Indemnification Limitations. (a) Purchaser shall be under no liability to indemnify Seller under 10.3.1 and no claim under Section 10.3.1 of this Agreement shall:
Indemnification Limitations. (a) In no event shall the Sellers be liable for indemnification pursuant to Section 10.2(a)(i) (other than in respect of the representations and warranties in Section 4.1 (Corporate Status), Section 4.2 (Authority), the first two sentences of each of Section 4.4(a) and 4.4(b) (Capitalization), Section 4.7 (Taxes), and Section 4.21 (Finder’s Fee) (collectively, the “Excluded Representations”) and Section 4.17 (Sufficiency of Assets)) unless and until the aggregate amount of all Losses with respect to Section 10.2(a)(i) that are imposed on or incurred by the Purchaser Indemnified Parties exceeds $1,400,000 (the “Threshold Amount”), in which case the Purchaser Indemnified Parties shall be entitled to indemnification for all Losses from the first dollar, including both the Threshold Amount and any amounts in excess thereof. Notwithstanding anything herein to the contrary, the Sellers shall not (i) be required to make payments for indemnification pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) in an aggregate amount in excess of $18,000,000 (the “Indemnification Cap”), or (ii) be liable for indemnification with respect to any Loss by the Purchaser Indemnified Parties pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) to the extent such Loss and all Losses arising out of the same facts and circumstances are, in the aggregate, less than $15,000 (each, a “De Minimis Loss”) (and such Losses shall be disregarded and shall not be aggregated for purposes of the Threshold Amount unless and until such Losses arising out of the same facts or circumstances exceed the De Minimis Loss amount). Notwithstanding anything to the contrary herein, Sellers shall have ninety (90) days after the receipt of an indemnification claim for any Loss by the Purchaser Indemnified Parties in respect of Section 4.20(b) (Products Liability; Warranty) in which to propose a commercially reasonable alternative to satisfy such claim, including the repair, replacement or redelivery of any products that are the subject of such claim, which such commercially reasonable alternative is subject to the prior written approval of the Purchaser Indemnified Party, not to be unreasonably withheld, conditioned or delayed (it being understood that any and all costs or other Losses imposed on or incurred by the Purchaser Indemnified Parties arising out of such alternative shall, subject to the terms, conditions and limitations contained h...
Indemnification Limitations. Notwithstanding the foregoing, the Indemnified Party shall be entitled to make claims under Section 6.1 hereof only to the extent that the aggregate amount of losses arising from such claims does not exceed $5,000,000. Nothing contained in this Section 6.3 shall be construed to limit the indemnification obligations afforded to any director or officer of the Company under its organizational documents, state law or otherwise.
Indemnification Limitations. Notwithstanding the provisions of Sections 16.1 and 16.2, (a) no party shall be required to indemnify another party with respect to a breach of a representation, warranty or covenant unless the claim for indemnification is brought within two (2) years after the Closing Date, except that a claim for indemnification for a breach of the representations and warranties contained in Sections 3.1, 3.2, 3.3., 3.4, 3.5, 3.6, 3.14, 3.17, 3.20, 3.23, 4.1, 4.3, 4.4, 4.8, 5.1, 5.2, 5.3, 5.4, 5.6, 5.7, 7.1, 7.2, 7.3 and 7.4 may be made at any time, and a claim for indemnification for a breach of the representations and warranties contained in Sections 3.12, 3.18, 3.21, 3.27, 3.28, 3.29, 3.30, 3.31, 3.33, 4.5, 4.7, 4.11, 5.8 and 8.1 may be made at any time within the applicable statute of limitations; (b) indemnification based upon Sections 16.1(b) through (f) and 16.2(b) may be made at any time within the applicable statute of limitations; and (c) the Physician shall not be required to indemnify Vision 21 and the Subsidiary pursuant to Section 16.1 unless, and to the extent that, the aggregate amount of Damages incurred by Vision 21 shall exceed an amount equal to two percent (2%) of the total Merger Consideration; and (d) the Physician shall not be required to indemnify Vision 21 and the Subsidiary with respect to a breach of a representation, warranty or covenant for Damages in excess of the aggregate Merger Consideration received by the Physician (other than pursuant to a requirement to indemnify Vision 21 and the Subsidiary under Sections 3.30 and 3.31, or unless the breach involves an intentional breach or fraud by the Physician or the Company, which shall be unlimited).
Indemnification Limitations. Notwithstanding anything to the contrary in this Agreement:
Indemnification Limitations. 44 Section 13.6 Tax Benefits; Insurance Proceeds...................................................... 44 Section 13.7
Indemnification Limitations. (a) Subject to the other provisions of this Article VII, each Indemnified Person shall act in good faith, and will make the same decisions in the use of personnel and the incurring of expenses as it would make if it were engaged and acting entirely at its own cost and for its own account regarding the conduct of any proceedings or the taking of any action for which indemnification may be sought.
Indemnification Limitations. Graylog shall have no obligation for any Infringement Claim arising out of or relating to: (a) any modification created by or at the direction of Customer;
Indemnification Limitations. Notwithstanding the provisions of Sections 13.1 and 13.2, (a) no party shall be required to indemnify another party with respect to a breach of a representation, warranty or covenant unless the claim for indemnification is brought within the time limit set forth in Section 18.6, (b) no claim may be brought by any party entitled to indemnification under this Article XIII unless and until the aggregate cumulative amount to which such party is entitled equals or exceeds $50,000, and (c) no party shall be obligated to make any indemnification in excess of 50% of the value of the Merger Consideration.
Indemnification Limitations. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 7 to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.
