Ceiling on Claims for Losses Sample Clauses

Ceiling on Claims for Losses. (i) The maximum aggregate liability of the Company Securityholders for indemnification under Section 8.2(a) (other than for a claim for indemnification arising out of or related to any Fundamental Representation or the representations and warranties set forth in Section 2.10 (Taxes) and Section 2.27 (Healthcare Regulatory Matters)) shall be an amount equal to the available Indemnification Escrow Funds.
Sample 1Sample 2
AutoNDA by SimpleDocs
Ceiling on Claims for Losses. The maximum aggregate liability of a Party from whom indemnification is sought hereunder (such Party, the “Indemnifying Party”) for indemnification under Section 9.2(a) (with respect to the Seller Indemnifying Parties, and except as set forth in the proviso to this sentence) or under Section 9.3(a) (with respect to Buyer) shall not exceed $1,700,000 (the “Cap”), provided, however, that the maximum aggregate liability of the Seller Indemnifying Parties for indemnification for Losses (i) relating to Special Carve-Out Claims under Section 9.2(a), (ii) with respect to claims based on fraud and (iii) with respect of claims made pursuant to Sections 9.2(b) or 9.2(c) shall not be limited by the Cap, but shall not, when aggregated with all other claims for indemnification under Section 9.2, exceed the Aggregate Purchase Price plus the purchase price paid pursuant to the Asset Purchase Agreement and the Xxxx of Sale.
Sample 1Sample 2
Ceiling on Claims for Losses. The maximum aggregate liability of Seller for indemnification under Section 5.2(a) hereof will not exceed fifty percent (50%) of the Purchase Price (the "Cap"). The maximum aggregate liability of Buyer for indemnification under Section 5.3(a) hereof will not exceed the Cap. Notwithstanding the foregoing, the Cap shall not apply to any Fundamental Claim. The maximum aggregate amount of liability of Seller for all indemnification hereunder will not exceed the Purchase Price. The maximum aggregate amount of liability of Buyer for all indemnification hereunder will not exceed the Purchase Price.
Sample 1
Ceiling on Claims for Losses. Each of the maximum aggregate liability of the Sellers for indemnification under Section 5.2 hereof, and the maximum aggregate liability of the Buyer for indemnification under Section 5.3 hereof, will not exceed $600,000; provided, however, that the maximum aggregate liability of Sellers for any Fundamental Claims and the maximum aggregate liability of Buyer for any Fundamental Claims will not exceed the Purchase Price, plus the Earnout Payment to be paid to Sellers.
Sample 1
Ceiling on Claims for Losses. Except for any Losses incurred as a result of a Specified Claim, the maximum aggregate liability of the applicable Indemnitor for indemnification under Section 7.2(a) or Section 7.4(a) shall not exceed: (x) with respect to Buyer as Indemnitor, an amount equal to the Escrow Funds, and (y) with respect to Seller as Indemnitor, funds available in the Escrow Fund. For Losses incurred as a result of any Specified Claim or for indemnification pursuant to Section 7.2(b) or Section 7.4(b), the maximum aggregate liability of the applicable Indemnitor under Section 7.2(a), Section 7.2(b) or Section 7.4(b), as applicable, shall not exceed an amount equal to the Consideration actually received by Seller, as adjusted pursuant to the terms of this Agreement. For the avoidance of doubt, in the event a claim by an applicable Indemnitor could be brought under either Sections 7.2(a) or 7.2(c), on the one hand, or Sections 7.4(a) or 7.4(c), on the other hand, Buyer or Seller, as the case may be and at its sole discretion, may elect to bring such claim under either subpart (a) or (c), or under both such subsections.
Sample 1
Ceiling on Claims for Losses. Except for Losses incurred as a result of any Excepted Claim, the maximum aggregate liability of a Party, either Buyer and Dynasil, jointly and severally, or Seller and Parent, jointly and severally, from whom indemnification is sought hereunder (such Party, the “Indemnifying Party”) for indemnification under Section 9.2(a) or 9.3(a) shall not exceed $150,000. For Losses incurred as a result of an Excepted Claim, the maximum aggregate liability of the Indemnifying Party for indemnification under Section 9.2(a) or 9.3(a) shall not exceed $1,500,000. All liability of Seller and Parent for any Losses shall be calculated in the aggregate and the joint liability of Seller and Parent shall not exceed the amounts described in this Section. All liability of Buyer and Dynasil for any Losses shall be calculated in the aggregate and the joint liability of Buyer and Dynasil shall not exceed the amounts described in this Section.
Sample 1
Ceiling on Claims for Losses. (i) Except for Losses incurred as a result of an Excepted Claim (other than a claim based on any inaccuracy or breach of the representations and warranties made in or pursuant to Section 2.12 (Intellectual Property)), the maximum aggregate liability of the Seller and Equityholder Indemnitors (with respect to the Equityholder Indemnitors, as a group, severally and in accordance with their respective Pro Rata Share) for indemnification under Section 9.2(a) (including, for the avoidance of doubt, claims based on any inaccuracy or breach of the representations and warranties made in or pursuant to Section 2.12 (Intellectual Property) that are subject to the limitation set forth in clause (x) of the following proviso) shall not exceed an amount equal to $15,000,000; provided, that, the maximum aggregate liability of the Seller and Equityholder Indemnitors (with respect to the Equityholder Indemnitors, as a group, severally and in accordance with their respective Pro Rata Share) for indemnification for claims based on any inaccuracy or breach of the representations and warranties made in or pursuant to (x) Sections 2.12 (Intellectual Property) shall not exceed an amount equal to $10,000,000 and (y) Section 2.14(b) (Material Agreements) shall not exceed an amount equal to $5,000,000.
Sample 1
AutoNDA by SimpleDocs
Ceiling on Claims for Losses. Except for Losses incurred as a result of any Excepted Claim, the maximum aggregate liability of an Indemnifying Party for indemnification under Section 8.1(a) or 8.2(a) shall not exceed $400,000. The maximum aggregate liability of an Indemnifying Party for indemnification for Excepted Claims shall not exceed $800,000. The maximum aggregate liability of an Indemnifying Party for indemnification under this Article VIII, other than Excepted Claims or under Section 8.1(a) or 8.2(a), shall not exceed the Purchase Price.
Sample 1
Ceiling on Claims for Losses. Except for any Losses incurred as a result of a Fundamental Claim or Specified Claim but subject to the [*] limit on the overall aggregate liability of an Indemnitor hereunder, the maximum aggregate liability of the applicable Indemnitor for indemnification under Sections 8.2(a)(i) or 8.2(b)(i) shall not exceed [*]. For Losses incurred as a result of any Specified Claim but subject to [*] limit on the overall aggregate liability of an Indemnitor hereunder, the maximum aggregate liability of Seller under Section 8.2(a)(i) shall not exceed [*]. For Losses incurred as a result of any Fundamental Claim but subject to the [*] limit on the overall aggregate liability of an Indemnitor hereunder, the maximum aggregate liability of the applicable Indemnitor under Section 8.2(a)(i) or 8.2(b)(i) shall not exceed [*]. Notwithstanding the foregoing, except with respect to Fundamental Claims (for which the maximum liability is set forth in the preceding sentence), the maximum liability of either Seller or Buyer under this Article 8 shall be an amount equal to [*] plus, with respect to Seller, the sum of (i) [*] and (ii) [*]. For the avoidance of doubt, in the event a claim by an applicable Indemnitor could be brought under either Sections 8.2(a)(i) or 8.2(a)(iii), on the one hand, or Sections 8.2(b)(i) or 8.2(b)(iii), on the other hand, Buyer or Seller, as the case may be and at its sole discretion, may elect to bring such claim under either subpart (i) or (iii), or under both such subsections. [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information.
Sample 1

