3Limitations on Indemnification Sample Clauses

3Limitations on Indemnification. (a) A Party may assert a claim for indemnification pursuant to this Article VI only to the extent the Indemnified Party gives a notice to the Indemnifying Party specifying the factual basis of such claim in reasonable detail to the extent known to the notifying Party (i) for claims pursuant to Section 6.2(a)(i) or Section 6.2(b)(i), prior to the expiration of the applicable time period set forth in Section 6.1; (ii) for claims pursuant to Section 6.2(a)(ii) or Section 6.2(b)(ii), within one (1) year of the Closing Date; and (iii) for claims pursuant to Section 6.2(a)(iii) or Section 6.2(b)(iii), at any time following the Closing. If any claim for indemnification is not made in accordance with Section 6.5 and the foregoing sentence by a Party on or prior to the applicable date set forth in Section 6.1 or this Section 6.3(a), the other Party’s indemnification obligations with respect thereto will be irrevocably and unconditionally released and waived. (b) Notwithstanding any provision to the contrary contained in this Agreement, neither Party shall have Liability to the other Party pursuant to Section 6.2 unless and until the amount of such Losses, individually or in the aggregate, exceed five hundred thousand dollars ($500,000) and then, only for the Losses above that amount. (c) Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of the indemnification obligation of Idaho Power under Section 6.2(a) to PacifiCorp and its Affiliates and Representatives shall not exceed an amount equal to the PacifiCorp Purchase Price. Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of the indemnification obligation of PacifiCorp under Section 6.2(b) to Idaho Power and its Affiliates and Representatives shall not exceed an amount equal to the Idaho Power Purchase Price. (d) The Parties acknowledge and agree that if any Party has knowledge of a material failure of any condition set forth in Section 2.9 or of a material breach by the other Party of any representation or warranty or covenant or agreement contained in this Agreement, through disclosure by the other Party pursuant to Section 4.6 or because any Party is otherwise aware, to Idaho Power’s Knowledge or to PacifiCorp’s Knowledge, respectively, of any such material failure or material breach by the other Party, and such Party proceeds with the Closing, such Party shall be deemed to have waived such condition or breach (but then only to the ext...

3Limitations on Indemnification. Except for Fraud, as to which claims may be brought without limitation as to time or amount:

3Limitations on Indemnification. (a) For all purposes of this Article III, “Losses” shall be net of (i) any recovery or benefit (including insurance and indemnification, but not including taxes) actually received by the Indemnified Party or any member of its Group, net of reasonable expenses incurred in obtaining such recovery or benefit, in connection with such Losses and, if the Indemnified Party or any member of its Group receives such recovery or benefit after receipt of payment from the Indemnifying Party, then the amount of such recovery or benefit, net of reasonable expenses incurred in obtaining such recovery or benefit, shall be promptly paid to the Indemnifying Party; and (ii) any tax benefit actually realized by the Indemnified Party or any member of its Group arising as a result of the accrual, incurrence or payment of any such Losses, reduced by any tax detriment resulting from the receipt or accrual of the related indemnification payment hereunder.

3Limitations on Indemnification. (a) Seller shall not have any obligation to indemnify the Buyer Indemnified Parties in respect of any Losses for which indemnification is claimed under Section 7.2(a) (other than for claims in respect of Fraud or breaches of Fundamental Representations or Section 3.9): (i) if the Losses associated with any individual claim or series of related claims are less than thirty-seven thousand five hundred dollars ($37,500) (the “De Minimis Claim Amount”), it being understood that any such individual claim for amounts less than the De Minimis Claim Amount shall be included in determining whether the Threshold Amount has been exceeded and (ii) unless and until the aggregate of such Losses exceeds three hundred thousand dollars ($300,000) (the “Threshold Amount”), at which point Seller will be obligated to indemnify the Buyer Indemnified Parties from and against all such Losses hereunder, including, without limitation, all amounts below the Threshold Amount. (b) Seller shall not have any obligation to indemnify the Buyer Indemnified Parties in respect of any Losses for which indemnification is claimed under Section 3.9 and Section 7.2(d) (other than Losses in respect of clause (b) of the definition of Indemnified Taxes) if the Losses associated with any individual claim or series of related claims are less than five thousand dollars ($5,000); provided, however, that such limitation shall not apply if the total amount of Losses for which indemnification is claimed under Section 3.9 and Section 7.2(d) (other than Losses in respect of clause (b) of the definition of Indemnified Taxes) equals or exceeds fifty thousand dollars ($50,000). The maximum amount of Losses on a collective basis that may be ​ ​ ​ recovered or asserted in any claim(s) by the Buyer Indemnified Parties under Section 7.2(a) (other than with respect to Fraud, Section 7.2(d), or any inaccuracy or breach of any Fundamental Representation or of the representations and warranties set forth in Section 3.5(c) or Section 3.9) is an amount equal to two million five hundred thousand dollars ($2,500,000) (the “Cap”), which Cap shall be reduced by any amounts paid by the Seller in respect of Losses (other than Losses in respect of clause (b) of the definition of Indemnified Taxes) arising under Section 7.2(d) and/or Section 7.2(a) with respect to any inaccuracy or breach in Section 3.9, in each case, in excess of the Base Tax Cap. The maximum amount of Losses on a collective basis that may be recovered or asser...