Certain Other Restrictions on Indemnification Sample Clauses

Certain Other Restrictions on Indemnification. (a) Notwithstanding anything contained in this Agreement to the contrary, no Buyer Indemnified Party will have any right to indemnification under this Agreement with respect to any Losses to the extent (and only to the extent) such Losses (i) arise solely out of changes after the Closing Date in applicable Law or interpretations or applications thereof (provided that this clause (i) shall not apply with respect to any Taxes with respect to a Purchased Asset for (or allocable to) any Tax period (or portion thereof) ending on the Closing Date), or (ii) are duplicative of Losses that have previously been recovered hereunder.
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Certain Other Restrictions on Indemnification. (a) Notwithstanding anything contained in this Agreement to the contrary, no Buyer Indemnified Party shall have any right to indemnification under this Article IX with respect to any Damages to the extent such Damages (i) arise out of any action or inaction of any Buyer Indemnified Party; (ii) arise solely out of changes after the Closing Date in applicable Law or interpretations or applications thereof; or (iii) are duplicative of Damages that have previously been recovered or may be recoverable hereunder.
Sample 1
Certain Other Restrictions on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, no Parent Indemnitee shall have any right to indemnification under this Agreement with respect to any Losses to the extent (and only to the extent) such Losses are duplicative of Losses that have previously been recovered hereunder (including, without limitation, under any R&W Insurance Policy).
Sample 1
Certain Other Restrictions on Indemnification. 6.6.1 Notwithstanding anything contained in this Agreement to the contrary, no Buyer Indemnified Party will have any right to indemnification under this Agreement with respect to any Losses to the extent (and only to the extent) such Losses (i) constitute liabilities in the amounts reserved or accrued for (whether in whole or in part) in the calculation of the Closing Working Capital (as finally agreed upon or determined pursuant to Section 1.4), (ii) arise solely out of changes after the Closing Date in applicable Law or interpretations or applications thereof, or (iii) are duplicative of Losses that have previously been recovered hereunder.
Sample 1
Certain Other Restrictions on Indemnification. (a) Notwithstanding anything contained in this Agreement to the contrary, no Parent Indemnified Party shall have any right to indemnification under this Agreement with respect to any Damages to the extent (and only to the extent) such Damages are duplicative of Damages that have previously been recovered under this Article 8.
Sample 1
Certain Other Restrictions on Indemnification. 7.6.1 Notwithstanding anything contained in this Agreement to the contrary, no Buyer Indemnified Party will have any right to indemnification under this Agreement with respect to any Losses to the extent (and only to the extent) such Losses (a) constitute liabilities in the amounts reserved or accrued for (whether in whole or in part) in, the calculation of the Closing Net Asset Value (as finally agreed upon or determined pursuant to Section 1.4), (b) arise solely out of changes after the Closing Date in applicable Law or interpretations or applications thereof (provided that this clause (b) shall not apply with respect to any Taxes of a Acquired Company for a Pre-Closing Tax Period or allocable to the portion of a Straddle Period ending on the Closing Date), or (c) are duplicative of Losses that have previously been recovered hereunder (including, without limitation, under the Representation and Warranty Insurance Policy).
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Related to Certain Other Restrictions on Indemnification

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

  • 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.

  • Other Restrictions on Transfer The restrictions on transfer contained in this Agreement are in addition to any other restrictions on transfer to which an Investor may be subject, including any restrictions on transfer contained in the Company’s certificate of incorporation, stock option or warrant agreement, stock purchase agreement or other agreement to which such Investor is a party or by which such Investor is bound or any applicable lock up rules and regulations of any national securities exchange or market or national securities association.

  • Restrictions on U.S Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(C).

  • General Restrictions on Transfer (a) Each Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement.

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

  • General Restrictions on Use Advisor agrees to hold all Proprietary Information in confidence and not to, directly or indirectly, disclose, use, copy, publish, summarize, or remove from Company's premises any Proprietary Information (or remove from the premises any other property of Company), except (i) during the consulting relationship to the extent authorized and necessary to carry out Advisor's responsibilities under this Agreement, and (ii) after termination of the consulting relationship, only as specifically authorized in writing by Company. Notwithstanding the foregoing, such restrictions shall not apply to: (x) information which Advisor can show was rightfully in Advisor's possession at the time of disclosure by Company; (y) information which Advisor can show was received from a third party who lawfully developed the information independently of Company or obtained such information from Company under conditions which did not require that it be held in confidence; or (z) information which, at the time of disclosure, is generally available to the public.

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