Certain Caps on Indemnification Liability Sample Clauses

Certain Caps on Indemnification Liability. Except for Share Ownership Claims and claims based on Seller's fraud, the aggregate Liability of Seller under this Section 5.2 in respect of a misrepresentation or inaccuracy in, or breach of, any representation or warranty referenced in clause (b) of Section 5.2.1 shall not exceed $4,500,000. In no event shall the total indemnification Liability of Seller under this Agreement (including all such Liability under this Section 5.2, Liability for Share Ownership Claims, Liability for claims based on Seller's fraud, and Liability claims based on Taxes under Section 5.6) exceed in the aggregate the cash amount paid or payable to Seller in respect of the Purchase Price. Furthermore, until the IPP Escrow Amount, minus the amount of pending Indemnification Claims against such funds under this Section 5.2, is not greater than zero, Buyer Indemnified Parties shall be entitled under this Section 5.2 only to look to the IPP Escrow Amount for indemnification of their claims.
Sample 1
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Certain Caps on Indemnification Liability. The aggregate Liability of the Principal Stockholders under this Section 6.3 in respect of a misrepresentation or inaccuracy in, or breach of, any representation or warranty in Article 3 (other than the Specified Representations and other than any representations or warranties relating, or subject, to Indemnification Claims based on willful misconduct or fraud) shall not exceed the sum of (i) the amount, if any, paid or payable from the Indemnity Escrow for any and all Share Ownership Claims, Working Capital Escrow Amount Claims, Dissenters’ Rights Claims, and Indemnification Claims in respect of any of the Specified Representations, any 401(k) Claims or any ESOP/DC Plan Claims or based on willful misconduct or fraud and (ii) the amount, if any, paid or payable from the Indemnity Escrow in respect of the representations and warranties in Article 3 other than those representations and warranties that may be the subject of any of the enumerated claims in the immediately preceding clause (i). Notwithstanding anything herein to the contrary, in no event shall the aggregate Liability of the Principal Stockholders under Sections 6.3 and 6.7, including their proportionate share of amounts paid to Buyer Indemnified Parties out of the Indemnity Escrow, exceed the sum of (x) the amount of the Working Capital Indemnity Amount, if any, and (y) 50% of the amount of the aggregate Merger Consideration received by the Stockholders. Notwithstanding anything herein to the contrary, the aggregate Liability of Buyer and Buyer’s Parent to Stockholder Indemnified Parties shall not exceed $5,000,000.
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Certain Caps on Indemnification Liability. Except for Core Representation Claims and claims based on fraud by any Seller, the aggregate Liability of Sellers under this Section 6.3 in respect of a misrepresentation or inaccuracy in, or breach of, any representation or warranty referenced in clause (c) of the first sentence of Section 6.3.1 shall not exceed $8,000,000. In no event shall the total indemnification Liability of Sellers under this Agreement (including all such Liability under this Section 6.3, Liability for Core Representation Claims, Liability for claims based on fraud by any Seller, and Liability claims based on Taxes under Section 6.7) exceed in the aggregate the cash amount paid or payable to Sellers in respect of the Purchase Price. Furthermore, except with respect to Ownership, Tax and SBA Claims and claims based on fraud by any Seller, until the IPP Escrow Amount, minus the amount of pending Indemnification Claims against such funds under this Section 6.3, is not greater than zero, Buyer Indemnified Parties shall be entitled under this Section 6.3 only to look to the IPP Escrow Amount for Indemnification Claims in respect of a misrepresentation or inaccuracy in, or breach of, any representation or warranty referenced in clause (c) of Section 6.3.1.
Sample 1
Certain Caps on Indemnification Liability. Except for Excepted Claims, (a) the aggregate Liability of the Company and Stockholders under this Section 6.3 in respect of (i) a breach of any Pre-Closing Covenant and (ii) a misrepresentation or inaccuracy in, or breach of, any representation or warranty in Article 3 (including any updated Article 3 Schedules) (clauses (a) and (b) collectively, the “Capped Claims”) shall not exceed (1) the Escrow Payment, plus any interest and other income earned thereon, and (2) the amount, if any, paid from the Escrow for any one or more Excepted Claims, and (b) Parent Indemnified Parties shall only be entitled under this Section 6.3 for indemnification of their Losses attributable to Capped Claims from the Escrow, except, if any, amounts are paid from the Escrow for Excepted Claims, the Company and Stockholders shall be jointly and severally liable for Losses attributable to Capped Claims in an aggregate amount not to exceed such Losses attributable to Excepted Claims paid from the Escrow. Notwithstanding anything herein to the contrary, the total Liabilities of the Parent Indemnifying Parties under this Agreement shall not exceed the Purchase Price, as adjusted pursuant to Section 2.2.
Sample 1
Certain Caps on Indemnification Liability. Except for Share Ownership Claims, Indemnification Claims in respect of Sections 3.12 or 3.13 and claims based on intentional acts, willful misconduct or fraud, the aggregate Liability of Sellers under this Section 6.3 in respect of a misrepresentation or inaccuracy in, or breach of, any representation or warranty in Article 3 or in the certificates delivered pursuant Section 7.2.1 shall not exceed the sum of (i) 15% of the Purchase Price and (ii) the amount, if any, paid or payable from the Initial Purchase Price Escrow for any one or more Share Ownership Claims, Indemnification Claims in respect of Sections 3.12 or 3.13 or for claims based on intentional acts, willful misconduct or fraud. Furthermore, until the Initial Purchase Price Escrow, minus the amount of pending Indemnification Claims against such funds under this Section 6.3 is not greater than zero, Buyer Indemnified Parties shall only be entitled under this Section 6.3 in respect of a misrepresentation or inaccuracy in, or breach of, any representation or warranty in Article 3 or in the certificates delivered pursuant Section 7.2.1 for the satisfaction of their Indemnification Claims to payments from the Initial Purchase Price Escrow. Notwithstanding anything herein to the contrary, the aggregate Liability of Buyer and Parent to Seller Indemnified Parties hereunder shall not exceed 100% of the Purchase Price.
Sample 1
Certain Caps on Indemnification Liability. (a) Except for Fundamental Representation Claims, Special Representation Claims and claims based on fraud by any Seller, the aggregate Liability of Sellers under this Section 6.3 shall not exceed $30 million, with indemnity payments for Fundamental Representations, Special Representations and fraud being excluded in determining if the above-referenced $30 million indemnity cap has been reached.
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Certain Caps on Indemnification Liability. Notwithstanding anything herein to the contrary, (a) the aggregate Liability of the Shareholders to Buyer Indemnified Parties for all Indemnification Claims under this Section 6.3 and Sections 6.7 and 6.17 shall not exceed $7,500,000, (b) the aggregate Liability of Buyer and Buyer’s Parent to Shareholders Indemnified Parties for all Indemnification Claims under this Section 6.3 and 6.7 shall not exceed $7,500,000, and (c) no Principal Shareholder shall be liable, in any case, for more than such Shareholder’s Pro Rata Share of any Losses for Indemnification Claims under this Section 6.3 and Sections 6.7 and 6.17.
Sample 1
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Related to Certain Caps on Indemnification Liability

