Certain Limitations on Indemnification Sample Clauses

Certain Limitations on Indemnification. (a) Notwithstanding the foregoing or anything to the contrary set forth herein, no Party shall have any indemnification obligations under Section 8.2(a)(i) or Section 8.2(b)(i), (i) for any individual item where the Loss relating thereto is less than $500,000 (the “De Minimis”) and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than the De Minimis, unless the aggregate amount of all such Losses exceeds $1,500,000, in which case all Losses shall be indemnified from the first dollar. In no event shall the aggregate indemnification to be paid by any Party pursuant to Section 8.2(a)(i) or Section 8.2(b)(i), as applicable, exceed $15,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 8.4(a) shall not apply to any breaches of Fundamental Representations. (b) In no event shall the aggregate indemnification to be paid by any Party pursuant to Article VIII exceed an amount in value equal to value of the Consideration as of the Closing. (c) No representation or warranty contained herein shall be deemed untrue or incorrect, and a Party shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event of which the other Party is aware as of the Closing Date. (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES PURSUANT TO THIS ARTICLE VIII FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT ONE OF THE PARTIES HERETO IS HELD LIABLE FOR SUCH CONSEQUENTIAL DAMAGES TO A THIRD PARTY AND SUCH PARTY IS ENTITLED TO BE INDEMNIFIED BY ANY OF THE OTHER PARTIES HERETO PURSUANT TO THIS ARTICLE VIII (PROVIDED THAT SUCH LIMITATION WITH RESPECT TO LOST PROFITS SHALL NOT LIMIT SRP’S RIGHT TO RECOVER CONTRACT DAMAGES IN CONNECTION WITH YIELDCO LLC’S OR YIELDCO’S FAILURE TO CLOSE IN VIOLATION OF THIS AGREEMENT). (e) From and after the Closing Date, the inde...
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Certain Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained herein: (i) any Indemnitee shall use Commercially Reasonable Efforts to mitigate all losses, damages and the like relating to a claim under these indemnification provisions, including availing itself of any defenses, limitations, rights of contribution, claims against third persons and other rights at law or equity. The Indemnitee's Commercially Reasonable Efforts shall include the reasonable expenditure of money to mitigate or otherwise reduce or eliminate any loss or expenses for which indemnification would otherwise be due, and the Indemnifying Party shall reimburse the Indemnitee for the Indemnitee's reasonable expenditures in undertaking the mitigation; and (ii) any Indemnifiable Loss shall be net of the dollar amount of any insurance or other proceeds actually received by the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss. Any Party seeking indemnity hereunder shall use Commercially Reasonable Efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable Loss. (b) Except as otherwise provided in this Section 8.3(b), the representations, warranties, covenants and agreements of the Parties set forth in this Agreement shall survive the Closing Date for a period of eighteen (18) months, and all representations, warranties, covenants and agreements of the Parties under this Agreement and the related indemnities granted in this Article VIII shall terminate at 5:00 p.m., local time in New York City, New York, on the day that is eighteen (18) months after the Closing Date. The expiration, termination or extinguishment of any covenant or agreement shall not affect the Parties' obligations under Section 8.1 or 8.2 hereof if the Indemnitee provided the Indemnifying Party with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment. Notwithstanding the foregoing provisions of this Section 8.3(b), the representations, warranties, covenants and agreements contained in Sections 3.3(e), 6.2(c), 6.3(c), 6.3(e), 6.4(a), 6.10, 6.12, 6.14, 6.16, and in Articles VIII and X, will survive the Closing in accordance with their terms. (c) Notwithstanding anything to contrary in this Agreement, in no event shall Buyer indemnify Seller Indemnitees or Seller indemnify Buyer Indemnitees, or otherwise be liable in any way whatsoever to said Ind...
Certain Limitations on Indemnification. The indemnification obligations under Sections 7.02 and 7.03 are subject to the following limitations: (a) No Claim may be made by any indemnified Party for indemnification pursuant hereto for indemnifiable Damages pursuant to Section 7.02(a)(i) (other than with respect to indemnifiable Damages based on fraud) or Section 7.03(a)(i) (other than with respect to indemnifiable Damages based on fraud) unless and until the aggregate amount of Damages for which the indemnified Parties seek to be indemnified for such claim exceeds $225,000 (the “Threshold”), at which time the indemnified Parties shall be entitled to indemnification for all Damages incurred including the Threshold, subject to the limitations set forth below. (b) Notwithstanding anything to the contrary herein, (i) Seller shall not have any liability for Damages pursuant to Section 7.02(a)(i), to the extent Seller’s aggregate liability under Section 7.02(a)(i) would exceed (A) $5,400,000 (minus amounts payable under clauses (i)(B) and (C)) (other than with respect to indemnifiable Damages for any breaches or inaccuracies of any Seller Specified Representations or based on fraud), (B) $7,500,000 (minus amounts payable under clauses (i)(A) and (C)) (other than with respect to indemnifiable Damages for any breaches or inaccuracies of any Seller Fundamental Representations or based on fraud) or (C) $10,000,000 (minus amounts payable under clauses (i)(A) and (B)) (other than with respect to indemnifiable Damages based on fraud) and (ii) Buyer shall not have any liability for Damages pursuant to Section 7.03(a)(i), to the extent Buyer’s aggregate liability under Section 7.03(a)(i) would exceed (A) $5,400,000 (minus amounts payable under clauses (ii)(B) and (C)) (other than with respect to indemnifiable Damages for any breaches or inaccuracies of any Buyer Specified Representations or based on fraud), (B) $7,500,000 (minus amounts payable under clauses (ii)(A) and (C)) (other than with respect to indemnifiable Damages for any breaches or inaccuracies of any Buyer Fundamental Representations or based on fraud) or (C) $10,000,000 (minus amounts payable under clauses (ii)(A) and (B)) (other than with respect to indemnifiable Damages based on fraud). (c) With respect to Damages to which a Buyer Indemnified Party is entitled pursuant to this Article VII, the Buyer Indemnified Parties shall first seek recourse for Claims pursuant to this Article VII from (i) the Indemnity Shares (either through the sale of Indem...
Certain Limitations on Indemnification. (a) Notwithstanding the provisions of Articles X and XI and except as otherwise provided herein, (i) neither the Primary Indemnitors nor Purchaser shall have any indemnification obligations for Losses under Section 10.2(a)(i) or (ii), Section 10.3(a)(i) or Article XI, (1) for any individual item, or group of related items which shall include claims by unrelated parties arising out of the same or substantially similar factual allegations (e.g., class action claims) to the extent all Losses with respect to such item or series of related items are less than $50,000 (the “Sub-Basket”) and (2) in respect of each item or series of related items for which all Losses are equal to or greater than the Sub-Basket, unless the aggregate amount of all such Losses exceeds $500,000 (the “Basket”), and then only to the extent of such excess, and (ii) in no event shall the aggregate amounts to be paid by the Primary Indemnitors under this Article X, Section 8.19(b) and Article XI exceed $20,000,000 (the “Cap”); provided, however, that (x) none of the foregoing limitations shall apply to any Losses arising out of, resulting from or related to any breach, inaccuracy or failure to be true of any representation or warranty set forth in Sections 5.1 (Organization), 5.2 (Authorization), 5.4 (Capitalization), 5.5 (Subsidiaries), 6.1 (Organization), 6.2 (Authorization), 6.4 (Ownership), 7.1 (Organization) and 7.2 (Authorization) (the “Cap Exceptions”) and (y) any Losses for which tax indemnification is provided in Article XI shall not be subject to the Sub-Basket. (b) Notwithstanding anything herein to the contrary, except as provided in the last sentence of Section 10.5(c), (i) the aggregate amount for which any Primary Indemnitor shall be liable hereunder shall be (x) such Primary Indemnitor’s Indemnification Percentage multiplied by (y) an amount equal to the sum of the Aggregate Equity Value plus the ACAS Warrant Amount; and (ii) the aggregate amount for which any Primary Indemnitor shall be liable with respect to Losses suffered by Purchaser Indemnified Parties pursuant to Section 10.2(a)(i) or (ii) for any breaches or inaccuracies of any representations and warranties in Article V or Article VI (other than representations and warranties included in the definition of Cap Exceptions), Section 8.19(b) or Article XI shall in no event exceed (x) such Primary Indemnitor’s Indemnification Percentage multiplied by (y) the Cap Amount. For the avoidance of doubt, amounts which count to...
Certain Limitations on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 4), Indemnitee shall not be entitled to indemnification: (a) For any liability or loss suffered by him or her nor shall he or she be held harmless for any loss or liability suffered by the Company, unless the following conditions are met: (i) Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) Indemnitee was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result, if Indemnitee is not an independent director, of negligence or misconduct, or, if Indemnitee is an independent director, of gross negligence or willful misconduct; and (iv) such indemnification is recoverable only out of the Company’s net assets and not from the Company’s stockholders; (b) For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the positions of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws; or (c) For any loss or liability in connection with a Proceeding if (i) the Proceeding is one by or in the right of the Company and Indemnitee is adjudged to be liable to the Company or (ii) Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in a Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in Indemnitee’s official capacity. The limitations of this Section 11 will be applicable only if, and for so long as, the charter of the Company requires such limitations.
