Additional Limitations on Indemnification. With respect to indemnification by the Company or the Investors, (a) the Company and each Investor shall not be liable, as applicable, under this Article VI until the aggregate amount of all claims against the Company or such Investor, as applicable, in respect of indemnification under this Article VI, other than with respect to indemnification for breach of any Fundamental Representation or a breach of the representations set forth in Section 3.16 (Taxes), exceeds $4,257,365.13 (the “Threshold Amount”), in which event the Company or such Investor, as applicable, shall only be liable for claims in excess of the Threshold Amount, (b) the Company and each Investor shall not be liable, as applicable, under this Article VI, except with respect to indemnification for breach of any Fundamental Representation or a breach of the representations set forth in Section 3.16 (Taxes), for any individual or series of related costs, losses, liabilities, damages or expenses which do not exceed $100,000 (which costs, losses, liabilities, damages or expenses shall not be counted toward the Threshold Amount) and (c) the Company’s and the Investors’ maximum aggregate liability, as applicable, under this Article VI, other than with respect to indemnification for breach of any Fundamental Representation, shall be limited to $42,573,651.27; provided, however, each Investor will be entitled to its pro rata portion of any indemnification provided by the Company under this Article VI, based on the percentage of Purchased Securities purchased by such Investor and provided further that in no event will any Investor ever be liable for more than the amount of net proceeds received by such Investor under the Acquisition Agreement. Notwithstanding anything to the contrary contained herein, any damages otherwise indemnifiable under this Article VI shall be reduced by the amount of insurance proceeds actually recovered by a Company Related Party or Investor Related Party, as applicable, in respect of such damages (net of costs of collection, deductibles and retro-premium adjustments). Damages shall be determined without duplication of recovery by reason of the state of facts giving rise to such damages constituting a breach of more than one representation, warranty, covenant or agreement. Each of the parties acknowledges that indemnification obligations under this Agreement and the Acquisition Agreement may overlap, and agree that any such overlapping claim for indemnification may be made u...
Additional Limitations on Indemnification. 10.4.1. The amount of any Losses suffered, sustained or incurred by any Indemnified Party shall be reduced by the amount such Indemnified Party actually recovers (after deducting all attorneys’ fees, expenses and other costs of recovery (including any deductible amount), any resultant increase in insurance premiums of the Indemnified Party) from any insurer (excluding coverage under any self-insurance or captive insurance) or other Person then liable for such Losses and, in the case of Tax related items on Schedule 10.2.1(d) or Schedule 10.2.1(e), amounts already taken into account in determining the Final Working Capital Amount or Estimated Taxes Payable and amounts paid pursuant to Sections 8.8.6(b) and (c). No Indemnified Party shall be permitted to recover Losses in respect of a claim for which such Indemnified Party has otherwise been compensated for such matter pursuant to, or the Loss was taken into account under, any other provision of this Agreement, so as to avoid duplication or “double counting” of the same Loss.
10.4.2. If any Indemnified Party receives any amounts under insurance coverage or from any Person with respect to Losses sustained at any time subsequent to any payment to such Indemnified Party pursuant to this Article 10 then such Indemnified Party shall promptly reimburse the applicable Indemnifying Parties for any payment made up to such amount received under insurance coverage with respect to such Losses (subject to the limitations set forth in Section 10.4.1 above).
10.4.3. In connection with any Losses for which a Buyer Indemnified Party makes a claim, such Buyer Indemnified Party agrees to promptly submit the claim for such Losses against insurance coverage (including the R&W Insurance Policy and any environmental policy or policies) maintained by such Buyer Indemnified Party, to the extent such Buyer Indemnified Party reasonably concludes that coverage may be available thereunder. Following the submission of such claim for Losses, the Buyer Indemnified Parties covenant and agree to use good faith commercially reasonable efforts to recover the fullest extent of the Losses.
