Limitations on Indemnification Obligations Clause Samples
POPULAR SAMPLE Copied 7 times
Limitations on Indemnification Obligations. (a) Seller shall not be obligated to indemnify Purchaser for any Losses incurred by Purchaser or other Indemnified Parties of the Purchaser under Section 8.2 until the Losses for which Purchaser is entitled to indemnification under this Agreement exceed $150,000 in the aggregate, in which case, upon exceeding such threshold amount, Purchaser shall be entitled to recover all such Losses (including such initial threshold amount). Except as expressly provided in the next sentence of this Section 8.7(a), notwithstanding anything contained in this Agreement to the contrary, in no event shall Seller’s liability for Losses under Section 8.2(a) exceed, in the aggregate, $16,666,666.67; in no event shall Seller’s liability for Losses under Section 8.2(b) (other than Sections 8.2(b)(iv) and (b)(v)) exceed, in the aggregate, the Purchase Price; and in no event shall Purchaser’s liability for Losses under Section 8.2(c) exceed, in the aggregate, the Purchase Price. The provisions of this Section 8.7(a) shall not apply to either party’s indemnification obligations under this Agreement arising out of, relating to or resulting from fraud by such party.
(b) Notwithstanding anything contained in this Agreement to the contrary, the amount of an Indemnifying Party’s liability pursuant to this Section 8 shall be net of any insurance proceeds or other third party indemnity or contribution amounts actually recovered by an Indemnified Party. Each Indemnified Party shall use commercially reasonable efforts to collect any such insurance proceeds or other third party indemnity or contribution amounts recoverable by such Indemnified Party, and in the event any such amounts are collected after a claim for Losses has been paid by an Indemnifying Party, the Indemnified Party shall promptly reimburse such amounts to such Indemnifying Party.
(c) Notwithstanding anything to the contrary contained in this Agreement, no Indemnifying Party shall be liable to an Indemnified Party for any indirect, special, punitive, exemplary or consequential loss or damage (including any loss of opportunity or loss of value, revenue or profit) arising out of this Agreement; provided, however, that the foregoing shall not be construed to preclude recovery by an Indemnified Party in respect of any such Losses either (i) directly incurred as a result of a Third Party Claim or (ii) relating to or in connection with any Losses for which Purchaser is entitled to indemnification pursuant to Section 8.2(b)(iv) or 8....
Limitations on Indemnification Obligations. Notwithstanding anything to the contrary contained herein:
(a) Seller shall not be obligated to indemnify the Purchaser Indemnified Parties under Section 7.1(a)(i) or 7.1(a)(ii), unless the aggregate of all Losses for which Seller would be liable under that Section exceeds on a cumulative basis $400,000, at which point the Purchaser Indemnified Parties shall be entitled to indemnification for all Losses thereunder to the extent that the aggregate amount of such Losses exceeds $400,000 but does not exceed $4,000,000; provided, however, that (i) the limitations in this clause (a) shall not apply to any indemnification obligations of Seller arising from Seller’s representations and warranties set forth in Sections 2.1, 2.2, 2.3(a), 2.3(f), 2.11, 2.25, 3.1 or 3.2, (ii) the $400,000 deductible in this clause (a) shall not apply to any indemnification obligations arising from Seller’s representations and warranties set forth in Section 2.17, and (iii) in no event shall Seller’s aggregate indemnification obligation pursuant to this Agreement exceed the sum of (w) the Closing Payment, plus (x) the Escrow Amount, plus (y) 92.06% of the amount of Debt payable at the Closing to AAG Liquidation Holding Corp. pursuant to the Closing Certificate, plus (z) $9,206,000;
(b) Purchaser shall not be obligated to indemnify the Seller Indemnified Parties under Section 7.2(a) unless the aggregate of all Losses for which Purchaser would be liable under that Section exceeds on a cumulative basis $400,000, at which point Seller shall be entitled to indemnification for all Losses thereunder to the extent that the aggregate amount of such Losses exceeds $400,000 but does not exceed $4,000,000; provided, however, that the limitations in this clause (b) shall not apply to any indemnification obligations of Purchaser arising from Purchaser’s representations and warranties set forth in Sections 4.1 or 4.2;
(c) Any payment made by an Indemnifying Party to an Indemnified Party pursuant to this Article VII in respect of any claim will be net of any insurance proceeds realized by and paid to the Indemnified Party in respect of such claim; provided, however, that the Indemnified Party shall use commercially reasonable efforts in pursuing recovery under any applicable insurance policy then in existence;
(d) Each Person entitled to indemnification hereunder will take all reasonable steps to mitigate all losses, costs, expenses and damages after becoming aware of any event which could reasonably...
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.
(b) In determining the amount of any indemnity payment under this Agreement, such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnified Party and its Affiliates arising from the incurrence or payment by the Indemnified Party or its Affiliates of any amount in respect of which such payment is made and (ii) increased to take into account any net Tax cost incurred by the Indemnified Party and its Affiliates as a result of the receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnified Party and its Affiliates as recognizing all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of accrual of any payment hereunder. In determining the amount of any such Tax benefit or Tax cost, the Indemnified Party and its Affiliates shall be deemed to be subject to the applicable Taxes at the maximum statutory rate then in effect...
Limitations on Indemnification Obligations. The amount which any party (an "Indemnifying Party") is or may be required to pay to any other party (an "Indemnitee") pursuant to Section 5.1 or Section 5.2 shall be reduced (retroactively or prospectively) by any insurance proceeds or other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of a Loss and shall subsequently actually receive insurance proceeds or other amounts in respect of such Loss, then such Indemnitee shall pay to such Indemnifying Party a sum equal to the amount of such insurance proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Loss.
Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the amount which either party hereto (an "INDEMNIFYING PARTY") is or may be required to pay to any other party (an "INDEMNITEE") pursuant to Sections 10.01 and 10.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has subsequently actually received Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (I.E., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof.
Limitations on Indemnification Obligations. The rights to indemnification pursuant to the provisions of Section 10.2 are subject to the following limitations:
(a) the amount of any and all Losses recoverable pursuant to Section 10.2(a), Section 10.2(b), Section 10.2(c), Section 10.2(d) and Section 10.2(e) shall be determined net of any amounts recovered by the Parent Indemnitees or their Affiliates, the Member Indemnitees or their Affiliates, or the Barceloneta Member Indemnitees or their Affiliates, as applicable, under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement), including the Tax Matters Agreements and the Barceloneta Tax Matters Agreement (in each case, to the extent includable in indemnifiable Losses), with respect to such Losses;
(b) the Parent Indemnitees shall not be entitled to recover in respect of any individual claim pursuant to Section 10.2(a)(i), Section 10.2(a)(ii), Section 10.2(a)(iv)(A), Section 10.2(a)(vi), Section 10.2(b)(i), Section 10.2(b)(ii) or Section 10.2(c)(i) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed $50,000; provided, that this Section 10.4(b) shall not apply to any claim for indemnification pursuant to (w) Section 10.2(a)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority) or Section 3.15 (Brokers), (x) Section 10.2(b)(i) to the extent such claim is based upon a breach of a representation and warranty set forth in Section 4.2 (Authority), Section 4.4 (Title) or Section 4.6 (Brokers), (y) Section 10.2(a)(vi) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Company) of the Barceloneta Contribution Agreement, Section 3.3 (Authority) of the Barceloneta Contribution Agreement or Section 3.15 (Brokers) of the Barceloneta Contribution Agreement or (z) Section 10.2(c)(i) to the extent such claim is based upon a breach of a representation and warranty set forth in Section 4.2 (Authority) of the Barceloneta Contribution Agreement, Section 4.4 (Title) of the Barceloneta Contribution Agreement or Section 4.6 (Brokers) of the Barceloneta Contribution Agreement.
(c) the Member Indemnitees shall not be entitled to recover i...
Limitations on Indemnification Obligations. BENTLEY AND AUXILIUM EACH AGREE THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM A DEFAULT OR BREACH OF THIS AGREEMENT.
Limitations on Indemnification Obligations. (a) Purchaser Indemnitees shall not be entitled to receive amounts pursuant to Section 6.2(a) (other than for Losses relating to breaches of the Special Representations) for any individual item or series of related items based on substantially the same facts and circumstances where the Losses relating to such item or series of related items based on substantially the same facts and circumstances are less than $10,000, and such Losses shall not be applied against the Basket.
(b) Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations) until the aggregate amount of all Losses thereunder exceeds $50,000 (the “Basket”); provided, however, that once such aggregate amount of such Losses exceeds the Basket, Seller shall be liable for the entire amount of such Losses otherwise recoverable under Section 6.2(a).
(c) Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations) in excess of an aggregate amount equal to $1,000,000 (the “Cap”). Seller shall not have any obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 6.2(a) pursuant to a breach or inaccuracy of a Special Representation or Section 6.2(b) in excess of an aggregate amount equal to $2,000,000.
(d) Notwithstanding anything to the contrary in this Agreement, each Party’s rights to indemnification and any other recovery under law or equity with respect to Losses based upon fraud, willful misconduct or intentional misrepresentation, shall not be limited in any way, including by any of the terms and conditions of this Agreement.
Limitations on Indemnification Obligations. The indemnification provided for in Section 10.2 hereof shall be subject to the following limitations:
(a) The Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 10.2(a)(i) and 10.2(a)(ii) hereof until the aggregate amount of all Damages in respect of indemnification under Section 10.2(a)(i) and 10.2(a)(ii) exceeds US $500,000 (the “Deductible”), in which event the Seller shall only be required to pay or be liable for Damages in excess of the Deductible.
(b) The aggregate amount of all Damages for which the Seller shall be liable the Buyer Indemnitees pursuant to Section 10.2(a) hereof shall not exceed US $5,000,000.
(c) Notwithstanding the foregoing, the limitations contained in Sections 10.3(a) and 10.3(b) hereof will not limit the Seller’s obligations to indemnify the Buyer Indemnitees in respect of any Damages that any Buyer Indemnitee may suffer, sustain, or become subject to, as a result of fraud or intentional misrepresentation or with respect to any and all breaches of the Fundamental Representations; provided, however, that the aggregate amount of all Damages for which the Seller shall be liable to the Buyer Indemnitees under this Section 10.3(c) as result of fraud or intentional misrepresentation or with respect to any and all breaches of the Fundamental Representations shall not exceed the Purchase Price.
(d) Payments by the Seller pursuant to Section 10.2(a) in respect of any Damages shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds received by the Buyer or the Target Company in respect of any such claim (net of deductibles or other Damages incurred by such Buyer Indemnitee as a result of such claim, all direct collection expenses and any increased premium costs).
(e) In calculating the amount of Damages related to a breach of or inaccuracy in a representation, warranty, covenant or agreement hereunder (and for purposes of determining whether a breach or inaccuracy has occurred), the Seller shall have no liability for any Damages under this Agreement to the extent such Damages were taken into account as a liability or a reduction in the value of assets in determining the Final Net Working Capital Amount.
Limitations on Indemnification Obligations. The Parties’ obligations under Sections 9.11 and 9.12 are subject to the following limitations: