Indemnification Limits. The Investor Indemnified Parties shall not be entitled to recover any Losses pursuant to Section 4.8(b) (19) unless and until the Investor Indemnified Parties’ aggregate claims therefor exceed $500,000, at which time the Investor Indemnified Parties shall be entitled to recover Losses only to the extent that the aggregate amount of Investor Indemnified Parties’ indemnifiable Losses exceeds such amount (the “Deductible”); provided, however, that no event, claim or item of Loss will constitute a Loss and indemnification will not be available with respect to such event, claim or item of Loss (nor will any such event, claim or item of Loss be counted towards the Deductible) unless such event, claim or item of Loss, together with all related events, claims or items of Loss, results in a Loss of $50,000 or more, in which case the Investor Indemnified Parties will be entitled to indemnification for the full amount of Losses related to such event, claim or item of Loss subject to the Deductible and the other limitations set forth herein (and such Losses will be counted towards the Deductible); or (20) for an aggregate amount in excess of the aggregate Purchase Price; provided, however, that claims for breach of any of the Specified Representations shall not be subject to the foregoing limitations and shall not be included in the determination of whether a limitation has been reached. In addition, the Losses incurred by any Investor shall be determined on the basis of the number of Purchased Securities purchased by such Investor (or such Investor’s Affiliate, as applicable) hereunder and not on the basis of any other shares of Common Stock beneficially owned by such Investor, whether acquired prior to or after the consummation of the Transactions.
Indemnification Limits. Notwithstanding anything to the contrary contained in this Agreement:
Indemnification Limits. 14.1 FPL and the QS shall each be responsible for its own facilities. FPL and the QS shall each be responsible for ensuring adequate safeguards for other FPL customers, FPL’s and the QS’s personnel and equipment, and for the protection of its own generating system. Subject to section 2.7 Indemnity to Company, or section 2.71 Indemnity to Company – Governmental, FPL’s General Rules and Regulations of Tariff Sheet No.6.020 each party (the “Indemnifying Party”) agrees, to the extent permitted by applicable law, to indemnify, pay, defend, and hold harmless the other party (the “Indemnifying Party”) and its officers, directors, employees, agents and contractors (hereinafter called respectively, “FPL Entities” and “QS Entities”) from and against any and all claims, demands, costs, or expenses for loss, damage, or injury to persons or property of the Indemnified Party (or to third parties) caused by, arising out of, or resulting from: (a) a breach by the Indemnifying Party of its covenants, representations, and warranties or obligations hereunder; (b) any act or omission by the Indemnifying Party or its contractors, agents, servants or employees in connection with the installation or operation of its generation system or the operation thereof in connection with the other Party’s system; (c) any defect in, failure of, or fault related to, the Indemnifying Party’s generation system; (d) the negligence or willful misconduct of the Indemnifying Party or its contractors, agents, servants or employees; or (e) any other event, act or incident, including the transmission and use of electricity, that is the result of, or proximately caused by, the Indemnifying Party or its contractors, agents, servants or employees.
Indemnification Limits. The foregoing provisions of this Section 6.4 notwithstanding:
Indemnification Limits. Neither party shall be required to make any indemnification payment pursuant to this Section 8 until such time as the total amount of all Damages that have been directly suffered or incurred by such party exceeds US $25,000. Neither party shall be required to make any payment with respect to such Damages or matters within the scope of these indemnifications to the extent that all indemnification payments made would exceed Five Million US Dollars (US $5,000,000).
Indemnification Limits. No Indemnified Party shall be entitled to recover any Losses for breach of the representations and warranties of any party contained herein, unless, and only to the extent that, such Indemnified Party's cumulative aggregate claims therefor exceed three hundred seventy thousand dollars ($370,000) (i.e., the Indemnifier shall not be required to provide indemnity for the first three hundred seventy thousand dollars ($370,000) of Losses, even if total Losses exceed such amount, (the "Basket")). Further, in no event shall the cumulative aggregate liability of the Selling Shareholders collectively, on the one hand, and Parent, on the other hand, under this Agreement and the Transactions exceed twenty percent (20%) of the Closing Merger Consideration (the "Cap"); provided that claims for breach of any of the Specified Representations or actions for fraud or willful misconduct shall not be subject to the Basket or Cap and shall not be included in the determination of whether the Basket or Cap have been reached. For all purposes of this Article 10, when determining Losses resulting from breach of a representation or warranty of any party, any Company Material Adverse Effect or other materiality qualifier contained in any such representation or warranty will be disregarded. In calculating the Losses of any Indemnified Party hereunder, it is the intent of the parties that no recovery shall be made twice for the same Loss by virtue of the operation of any adjustment to the Closing Merger Consideration pursuant to Section 1.8 and this Article 10. For the avoidance of doubt, if, for example, there is any difference between the amounts or information set forth on the Estimated Closing Merger Consideration Certificate and the amounts or information set forth on the Closing Merger Consideration Certificate, and an adjustment is made with respect thereto pursuant to Section 1.8, any Losses incurred by the Parent with respect to the specific facts giving rise to such adjustment shall not be recovered twice by operation of Section 1.8 and this Article 10. Parent Indemnified Parties shall first seek indemnification from the Escrow Fund (as defined in the Escrow Agreement), and shall not seek indemnification from the Selling Stockholders until the Escrow Fund is exhausted.
Indemnification Limits. The dollar amounts of the limits de- scribed below are found in the guide- lines referred to in § 1160.1 and are based upon the statutory limits in the Arts and Artifacts Indemnity Act (20 U.S.C. 974).
Indemnification Limits. In the case of fraud or willful misconduct by Buyer or Sellers, the indemnification amount will be determined by a court of law. In the event of breach by Sellers of any of their representations, warranties and covenants relating to the Mineral Leases, then as soon as reasonably possible, Sellers promise to replace any defective Mineral Lease with a mineral lease having the same or greater value as the Mineral Lease being replaced, and the Buyer promises to assign the defective mineral lease back to Sellers. In the event the parties disagree on what is a comparable replacement, the final determination will be made by a mutually agreed upon consulting geologist. If the Sellers are unable to replace the defective Mineral Lease, then the indemnification amount will be limited to the cash value of the lease at the time of closing. For all other breaches triggering indemnification by Buyer or Sellers, the amount of indemnification liability will be limited to one million dollars in the aggregate.
Indemnification Limits. If the Closing occurs, the rights of the Purchaser Indemnified Parties under Section 6.3 shall be subject to the following limitations:
Indemnification Limits. (a) With respect to Buyer Indemnified Representation Costs arising out of a breach of representations and warranties of Seller other than the Seller Exclusions, Seller shall only be obligated to indemnify Buyer Indemnified Parties pursuant to this ARTICLE 8 for an amount in the aggregate of up to Fifteen Percent (15%) of the Purchase Price, as may be adjusted (the "Regular Cap").
