Limitation on Indemnification Obligations. (a) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HFC Entities in Article III, the definition of HFC Entities shall be deemed to mean solely (i) the HFC Entity or HFC Entities that own or operate, or owned or operated immediately prior to the transfer to the HEP Entities, the Retained Asset, Transferred Asset or other property in question with respect to which indemnification is sought by reason of such HFC Entity’s or HFC Entities’ ownership or operation of the Retained Asset, Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HEP Entities for which it is entitled to indemnification under Article III and (ii) HFC.
Limitation on Indemnification Obligations. (a) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the Xxxxx Entities in Article III, the definition of Xxxxx Entities shall be deemed to mean solely (i) the Xxxxx Entity or Xxxxx Entities that own or operate, or owned or operated immediately prior to the transfer to the Partnership Entities, the Retained Asset, Asset or other property in question with respect to which indemnification is sought by reason of such Xxxxx Entity’s or Xxxxx Entities’ ownership or operation of the Retained Asset, Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the Partnership Entities for which it is entitled to indemnification under Article III and (ii) Xxxxx.
Limitation on Indemnification Obligations. Seller shall have no obligation to indemnify any Purchaser Indemnitee pursuant to Section 8.1(a), and Purchaser shall have no obligation to indemnify Seller Indemnitee pursuant to Section 8.2(a), in each case in respect of any specific indemnified Loss arising out of a breach of a representation or warranty unless the aggregate of all such Losses suffered by Purchaser Indemnitees or Seller Indemnitees, as the case may be, relating thereto exceeds fifty thousand dollars ($50,000) multiplied by the LLC Percentage (the "Indemnification Deductible"), and then Purchaser Indemnitees or Seller Indemnitees, as the case may be, shall be entitled to be indemnified for all such Losses in excess of the Indemnification Deductible; provided, however, that neither Purchaser Indemnitees nor Seller Indemnitees, as the case may be, shall be entitled to be indemnified for such Losses arising out of the breach of such representations and warranties to the extent such Losses exceed, in the aggregate, the Purchase Price plus the transaction costs and expense related to this Agreement plus the costs and expenses incurred to enforce the rights to such indemnification (the "Cap"); and provided, further, Seller's obligation to indemnify Purchaser Indemnitees pursuant to Section 8.1(a) on account of a breach by Seller of its representations and warranties made pursuant to Sections 3.1.2, 3.1.6, 3.1.7, 3.2.12, or 3.2.16, shall not be subject to or reduced by the Indemnification Deductible or the Cap. In addition, neither Seller's obligation to indemnify Purchaser Indemnitees pursuant to Sections 8.1(b), 8.1(c), 8.1(d) or 8.1(e) nor Purchaser's obligation to indemnify Seller Indemnitees pursuant to Sections 8.2(b) or 8.2(c), as applicable, shall be subject to or reduced by the Indemnification Deductible or the Cap.
Limitation on Indemnification Obligations. The parties’ indemnification obligations pursuant to the provisions of paragraph 12 are subject to the following limitations:
Limitation on Indemnification Obligations. The indemnification ----------------------------------------- provided for in Article 8 and Article 12 shall be subject to the following limitations:
Limitation on Indemnification Obligations. (a) Reductions for Insurance Proceeds and Other Recoveries. The amount that any party (an "Indemnifying Party") is or may be required to pay to any other Person (an "Indemnified Party") pursuant-to Section 7.01 or Section 7.02, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnified Party in respect of the related Indemnifiable Losses (except that nothing herein shall be construed as requiring any Indemnified Party in respect of any ADA-ES Securities Liability to file any claim for insurance). The existence of a claim by an Indemnified Party for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnified Party to the Indemnifying Party of the entire claim of the Indemnified Party for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnified Party shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such indemnifiable Losses, then such Indemnified Party shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and 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 lndemnifiable Losses.
Limitation on Indemnification Obligations. An Indemnified Party shall not be entitled to recover from an Indemnifying Party any amounts under this Section 7.07 until the total amount under which the Indemnified Party would seek a recovery exceeds the sum of $50,000 (the "THRESHOLD Amount"), and then the Indemnified Party may recover the Threshold Amount and any sums which are in excess of the Threshold Amount, but in no event may the Indemnified Party be entitled to an amount in excess of the sum of the Purchase Price.
Limitation on Indemnification Obligations. (i) All representations and warranties of the Seller and the Buyer contained in this Agreement, other than any intentional misrepresentation (which shall not be subject to any survival period), the representations and warranties of the Seller in Sections 3(b)(ix) and 3(a)(vii) and any representation and warranty of the Buyer pursuant to Section 6(b), shall survive the Closing and continue in full force and effect for a period of 18 months thereafter. Each of the representations and warranties of the Seller contained in Section 3(b)(ix) and any representation and warranty of the Buyer pursuant to Section 6(b) shall survive the Closing and continue in full force and effect until thirty days after the expiration of the statute of limitations applicable to the subject thereof. Each of the representations and warranties of the Seller contained in Section 3(a)(vii) shall survive the Closing and continue in full force and effect thereafter. A claim by a Buyer Indemnitee or a Seller Indemnitee for indemnification under Section 8(b)(i) or 8(c)(i), respectively, shall be ineffective unless such Person delivers a written claim for indemnification within the survival period specified in this Section 8(d)(i) as applicable to the representation or warranty that is the subject of such claim.
Limitation on Indemnification Obligations. (a) All representations and warranties made by any party to this Agreement shall survive the Closing for a period of twelve (12) months (the "Survival Period"). (b) (i) The Indemnified Party shall only be entitled to indemnification pursuant to Article VI hereof once such Indemnified Party's aggregate claims for indemnification exceed seventy five thousand U.S. dollars (U.S. $75,000), but after such claims exceed such amount, the Indemnified Party shall be entitled to seek indemnification for all indemnification claims in excess of fifty thousand U.S. dollars (U.S. $50,000) of Damages; and (ii) the indemnification obligations of each party shall be limited to an amount equal to sixty-five percent (65%) of the Purchase Price in the aggregate. No party shall be entitled to indemnification for Damages arising from the breach of any representation or warranty if such party had actual knowledge of such breach or inaccuracy prior to the Closing.
Limitation on Indemnification Obligations. (a) The rights of the Purchaser Indemnitees and Parent Indemnitees to indemnification pursuant to the provisions of Section 6.2 are subject to the following limitations:
