Indemnification Limitation. Notwithstanding anything contained herein to the contrary, the Indemnified Company Parties shall look exclusively to the Contributor’s Units for indemnification under this Section 3.3 (valuing each Unit at the initial public offering price of the Common Stock in the Public Offering) and, with respect to any indemnification (other than those claims made with respect to a breach of Sections 3.2(a)(ii)(z), 3.2(b), (c), (e), (f) and (j) (the “Full Value Representations”)), the aggregate recovery that may be sought or obtained under this Agreement or under applicable law for all breaches or claims for indemnification hereunder shall not exceed twenty-five percent (25%) of the Consideration (valuing each Unit at the initial public offering price of the Common Stock in the Public Offering) (the “Maximum Liability”). Without limiting the generality of the foregoing, the Contributor acknowledges that its indemnification liability for any breach of the Full Value Representations shall be up to the value of its Units (valuing each Unit at the per-share initial public offering price of the Common Stock in the Public Offering). Notwithstanding anything contained herein to the contrary, no Indemnified Party shall have the right to receive or recover incidental, special, consequential or punitive damages against the Indemnifying Party by reason of any breach under or in connection with this Agreement or any schedule, exhibit, certificate or affidavit or any other document delivered by the Contributor or the Company or the Operating Partnership, as applicable, pursuant to this Agreement (unless such incidental, special or consequential (but not punitive) damages are incurred by an Indemnified Party as a result of a third party claim for Losses), and each Indemnified Party hereby waives any and all rights to receive such damages.
Indemnification Limitation. (a) Each Indemnified Party under this Article IX shall use its reasonable efforts to mitigate Damages for which it seeks indemnification hereunder, and shall assign to the Indemnifying Party all of such Indemnified Party's claims for recovery against third parties as to Damages, whether by insurance coverage, contribution claims, subrogation or otherwise.
Indemnification Limitation. To the extent allowed by applicable law, Licensor's aggregate liability for any infringement claim is limited to the lesser of $U.S. 1.5 million or twice the amount paid by You for the Software or deliverable (which amount includes Maintenance fees for Linux Product) giving rise to the claim. This limit does not apply to expenses incurred by Licensor in defending the claim.
Indemnification Limitation. Anything contained in this Section 16.1 to the contrary notwithstanding, the obligation of Seller to indemnify Purchaser hereunder shall arise only at such time as Purchaser shall have paid the cumulative sum of $10,000 as the result of any matter or matters occurring under Sections 16.1.1 and 16.1.2 hereof, in which event the indemnity obligations of Seller hereunder shall exist only to the extent that such payments, in the aggregate, exceed the sum of $10,000. Seller shall have no obligation to indemnify the Purchaser for any specific item which is covered by the title insurance delivered to Purchaser at Closing.
Indemnification Limitation. Cap. Sellers shall have no obligation to indemnify the Purchaser Indemnified Persons under Section 12(b)(ii), and no indemnification claims or any other claims shall be brought against Sellers, absent fraud or willful misconduct (“dol”) for Losses in excess of an amount, in the aggregate, equal to the lesser of (i) €5,000,000 (five million euros) and (ii) the total Purchase Price actually received by Sellers hereunder (the “Indemnification Cap”); provided, however, that the Indemnification Cap shall not apply to Losses arising under or related to (i) Section 12(b) due to a breach of the Extended Representations or the Tax Representations, (ii) Sections 12(b)(ii)(C) through 12(b)(ii)(G), and (iii) Section 3(b)(v).
Indemnification Limitation. Any indemnification or similar hold harmless obligation(s) under this Agreement shall not be enforceable to the extent that a court of competent jurisdiction conclusively determines that such obligation(s) is/are prohibited by Law. The Parties expressly acknowledge that none of the Transaction Documents constitutes a "contract or agreement relative to the construction, alteration, repair or maintenance of any building, structure or appurtenances thereto" as that phrase is used in Connecticut General Statutes § 52-572k.
Indemnification Limitation. 19 7.6. Indemnification for Negligence of Indemnified Party...............20
Indemnification Limitation. Subject to Section 8.5, the aggregate indemnification obligation of the Stockholder under Section 8.1(a) and of Quanta and Newco under Section 8.2(a) shall be limited to $60,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 8.6 not apply to fraudulent misrepresentations.
Indemnification Limitation. To the extent allowed by applicable law, the Vendor's aggregate liability for any infringement claim is limited to the lesser of $100,000 or the amount paid by the Customer for the Software giving rise to the claim. This limit does not apply to expenses incurred by the Vendor in defending the claim.
Indemnification Limitation. To the extent allowed by applicable law, the Vendor's aggregate liabil- ity for any infringement claim is limited to the lesser of €100,000 or the amount paid by the Customer for the Software giving rise to the claim. This limit does not apply to expenses incurred by the Vendor in defend- ing the claim.