Additional Limitations on Indemnification. Notwithstanding any other provision of this Agreement:
Additional Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Agreement:
(a) SES shall not be obligated to indemnify any indemnified party with respect to any Losses to the extent that a specific accrual or reserve for the amount of such Loss was reflected on the AMC-23 Balance Sheet, the Leuk Balance Sheet or the Satlynx Balance Sheet;
(b) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, in each case other than any such damages paid or payable to a third party in connection with a Third Party Claim.
Additional Limitations on Indemnification. The parties hereto agree that with respect to each indemnification obligation in this Agreement, all Damages shall be net of (a) any insurance proceeds (minus the premium costs of such insurance) which have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification under this Agreement and (b) any Tax benefit arising from such Damages actually received in the year of such Damages by the Indemnified Party minus all costs and expenses associated with obtaining such Tax benefit. The parties hereto agree that Seller shall have no indemnification obligation for any Damages to any Indemnified Party to the extent they are duplicative of Damages to any other Indemnified Party that is an Affiliate of such Indemnified Party or that they have already recovered under another provision of this Agreement.
Additional Limitations on Indemnification. The indemnification obligations of Seller under this Agreement are subject to the following additional limitations:
(a) To the extent that insurance or "pass-through" warranty coverage from a manufacturer or other recovery or reimbursement from a third party is available to Buyer to cover any item for which indemnification may be sought hereunder, Buyer will exhaust all available remedies or causes of action to recover 20 the amount of the claim as may be available from such other party and will only seek indemnification against Seller if it fails to obtain such coverage or reimbursement or if such coverage or reimbursement is insufficient to satisfy the claim (and in the latter instance will only seek indemnity for the amount of such deficiency). Buyer's diligent pursuit of available remedies under this Section 7.7(a) will toll the running of the limitation period described in Section 7.6. To the extent Seller indemnifies Buyer on any claim referred to in the previous sentence, Buyer will assign to Seller, to the fullest extent allowable, its rights and causes of action with respect to such insurance, warranty coverage or third-party claim, or in the event assignment is not permissible, Seller will be allowed to pursue such claim in the name of Buyer at Seller's expense. Seller will be entitled to retain for their own account all recoveries made as a result of any such action. Buyer will provide Seller reasonable assistance in prosecuting such claim, including making its books and records relating to such claim available to Seller and making its employees and Representatives available for interviews and similar matters. If Buyer recovers from a third party any part of a claim that had been paid by Seller pursuant to its indemnification obligations hereunder, Buyer will promptly remit to Seller the amount of such recovery without regard to the time limitations imposed under this Article 7. Seller will have no liability with respect to any claim that would have been covered by insurance had Buyer maintained the same insurance coverage that was in effect before Closing with respect to the Business;
(b) Any amounts recoverable by Buyer under this Article 7 will be treated as an adjustment to the Purchase Price and will be net of any Tax benefits to Buyer. For purposes of this paragraph, "Tax benefit" will mean the present value of any refund, credit, or reduction in otherwise required Tax payments including any interest payable thereon, which present value wi...
Additional Limitations on Indemnification. (a) No claim, demand, suit or cause of action shall be brought against an indemnifying party by an indemnified party under Sections 6.1(a) and 6.1(b) or Sections 6.2(a) and 6.2(b) unless and until the aggregate amount of claims by such indemnified party exceeds Two Hundred Thousand Dollars ($200,000), in which case the indemnified party shall be entitled to indemnification from the indemnifying party only with respect to claims in excess of such amount.
(b) Notwithstanding anything in this Agreement to the contrary, the aggregate liability of (i) Ducommun and Buyer for indemnity payments under Section 6.2, shall in no event exceed two-thirds (2/3) of the Purchase Price and (ii) each of the Principal Shareholders for indemnity payments under Section 6.1 shall in no event exceed two-thirds (2/3) of the dollar amount of the Purchase Price such Principal Shareholder actually received.