  • Indemnification Limitation on Liability Insurance 27 14.1 Indemnification 27 14.2 Limitation on Liability 29 14.3 Insurance 29 Article 15 Dispute Resolution 30 15.1 Internal Resolution 30 15.2 Arbitration 30 Article 16 General Provisions 30 16.1 Subcontracting 30 16.2 Compliance With Laws and Policies 31 Article 17 Miscellaneous 31 17.1 Notices 31 17.2 Governing Law 32 17.3 Assignment 32 17.4 Force Majeure 33 17.5 Relationship of the Parties 34 17.6 Amendment; Waiver 34 17.7 Construction; Captions 34 17.8 Severability 34 17.9 Entire Agreement 34 17.10 Counterparts; Facsimiles 35 Exhibits Exhibit A Protocol Exhibit B Sample Analysis Plan Exhibit C Compound Supply Plan Exhibit D Press Release *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. COMBINATION STUDY COLLABORATION AGREEMENT THIS COMBINATION STUDY COLLABORATION AGREEMENT (“Agreement”) is made and entered into, effective as of August 24, 2015 (“Effective Date”), by and between Genentech, Inc., a Delaware corporation, having a principal place of business at 0 XXX Xxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (“Genentech”) and Syndax Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 000 Xxxxxx Xxxx Road, Suite 110, Waltham, Massachusetts 02451 (“Syndax”). Genentech and Syndax are each referred to herein individually as a “Party” and collectively as the “Parties.”

  • Certain Limitations on Indemnification (a) Notwithstanding anything to the contrary contained herein:

  • Limitation on Liability; Indemnification (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement.

  • Certain Limits on Indemnification Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to:

  • Specific Limitations on Indemnification Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be obligated under this Agreement to make any payment to Indemnitee with respect to any Proceeding:

  • Limitations on Indemnification No payments pursuant to this Agreement shall be made by the Company:

  • Indemnification Liability a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with or fulfill the obligations established by this Agreement.

  • Non Liability and Indemnification 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.

  • Indemnification and Limitation on Liability 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person.

  • 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.

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