Additional Limits on Indemnification Sample Clauses
Additional Limits on Indemnification. Anything elsewhere in this Agreement to the contrary notwithstanding, neither Party nor any Indemnitee shall be entitled to indemnification pursuant to Section 5.7(b) of this Agreement:
Additional Limits on Indemnification. The obligation of Sellers and Equity Holder to indemnify the Buyer Indemnitees pursuant to Section 7.2 is subject to the following additional limitations and qualifications:
(a) Sellers, Equity Holder and Guarantor shall have no indemnification liability pursuant to Section 7.2(a) until the aggregate amount of all Losses incurred by the Buyer Indemnitees exceeds $400,000 (the “Deductible”), and thereafter, Seller, Equity Holder and Guarantor shall be liable for the amount of such Losses in excess of the Deductible.
(b) The maximum aggregate indemnification obligation of Sellers, Equity Holder and Guarantor pursuant to Section 7.2(a) (except for claims based upon or arising from breaches of any Fundamental Representations) shall not exceed $4,000,000 (the “Cap”); provided, however, the Cap shall not apply to claims for Losses based upon or arising from any Fraud.
(c) The maximum aggregate amount that may be recovered by all Buyer Indemnitees with respect to any action or claim claims based upon or arising from breaches of any Fundamental Representations (excluding claims for Losses based upon or arising from any Fraud) under Section 7.2(a) shall not exceed the Purchase Price.
Additional Limits on Indemnification. (a) Notwithstanding any other provisions of this Agreement, Sellers’ indemnification obligations under Section 6.2 are subject to the following limitations:
(i) Buyer shall not be entitled to indemnification pursuant to Section 6.2(a) until the cumulative aggregate amount of indemnifiable Losses under such Section exceeds $10,000 and then Buyer shall be entitled to indemnification on all Losses back to the first dollar.
(ii) In no event shall the cumulative aggregate liability of Sellers pursuant to Section 6.2 exceed six million dollars ($6,000,000).
(iii) Each Seller shall be individually, solely and entirely responsible for a breach by such Seller of a representation and warranty set forth in Article III, and no other Seller shall have any liability therefor.
(iv) Each Seller shall be liable for such Seller’s Pro-Rata Percentage of any indemnification liability of Sellers not subject to clause (iii) above (A) solely up to such Seller’s Pro-Rata Percentage of the Purchase Price. Except as set forth in clause (iii) above below, no Seller shall have any liability to Buyer in excess of such Seller’s Pro-Rata Percentage of the Purchase Price.
(v) If, as of the Closing, Buyer has Knowledge of any misrepresentation or any breach of any representation and warranty of Sellers contained herein, such misrepresentation or breach of representation and warranty shall be deemed to be irrevocably waived by Buyer (but solely to the extent that Buyer had Knowledge of such misrepresentation or breach), and Buyer shall be deemed to have fully released and forever discharged Sellers on account of any and all claims or demands, known or unknown, with respect to such misrepresentation or breach of representation and warranty (but solely to the extent that Buyer had Knowledge of such misrepresentation or breach).
(b) Notwithstanding any other provisions of this Agreement, Buyer’s indemnification obligations under Section 6.3 are subject to the following limitations:
(i) In no event shall the cumulative aggregate liability of Buyer pursuant to Section 6.3 exceed the six million dollars ($6,000,000).
(ii) If, as of the Closing, Sellers have Knowledge of any misrepresentation or any breach of any representation and warranty of Buyer contained herein, such misrepresentation or breach of representation and warranty shall be deemed to be irrevocably waived by Sellers (but solely to the extent that Sellers had Knowledge of such misrepresentation or breach), and Sellers shall be deeme...
Additional Limits on Indemnification. (i) If, at the Closing, (A) Refraco has actual knowledge that any of the representations and warranties of the APHI Shareholders contained in Article IV or Article IVA of this Agreement are untrue, and (B) Refraco elects to consummate the Closing Transactions, then the APHI Shareholders shall have no liability hereunder by reason of any such misrepresentation or breach of warranty to the extent it would have constituted a failure of a condition to Refraco's obligation to effect the Closing Transactions as set forth in Article IX.
