only to the extent such Liabilities exceed the Indemnity Deductible. (ii) Except for Liabilities paid in connection with a Third-Party Claim (as hereinafter defined), none of the Indemnified Parties shall be entitled to recover from the Parties or their respective Affiliates, any special, indirect, consequential, punitive, exemplary, remote, or speculative damages (including damages for lost profits of any kind) arising under or in connection with this Agreement or the transactions contemplated hereby, except to the extent any such Person suffers such damages to a Third Party, which damages to a Third Party (including costs of defense and reasonable attorneys’ fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder. Subject to the preceding sentence, NY – SHI and SHI Farms, on behalf of each of the SHI Indemnified Parties, and Canbiola Sub and Canbiola, on behalf of each of the Canbiola Indemnified Parties, waives any right to recover any special, indirect, consequential, punitive, exemplary, remote, or speculative damages (including damages for lost profits of any kind) arising in connection with or with respect to this Agreement or the transactions contemplated hereby.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, other than for fraud, and subject to this Section 12.03 (including Section 12.03(e)) and Section 12.04), (i) in no event shall the cumulative indemnification obligations of the Members for all Group Warranty Breaches and Member Warranty Breaches (except for any inaccuracy or breach of the Fundamental Representations included in Article 4, the Special Representations or the representations and warranties in Section 4.06(d)), in the aggregate, exceed $15,000,000 (the “Business Cap”), (ii) in no event shall the cumulative indemnification obligations of the Members pursuant to Section 12.02(a)(i), (ii) and (iii)(z) and Section 12.02(b), except for any inaccuracy or breach of the representations and warranties in Section 4.06(d) or Section 4.15 (Taxes) with respect to federal, state and local income Taxes, in the aggregate, exceed $190,000,000 (the “Cap”), (iii) except with respect to breaches of the covenants and agreements made or to be performed pursuant to Section 7.04 (which shall only be paid directly by the applicable Principal(s)), in no event shall the indemnification obligations of the Members pursuant to Section 12.02(a) and Section 12.02(b), (x) in the aggregate, exceed the aggregate Closing Cash Consideration (including any adjustments pursuant to Section 2.12), plus any Earn-Out Amount(s) actually paid in accordance with Section 2.03(b) (including by issuance of Qualified MSG Stock or Qualified Successor Stock in accordance with Section 2.03(b)), plus any distributions from the Purchase Price Adjustment Escrow Fund received by the Members (or the Member Representative on behalf of the Members) pursuant to the terms of this Agreement, or, (y) with respect to any individual Member, exceed an amount equal to (A) the Purchase Price plus any Earn-Out Amount(s) actually paid in accordance with Section 2.03(b) (including by issuance of Qualified MSG Stock or Qualified Successor Stock in accordance with Section 2.03(b)), multiplied by (B) such Member’s Holdings Allocation Percentage. For the avoidance of doubt, with respect to the foregoing clause (iii)(y), irrespective of whether a Member delivers a Letter of Transmittal to the Member Representative, the limitation on indemnification of a Parent Indemnitee with respect to the Members shall be calculated as if such Member had submitted a Letter of Transmittal and such Member had received its allocable portion of the Purchase Price (and any Ea...