(c) No claim for indemnification shall be made by Ducommun pursuant to Sections 6.1(a) or 6.1(b) or by the Shareholders pursuant to Sections 6.2(a) or 6.2(b) if initially made more than eighteen (18) months after the Closing Date, provided, however, that claims for breaches of the representations and warranties of Miltec and the Principal Shareholders made in Sections 2.4, 2.5(a), 2.11, 2.13, 2.15, 2.16 and 2.18 may be asserted until the expiration of the applicable statutes of limitations. No claim for indemnification shall be made by Buyer or Ducommun pursuant to Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) or 6.1(g) or by the Shareholders pursuant to Section 6.2(c) or 6.2(d) if initially made after the expiration of the applicable statute of limitations.
(d) Notwithstanding the provisions of this Section 6.7 to the effect that claims for indemnification under a section or subsection of this Agreement must be asserted prior to the expiration of specified periods, claims for indemnification shall survive the expiration of such periods (i) if such claims are submitted in writing to the indemnifying party prior to the expiration of the applicable periods and identified as claims for indemnification pursuant to this Agreement and (ii) as to any matter that is based upon fraud or willful misconduct by the indemnifying party, until such time as such claims and matters are resolved.
(e) None of the limitations contained in this Article VI shall apply to any obligation of any indemnifying party as to any matter that is based upon the fraud or willful misconduct of the indemnifying party.
Additional Limitations on Indemnification. (a) No claim for indemnification shall be made by Buyer pursuant to Sections 7.1(a), 7.1(b) or 7.1(c) or by Seller pursuant to Sections 7.2(a),(b) or (c) if made more than three (3) years after the Closing Date, provided, however, that claims for indemnification may be made by Buyer pursuant to Sections 7.1(a), 7.1(b) or 7.1(c) with respect to the representations and warranties made in Section 3.14 and Section 3.21 hereof for a period equal to the relevant statutes of limitation.
(b) Notwithstanding the foregoing, the limitations set forth in Section 7.7(a) do not apply to the indemnification obligations of Seller set forth in Sections 7.1(d), 7.1(e), 7.1(f), 7.1(g), 7 1(h) and 7.1(i).
(c) Notwithstanding the provisions of this Section 7.9 to the effect that an indemnifying party's obligations under such section shall expire at specified times set forth herein, such obligations shall continue (i) as to any matter as to which a claim is submitted in writing to the indemnifying party prior to such specified time and identified as a claim for indemnification pursuant to this Agreement and (ii) as to any matter that is based upon faud by the indemnifying party, until such time as such claims and matters are resolved.
Additional Limitations on Indemnification. The Company’s maximum aggregate liability under this Article X will be limited to the aggregate principal amount of the Notes outstanding on such date, but in no event greater than the aggregate Commitment. Notwithstanding anything to the contrary contained herein, any damages otherwise indemnifiable under this Article X shall be reduced by the amount of insurance proceeds actually recovered by the Investor Related Parties in respect of such damages (net of costs of collection, deductibles and retro-premium adjustments). Damages shall be determined without duplication of recovery by reason of the state of facts giving rise to such damages constituting a breach of more than one representation or warranty. Any claim for indemnification relating to a breach of a representation and warranty must be made in writing no later than the earlier of (a) one (1) year after the payment in full in cash and discharge of all Notes then outstanding under the Indenture and (b) two (2) years after the Closing Date.
Additional Limitations on Indemnification. Notwithstanding any other provision of this Agreement:
(a) Deductible Amount No amount of indemnity shall be payable in the case of claims by any Indemnified Person that arises from a breach of, or inaccuracy in, any Warranty unless, until and only to the extent that any Indemnified Person (individually or collectively with all other Indemnified Persons) has suffered or incurred actual Losses aggregating in excess of US$10,000 (the “Deductible Amount”), whereupon any Indemnified Person shall be entitled to claim indemnification only for the amount in excess of the Deductible Amount, subject to the other limitations set forth herein.
