ADDITIONAL LIMITATIONS ON INDEMNIFICATION RIGHTS Sample Clauses

ADDITIONAL LIMITATIONS ON INDEMNIFICATION RIGHTS. (a) Subject to the provisions of SECTIONS 9.04(b) and (c) below it is understood and agreed that no claim for recovery of indemnifiable damages may be asserted based on a representation, warranty or applicable portion thereof set forth in this Agreement or the Transaction Documents after such representation, warranty or applicable portion thereof has been extinguished in accordance with SECTION 8.03 hereof. The date on which a claim would be extinguished in accordance with SECTION 8.03 but for the provisions of this SECTION 9.04 is sometimes referred to as the "EXPIRATION DATE" of such claim.
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ADDITIONAL LIMITATIONS ON INDEMNIFICATION RIGHTS. 37 9.4 SOLE REMEDY FOR DAMAGES.............................................................................37
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ADDITIONAL LIMITATIONS ON INDEMNIFICATION RIGHTS. (a) A Minority Shareholder's indemnity obligations under Section 10.2 or 10.3 hereof shall be limited as follows: (i) a Minority Shareholder will have no liability (for indemnification or otherwise) in excess of the amount of the Acquisition Price received by such Minority Shareholder and (ii) except with respect to the matters set forth in the following sentence, a Minority Shareholder's indemnity obligations under Section 10.2 or 10.3 hereof shall be limited to his or her proportionate share of such obligation, based upon his or her respective percentage ownership of the Company as set forth on Part 3.3 of the Shareholders' Disclosure Letter. With respect to Section 3.3(b) which specifically concerns the Shareholders as individuals, each Minority Shareholder makes such representation and warranty individually and only as the representation and warranty specifically relates to such Minority Shareholders, and each such Minority Shareholder shall have individual responsibility and liability with respect to such representation and warranty.
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Related to ADDITIONAL LIMITATIONS ON INDEMNIFICATION RIGHTS

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

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

  • 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:

  • Limitations on Indemnification Obligations (a) The amount which any Party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") in respect of Damages or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

  • Limitations on Indemnity No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:

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

  • Limitations on Additional Indemnity No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:

  • 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.

  • Additional Indemnification; Limitation of Liability A. Subject to Section 2(A), USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBFS’s sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic Services as promptly as is reasonably possible.

  • Additional Limitation of Liability The parties hereto are expressly put on notice that a Certificate of Trust, referring to the Trust’s Agreement and Declaration of Trust (the “Certificate”), is on file with the Secretary of the State of Delaware. The Certificate was executed by a trustee of the Trust on behalf of the Trust as trustee, and not individually, and, as provided in the Trust’s Agreement and Declaration of Trust, the obligations of the Trust are not binding on the Trust’s trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust, or the particular series in question, as the case may be. Further, the liabilities and obligations of any series of the Trust shall be enforceable only against the assets belonging to such series, and not against the assets of any other series.

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