Related to Ceiling on Claims for Losses

  • Procedures for Third Party Claims In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

  • Indemnification Procedures for Third Party Claims If a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

  • Procedures Relating to Indemnification for Third Party Claims (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

  • Direct Claims Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

  • Notice of Loss; Third Party Claims (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises.

  • Litigation; Decrees (i) Except as disclosed by the Servicer to the Customer in writing on or prior to the date hereof, there are no claims, actions, suits, arbitrations or other proceedings or investigations (i) pending or, to the best knowledge of the Servicer, threatened, by or against or affecting the Servicer, and (ii) pending, or to the best knowledge of the Servicer, threatened, by or against or affecting the Servicer, related to the transactions contemplated by this Servicing Agreement.

  • Third Party Claims If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

  • Notice of Direct Claims Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party; provided, that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

  • Indemnification Procedure for Third Party Claims (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses.

  • Procedure for Third Party Claims Promptly after receipt by a party (the “Indemnified Party”) of notice of a claim by a third party which may give rise to a claim for indemnification against the other party (the “Indemnifying Party”), the Indemnified Party shall notify the Indemnifying Party thereof in writing; provided, however, that the failure promptly to give such notice shall not affect any right to indemnification hereunder except to the extent that such failure has prejudiced the Indemnifying Party. The Indemnifying Party shall, within ten (10) days of receipt of such written notice, assume on behalf of the Indemnified Party and conduct with due diligence and in good faith the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that (a) the Indemnified Party shall have the right to be represented therein by advisory counsel of its own selection and at its own expense and (b) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from, additional to or inconsistent with those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel reasonably acceptable to the Indemnifying Party to participate in the defense of such action on its own behalf at the expense of the Indemnifying Party (in lieu of any counsel required to be retained pursuant to the portion of this sentence preceding this proviso). If an Indemnifying Party fails to assume the defense of an indemnifiable claim, then the Indemnified Party may at the Indemnifying Party’s expense, and without prejudice to its right to indemnification, contest (or, with the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed), settle) such claim. The Indemnifying Party may not enter into a settlement with respect to any indemnifiable claim without the consent of the Indemnified Party unless such settlement is limited to a payment of money for which the Indemnified Party is fully indemnified by the Indemnifying Party. The parties will cooperate fully with one another in connection with the defense, negotiation or settlement of any indemnifiable claim.

Time is Money Join Law Insider Premium to draft better contracts faster.