Limitation on Indemnity Obligations. A Party, its Affiliates and their respective directors, officers, employees and agents shall not be entitled to the indemnities set forth in Sections 10.1 to the extent the Loss for which indemnification is sought was caused by the negligence, or by the reckless or intentional misconduct or omission, of such Party or its directors, officers, employees or agents.
Limitation on Indemnity Obligations. Neither Party nor its respective directors, officers, employees and agents shall be entitled to the indemnities set forth in Section 9.1 and Section 9.2 where the claim, loss, damage or expense for which indemnification is sought was caused by a negligent or intentional act or omission by such Party, its directors, officers, employees or authorized agents.
Limitation on Indemnity Obligations. Neither party, nor its Affiliates or Collaborators (in the case of Vertex), nor its and their respective employees and agents, shall be entitled to the indemnities set forth in this Section 8 where the claim, loss, damage or expense for which indemnification is sought was caused by a negligent act or intentional act of misconduct or omission by such party, its directors, officers, employees or authorized agents.
Limitation on Indemnity Obligations. The respective obligations of Sellers and Shareholder under Section 8.03(b) and of Buyer under Section 8.03(c) each shall be limited to an aggregate amount equal to the Purchase Price. Neither Sellers nor Shareholder nor Buyer shall make any Claim unless the aggregate amount of Claims by such party exceeds $100,000; provided, however, that any party making Claims hereunder for an amount in excess of $100,000 shall be entitled to indemnification with respect to the entire amount of its Claims.
Limitation on Indemnity Obligations. It is the intention of the parties that there be afforded to each of them certain de minimis protections with respect to the application of the foregoing indemnity provisions. Accordingly, notwithstanding anything in this Agreement to the contrary, the parties agree as follows:
Limitation on Indemnity Obligations. The Stockholders' obligation to indemnify the Indemnified Parties pursuant to this Agreement shall be payable only out of the Escrow Property (as defined in the Indemnity Escrow Agreement); provided, however, (i) the Stockholders' obligations to indemnify the Indemnified Parties for IP Tax Liabilities may be satisfied out of the Tax Escrow Shares held in accordance with the Tax Escrow Agreement, if any, and (ii) in the event the Escrow Property has been fully released in accordance with the terms of the Indemnity Escrow Agreement, each of the Stockholders shall remain severally but not jointly liable (to the amount of Merger Consideration received by such Stockholder pursuant to Section 2.1(a) hereof) for their pro rata share of Recourse Losses based upon their beneficial ownership of the Company Stock outstanding as of the Effective Time.
Limitation on Indemnity Obligations. The parties' indemnity obligations shall be limited as follows:
Limitation on Indemnity Obligations. Notwithstanding any provision of this Agreement to the contrary (including without limitation the indemnity provisions set out in Section 9), no Stockholder shall be personally liable for a breach of the covenants set out in this Section 10, nor for the breach of any covenants to which the Stockholder has personally agreed to in the Alliance Agreement included in the Transaction Documents, nor shall he or she be obligated for any indemnity or contribution for a breach of those covenants, unless that Stockholder either alone or with any other person, persons, company, partnership, corporation or business of whatever nature, engaged (whether for himself or herself or on behalf of any such other person or party, and whether directly or indirectly) in the activity that resulted in that breach of such covenants.
Limitation on Indemnity Obligations. Notwithstanding any other provision contained in this Agreement, the obligations of GSE Systems and Seller to indemnify the Buyer Group with respect to claims by the Buyer Group for breach of any of the representations and warranties contained in the Article 4 of this Agreement (except for the representations and warranties excluded as described below) shall be limited to a maximum of $5,000,000 USD, in the aggregate. This limitation shall not apply to any claims by Buyer under Article 11.1.b. (Excluded Liabilities), or Articles 4.9 (Title to Intellectual Property), 4.10 (Absence of Claims), 4.12 (Third Party Components in Software Programs), 4.13 (Third Party Interests or Marketing Rights in Software Programs), 4.16 (Encumbrances), 4.19 (Litigation), 4.20 (Court Orders), 4.21 (Taxes), or Article 10.9 (Year 2000).
Limitation on Indemnity Obligations. With respect to all claims for indemnification hereunder, the following limitations shall apply:
