Certain Other Limitations. It shall
Certain Other Limitations. (a) If an Indemnified Party is at any time entitled by reason of a contractual right to recover from a Third Party any amount in respect of any matter giving rise to Damages, the Indemnified Party shall [***]; provided, further, for the avoidance of doubt, that the foregoing shall not limit an Indemnified Party’s ability to recover Damages pursuant to this ARTICLE 11 (Indemnification; Remedies). In any case where an Indemnified Party recovers from Third Parties any amount in respect of a matter with respect to which an Indemnifying Party has indemnified it pursuant to this ARTICLE 11 (Indemnification; Remedies), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter.
Certain Other Limitations. The Seller shall not permit the Seller to be named as an insured on an insurance policy held by another Company Party or covering the property of any other Company Party, except to the extent the Seller shall bear the expenses thereof, or enter into an agreement with the holder of such policy whereby in the event of a loss in connection with such property not owned by the Seller, proceeds are paid to the Seller.
Certain Other Limitations. (i) The Sellers shall not be required to make any indemnification payment (including, for the avoidance of doubt, any payment by the Escrow Agent to an Indemnitee from the Escrow Fund in accordance with Section 9.6 and the Escrow Agreement) pursuant to Section 9.2(a)(vii) with respect to any Specified Tax Proceeding until such time as the total amount of all Damages (calculated after giving effect to Section 9.2(c)(i)) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise directly or indirectly become subject, in connection with Specified Tax Proceedings exceeds an amount equal to $53,000,000 multiplied by the Purchaser Secondary Ownership Percentage (the “Apportioned Litigation Reserve Amount”). If the total amount of such Damages with respect to Specified Tax Proceedings exceeds the Apportioned Litigation Reserve Amount, then (subject to the limitations set forth in Section 9.3(a)), the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the portion of such aggregate Damages that exceeds the Apportioned Litigation Reserve Amount. (ii) Notwithstanding anything to the contrary contained in this Agreement: (A) any indemnification, compensation or reimbursement sought under Section 9.2(a)(vi) for a non-meritorious claim will be subject to the same limits under this Section 9.3 that would apply if such claim were meritorious; (B) in the event of the assertion or commencement by any Person of any claim or Legal Proceeding against an Acquired Company with respect to which the Sellers are obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to Section 9.2(a)(vi), the aggregate amount of Damages that Purchaser and Parent will be deemed to have suffered, incurred or otherwise become subject to for purposes of Section 9.2(a)(vi) will be calculated after giving effect to Section 9.2(c)(i); and (C) in the event of the assertion or commencement by any Person of any claim or Legal Proceeding against Purchaser with respect to which the Sellers are obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to Section 9.2(a)(vi), the aggregate amount of Damages that Purchaser will be deemed to have suffered, incurred or otherwise become subject to for purposes of Section 9.2(a)(vi) will be calculated after giving effect to clause “(A)” of Section 9.2(c)(ii). (d)
Certain Other Limitations. Notwithstanding anything herein to the contrary, the Company agrees not to enter into any transaction which, by reason of any adjustment hereunder, would cause the Current Warrant Price to be less than the par value per share of Common Stock.
Certain Other Limitations. The Issuer shall not permit the Issuer to be named as an insured on an insurance policy held by another Company Party or covering the property of any other Company Party, except to the extent the Issuer shall bear the expenses thereof, or enter into an agreement with the holder of such policy whereby in the event of a loss in connection with such property not owned by the Issuer, proceeds are paid to the Issuer.
Certain Other Limitations. The Issuer shall not permit the Issuer to be named as an insured on the insurance policy covering the property of Alliance, or enter into an agreement with the holder of such policy whereby in the event of a loss in connection with such property, proceeds are paid to the Issuer.
Certain Other Limitations. (a) The rights of the Purchaser Indemnitees to indemnification by Xxxxxxxx pursuant to Section 11.1(ii) shall be subject to the limitations that (i) they shall not be entitled to indemnification with respect to an individual matter unless and until the amount of Damages with respect to such individual matter exceeds $10,000, (ii) they shall not be entitled to indemnification unless the aggregate Damages with respect to all such claims exceeds $2,000,000, in which event, subject to clause (iii) below, the indemnification provided for in Section 11.1(ii) shall be effective only with respect to the amount of such Damages which exceeds $2,000,000 and (iii) the maximum amount of Campbell's indemnification obligation thereunder shall not exceed an aggregate of $15,000,000. The rights of the Xxxxxxxx Indemnitees to indemnification by Purchaser and/or Silgan pursuant to Section 11.2(ii) shall be subject to the limitations that (i) they shall not be entitled to indemnification with respect to an individual matter unless and until the amount of Damages with respect to such individual matter exceed $10,000, (ii) they shall not be entitled to indemnification unless the aggregate Damages with respect to all such claims exceed $2,000,000, in which event, subject to clause (iii) below, the indemnification provided for in Section 11.2(ii) shall be effective only with respect to the amount of such Damages which exceeds $2,000,000, and (iii) the maximum amount of Purchaser's indemnification obligation thereunder shall not exceed $15,000,000.
Certain Other Limitations. 44 11.10 Indemnification Exclusive Remedy............................. 44