Certain Limitations on Indemnification. (a) Notwithstanding anything herein to the contrary, Purchaser must give notice to Seller of any Claim in writing in reasonable detail prior to the expiration of the six month anniversary of the Closing Date. Any Claim not made by Purchaser on or prior to that date will be irrevocably and unconditionally released and waived. (b) Notwithstanding the provisions of this Article XI, neither party shall have any indemnification obligations for Losses under Section 11.3(a)(i), Section 11.4(a)(i), Section 11.4(a)(ii) and Section 11.4(a)(iii), (i) for any individual item where the Loss relating thereto is less than $25,000, (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than $25,000, unless the aggregate amount of all such Losses exceeds $200,000, and then only to the extent of such excess and (iii) in an aggregate amount in excess of $2,000,000; provided, that the limitations set forth in clauses (i), (ii) and (iii) shall not apply to obligations for Losses to the extent resulting from a breach of any Seller Fundamental Representation. In no event shall the aggregate indemnification to be paid by Seller or Purchaser under this Article XI exceed $4,000,000. (c) No representation or warranty of Seller contained herein shall be deemed untrue or incorrect, and Seller shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event of which (a) is disclosed as part of the Seller Schedules, including any supplements pursuant to Section 7.9(b) or (b) Purchaser is aware as of the Closing Date.
Certain Limitations on Indemnification. Neither a Transferee Indemnified Party nor a Contributor Indemnified Party shall be entitled to indemnification pursuant to Section 10.2 or Section 10.3 with respect to any matter which had been duly waived prior to Closing.
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Certain Limitations on Indemnification. (a) Notwithstanding anything herein to the contrary, except for (x) any indemnification by Seller under Section 11.2(a)(iv), (y) the breach of any covenant contained in Section 8.19, and (z) the Environmental Order on Consent Liabilities, none of which shall be subject to this Section 11.5(a), an indemnifying party shall not have any liability under Section 11.2(a) or 11.3(a), as applicable: (i) unless the Person to be indemnified shall have given notice (stating in reasonable detail the basis of its claim for indemnification) to the party from whom indemnification is being sought within six (6) months after the Closing Date or such longer Survival Period as is provided by Section 11.1 in which such claim for indemnification may be asserted; and (ii) unless and until the amount of the Losses to the indemnified parties finally determined to arise thereunder exceeds, in the aggregate two hundred and fifty thousand dollars ($250,000) (the “Deductible”) and then only to the extent that such Losses exceed the Deductible; and (iii) for any Losses in excess of two million five hundred thousand dollars ($2,500,000) (the “Cap”) once the total amount of Losses which the indemnifying party has paid hereunder equals the Cap. (b) Nothing contained herein shall extend Seller’s liability to provide indemnity pursuant to Section 11.2(a)(iv) beyond the period of the statute of limitations applicable to the claim for a Healthcare Program Liability for which such indemnity is being sought. (c) Notwithstanding anything herein to the contrary, Purchaser shall not make any claim for indemnification under this Article XI in respect of any amount paid by Purchaser as a cure amount pursuant the second proviso of the second sentence of Section 2.5.
Certain Limitations on Indemnification. (a) Notwithstanding anything to the contrary in this Agreement, the amount of Losses (except for Losses based upon actual common law fraud) that may be recovered by the Buyer Indemnified Parties pursuant to any and all claims for indemnification made under Section 10.1(a) will be limited, individually and in the aggregate, to an amount equal to $715,300 (the “Indemnification Cap”). All claims for indemnification made under this Agreement will first be sought and satisfied from the Escrow Amount. (b) Seller will have no obligation to indemnify the Buyer Indemnified Parties against Losses under Section 10.1(a), unless the aggregate amount of Losses is greater than $71,530 (the “Deductible”), in which case the Buyer Indemnified Parties will, subject to Section 10.5(a), be entitled to indemnification for all Losses in excess of the Deductible; provided, however, that the Deductible will not apply to Losses based on a breach of the Fundamental Representations or the Tax Representations or in the case of actual common law fraud of Seller, for which there will be no minimum threshold before recovery (or, for the avoidance of doubt, any claim for indemnification made pursuant to Section 10.1(b) through Section 10.1(d)).
Certain Limitations on Indemnification. Purchaser shall not make any claim for indemnification under this Article XI in respect of any matter that is taken into account in the calculation of any adjustment to the Purchase Price pursuant to Section 3.5.
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