RESTRICTION ON INDEMNIFICATION Sample Clauses

RESTRICTION ON INDEMNIFICATION. Except as provided in Section 8.5 of this Agreement, notwithstanding Section 14.1 of this Agreement, neither the General Partner nor any officer, Affiliate, director, employee, agent, subsidiary or assign of the General Partner or of the Partnership shall be indemnified against any liability, loss or damage incurred by the General Partner in connection with (i) any claim or settlement involving allegations that the Securities Act of 1933 was violated by the General Partner or by any such other person unless (a) the General Partner or other persons seeking indemnification are successful in defending such action, and (b) such indemnification is specifically approved by a court of competent jurisdiction which shall have been advised as to the current positions of, both, the Securities and Exchange Commission and the California Commissioner of Corporations regarding indemnification for violations of securities law or (ii) any liability imposed by law, including liability for fraud, bad faith or negligence, and the provisions of Paragraph 8.5.1 of this Agreement have been satisfied by the General Partner. IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE SECURITIES ACT OF 1933 IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT ACT AND, THEREFORE, IS UNENFORCEABLE. 15.
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RESTRICTION ON INDEMNIFICATION. No indemnification or advance shall be made under this Article, except as provided in Sections 4, 5(d) and 6 hereof, in any circumstance where it appears that it would be inconsistent with (a) a provision of the Articles of Incorporation of the Corporation, its bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or (b) any condition expressly imposed by a court in approving a settlement.
Sample 1
RESTRICTION ON INDEMNIFICATION. In no event shall Buyers be liable to any Seller Indemnified Party for damages pursuant to Section 9.2(a)(i)(1) until the aggregate amount of damages pursuant to such Section for which the Buyers is obligated to provide indemnity exceeds $1,000,000 (the "Buyer Indemnity Deductible"), after which Buyers shall have liability for the amount of such resulting Losses in excess of $1,000,000, but in no event shall Buyers' liability under Section 9.2(a)(i)(1) exceed an aggregate amount of $10,000,000, not including the amount of the Buyer Indemnity Deductible (the "Buyer Indemnity Cap") (other than with respect to a breach of the representations contained in Sections 5.2 and 5.4 as to which to the Buyer Indemnity Deductible and the Buyer Indemnity Cap shall not apply). In no event shall Sellers be liable to any Buyer Indemnified Party for damages pursuant to Sections 9.2(a)(iii)(A)(1) or 9.2(a)(iii)(B)(1) until the aggregate amount of damages pursuant to such Sections for which Sellers (taken collectively) are obligated to provide indemnity exceeds $1,000,000 (the "Sellers Indemnity Deductible), after which AAPT Seller, for itself, or the CAP Sellers, for themselves, jointly and severally, shall have liability for the amount of such resulting Losses in excess of $1,000,000, but in no event shall Sellers' liability under Sections 9.2(a)(iii)(A)(1) or 9.2(a)(iii)(B)(1) exceed an aggregate amount of $10,000,000, not including the amount of the Sellers Indemnity Deductible (the "Sellers' Indemnity Cap") (other than with respect to a breach of the representations contained in Sections 4.2 and 4.19 as to which to the Seller Indemnity Deductible of the Seller Indemnity Cap shall not apply). For the avoidance of doubt, the Buyer Indemnity Deductible and the Sellers Indemnity Deductible and Buyer Indemnity Cap and Seller Indemnity Cap set forth in this Section 9.2(c) shall not affect Buyers' or Sellers' payment obligations in connection with Article 2 (other than as provided in Sections 2.4(g)(ii)), Sections 9.2(a)(i)(2)-(5), 9.2(a)(iii)(A)(2)-(4) or 9.2(a)(iii)(B)(2)-(4), or Article 11, as applicable.
Sample 1
RESTRICTION ON INDEMNIFICATION. Except as provided in Section 8.5 of this Agreement, notwithstanding Section 14.1 of this Agreement, the General Partner and any officer, Affiliate, director, employee, agent, subsidiary or assign of the General Partner or of the Partnership shall not be indemnified against any liability, cost, settlement, loss or damage incurred by the General Partner in connection with (i) any claim or settlement arising from or out of a violation of state or federal securities laws associated with the offer and sale of the Units by the General Partner or by any the other person unless (a) the General Partner or other persons seeking indemnification are successful in defending such action, and (b) such indemnification is specifically approved by a court of competent jurisdiction which shall have been advised as to the current positions of, both, the Securities and Exchange Commission and the State of California Commissioner of Corporations regarding indemnification for violations of securities laws before seeking court approval or (ii) any liability imposed by law, including liability for fraud, bad faith or negligence, and the provisions of Paragraph 8.5.1 of this Agreement have been satisfied by the General Partner. IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE SECURITIES ACT OF 1933 IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT ACT AND, THEREFORE, IS UNENFORCEABLE. 24 25 15.
Sample 1

Related to RESTRICTION ON INDEMNIFICATION

  • Limitation on Indemnification Any indemnification provided under this Section 14 shall be recoverable only out of the assets of the Company and not from the Members.

  • 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.

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

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

  • Limitation on Indemnity Notwithstanding anything contained herein to the contrary, the Company shall not be required hereby to indemnify the Indemnitee with respect to any action, suit, or proceeding that was initiated by the Indemnitee unless (a) such action, suit, or proceeding was initiated by the Indemnitee to enforce any rights to indemnification arising hereunder and such person shall have been formally adjudged to be entitled to indemnity by reason hereof, (b) authorized by another agreement to which the Company is a party whether heretofore or hereafter entered, or (c) otherwise ordered by the court in which the suit was brought.

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

  • Limitation on Indemnities The indemnities provided in this Section 2 by Customer to MSIL and its affiliates shall be inapplicable in the event of any losses, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any agreement of MSIL contained in this Agreement to the extent caused by such event. Likewise, the indemnities provided in this Section 2 by MSIL to Customer and its successors and assigns shall be inapplicable in the event of any losses, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any representation, warranty or agreement of Customer contained in this Agreement to the extent caused by such breach.

  • Limits on Indemnification Notwithstanding anything to the contrary contained in this Agreement:

  • 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:

  • 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.

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