(ii) If, at the Closing, (A) MTI has actual knowledge that any of the representations and warranties of the Individual Shareholders contained in Article V of this Agreement are untrue, and (B) MTI elects to consummate the Closing Transactions, then the Individual Shareholders shall have no liability hereunder by reason of any such misrepresentation or breach of warranty to the extent it would have constituted a failure of a condition to MTI's obligation to effect the Closing Transactions as set forth in Article IX.
(iii) If, at the Closing, (A) the APHI Shareholders have actual knowledge that any of the representations and warranties of Alpine and Refraco contained in Article III of this Agreement are untrue, and (B) the APHI Shareholders elect to consummate the Closing Transactions, then Alpine and Refraco shall have no liability hereunder by reason of any such misrepresentation or breach of warranty to the extent it would have constituted a failure of a condition to the APHI Shareholders' obligation to effect the Closing Transactions as set forth in Article IX.
Additional Limits on Indemnification. Anything elsewhere in this Agreement to the contrary notwithstanding, neither Party nor any Indemnitee shall be entitled to indemnification pursuant to the indemnity provisions of this Agreement:
5.4.8.1 For any amount by which a covered Loss is increased because Indemnitee failed to give Indemnified Party notice thereof within a reasonable time after learning that such covered Loss exists;
5.4.8.2 For any portion of any covered Third Party Claim to the extent settled or compromised by Indemnitee without the prior written consent of Indemnifying Party, which consent may not be unreasonably withheld or delayed, while Indemnifying Party has undertaken and continues the defense of such Third Party Claim in accordance with the terms of the indemnity provisions of this Agreement; or
5.4.8.3 For any amount in excess of the highest bona fide offer by Indemnifying Party to settle or compromise any covered Third Party Claim where such offer of settlement or compromise includes a complete release of, or complete covenant not to sue, Indemnitee by the Third Party Claimant and the Third Party Claimant states in writing that such offer of settlement or compromise is unconditionally acceptable to it but the settlement or compromise is prevented from occurring by any action or any withholding of consent or approval on the part of Indemnitee.
Additional Limits on Indemnification. Notwithstanding any other provisions of this Agreement, Sellers' indemnification obligations under Section 6.2 are subject to the following limitations:
Additional Limits on Indemnification. Notwithstanding any provision set forth in this Article VIII to the contrary:
(i) No Parent Indemnified Party shall be entitled to indemnification hereunder with respect to any Losses that are punitive, special or exemplary;
(ii) Parent acknowledges and agrees that for purposes hereof, Losses shall be calculated based on the amount of Loss that remains after (A) deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by a Parent Indemnified Party from any third party with respect thereto (and a Parent Indemnified Party shall exhaust all of its remedies against applicable insurers, indemnitors or contributors prior to seeking indemnification hereunder or agree to refund any indemnity payment received by it to the extent of any such recovery), and (B) taking into account any Federal, state, local or foreign tax benefits actually realized by such Parent Indemnified Parties that actually reduce cash Taxes payable by such Parent Indemnified Parties within 18 months following the Closing Date by reason of any Loss;
(iii) No Parent Indemnified Party shall be entitled to indemnification hereunder for any Loss arising from a breach of any representation, warranty or covenant or Tax Loss set forth herein (and the amount of any Loss incurred in respect of such breach shall not be included in the calculation of any limitations on indemnification set forth herein) to the extent that such liability is included in the Estimated Net Working Capital or the Final Net Working Capital; and
(iv) Each Parent Indemnified Party or Company Indemnified Party, as applicable, shall take all commercially reasonable measures to mitigate all Losses upon and after becoming aware of any event which could reasonably be expected to give rise to Losses.
Additional Limits on Indemnification