Certain Limits to Indemnification Sample Clauses

Certain Limits to Indemnification. (a) Neither Seller shall be liable to Buyer Indemnified Parties, nor shall Buyer be liable to any Seller Indemnified Parties, for any Losses (i) with respect to the matters described in Section 8.2(a), (c), (d) or (e) or Section 8.3(a), (c) or (d), respectively, unless a written claim or demand for indemnification with respect to such matters is submitted by the applicable Buyer Indemnified Party or Seller Indemnified Party in accordance with the terms of this Article VIII, on or prior to the Final Survival Date (or, with respect to any breach of the representations and warranties set forth in the last sentence of Section 4.11(d), on or prior to the expiration of the applicable statute of limitations), or (ii) with respect to the matters described in Section 8.2(b) or Section 8.3(b), respectively, unless a written claim or demand for indemnification with respect to such matters is submitted by the applicable Buyer Indemnified Party or Seller Indemnified Party in accordance with the terms of this Article VIII, on or prior to the lapse of the relevant survival period set forth in Section 8.1. AHG shall not be liable to any Buyer Indemnified Parties for any Losses with respect to matters described in Section 8.2(c), (d) or (e), unless a written claim or demand for indemnification -75- with respect to such matters is submitted by the Buyer Indemnified Party, on or prior to the Final Survival Date (or, with respect to any breach of the representations and warranties set forth in the last sentence of Section 4.11(d), on or prior to the expiration of the applicable statute of limitations).
Sample 1
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Certain Limits to Indemnification. (a) Seller shall not be liable to any Buyer Indemnified Persons for any Losses with respect to the matters contained in Section 8.2(a)(i) (i) unless such Losses exceed an aggregate amount equal to the Deductible and then only for Losses in excess of the Deductible, or (ii) for Losses in excess of the Cap.
Sample 1
Certain Limits to Indemnification. (a) No Seller shall be liable to Buyer Indemnified Parties, nor shall Buyer be liable to any Seller Indemnified Parties, for any Losses with respect to the matters described in Section 9.2 or Section 9.3, respectively, unless a written claim or demand for indemnification with respect to such matters is submitted by the applicable Buyer Indemnified Party or Seller Indemnified Party, on or prior to the Final Survival Date.
Sample 1

Related to Certain Limits to Indemnification

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

  • Exceptions to Indemnification Notwithstanding anything to the contrary contained herein, the Issuer’s obligations under Section 4(a) (Indemnification of Protected Persons) and Section 4(b) (Reimbursement of Expenses) shall not apply to any actions, suits or proceedings in which one or more officers, directors, partners, members or employees of the Administrator are making claims against the Administrator or one or more other officers, directors, partners, members or employees of the Administrator.

  • Conditions to Indemnification An indemnified party must give the other party(ies) prompt written notice of any claim and allow the indemnifying party to defend or settle the claim as a condition to indemnification. No settlement shall bind any party without such party’s written consent.

  • Other Rights to Indemnification Indemnitee's rights of indemnification and advancement of expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under applicable law, the Certificate, the Bylaws, an employment agreement, a vote of stockholders or Disinterested Directors, insurance or other financial arrangements or otherwise.

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

  • Limits on Indemnification Notwithstanding anything to the contrary contained in this Agreement:

  • Right to Indemnification Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managers.

  • Limitation of Liability; Indemnification (a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

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

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