Indemnification Cap and Right of Offset Sample Clauses

Indemnification Cap and Right of Offset. Except in the case of fraud or intentional misrepresentation, the Purchaser Indemnitees shall not be entitled to recover under Section 5.3(a) an aggregate amount of Damages in excess of $[***] (the “Indemnification Cap”). In addition to the foregoing, in no event shall any Seller’s liability under this Article V exceed (x) with respect to any individual indemnification claim under Section 5.3(a), such Seller’s pro rata portion of such indemnification claim (defined as a Seller’s Closing Share Percentage for claims made prior to the first anniversary of Closing and such Seller’s Earnout Share Percentage for claims made after the first anniversary of Closing, in each case as set forth on Schedule I), or (y) with respect to all indemnification claims under Section 5.3(a) and (b) the amount of Transaction Consideration actually received by such Seller. For Indemnification Claims by the Purchaser Indemnitees pursuant to Section 5.3(a) during the first year following the Closing, the following order of priority shall apply: (i) first, indemnification claims shall be offset against the remaining balance of the Holdback Cash (exclusive of the Expense Reserve), and (ii) second, indemnification claims may be asserted directly against the Sellers or offset against the Earnout Shares prior to their release at the election of the Purchaser. For Indemnification Claims by the Purchaser Indemnitees pursuant to Section 5.3(a) following the first anniversary of the Closing Date but prior to the earlier of expiration of the Earnout Period or the date that the Earnout Shares are released, the sole remedy of Purchaser Indemnitees shall be an offset against the Earnout Shares. For any indemnification claim for Damages with respect to a breach of a Fundamental Representation that occurs after the end or the Earnout Period or the earlier release of the Earnout Shares, as applicable, the Purchaser Indemnitees may proceed directly against the Sellers for such Damages in accordance with the terms of this Article V. In the case of a direct claim for indemnification made against a Seller, such Seller shall have the option of paying any Damages due to the Purchaser Indemnitees by either (i) surrendering Closing Shares, or (ii) surrendering Earnout Shares previously distributed to such Seller; provided, however, that in the case of an indemnification claim made prior to six-month anniversary of the Closing, a Seller may delay its satisfaction of an indemnification claim until the expira...
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Related to Indemnification Cap and Right of Offset

  • Indemnification Cap In no event shall the aggregate indemnification to be paid by any Seller under this Article VII exceed the greater of (x) the product of the Purchase Price multiplied by the proportion of such Seller’s Company Shares to the total amount of Company Shares (the “Seller Purchase Price”), or (y) the product of (i) the average closing price of the Ordinary Shares on the NASDAQ Capital Market (or succeeding trading market) over the five (5) Business Days preceding the Determination Date (as defined below) multiplied by (ii) the number of Ordinary Shares received by such Seller upon the consummation of the transactions contemplated hereby (the “Individual Seller Cap”). Notwithstanding the foregoing, the Individual Seller Cap shall not apply to claims for indemnification resulting from or relating to breaches by such Seller constituting fraud or intentional misconduct. In no event shall the aggregate indemnification to be paid by Buyer under this Article VI exceed the Purchase Price.

  • Exceptions to Right of Indemnification Notwithstanding anything to the contrary in this Agreement, except as set forth in Paragraph 10, the Corporation shall not indemnify the Indemnitee in connection with a Proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. Notwithstanding anything to the contrary in this Agreement, the Corporation shall not indemnify the Indemnitee to the extent the Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to the Indemnitee and the Indemnitee is subsequently reimbursed from the proceeds of insurance, the Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement.

  • Exception to Right of Indemnification Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

  • Indemnification Rights Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other capacity while so serving, shall be indemnified and held harmless by the Company to the full extent permitted by the LLC Act and the Investment Company Act, 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 the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancement, 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 Board. Notwithstanding anything to the contrary in this Section 4.8(a) or any other provision of this Agreement, for so long as the Company is subject to the Investment Company Act, the Company shall not indemnify an Indemnitee to the extent such indemnification would violate the Investment Company Act.

  • Exception to Right of Indemnification or Advancement of Expenses 17.1 Except as provided in Section 11.5, Indemnitee shall not be entitled to indemnification or advancement of Expenses, judgments, penalties, fines and amounts paid in settlement under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company.

  • Indemnification Limitations (a) Purchaser shall be under no liability to indemnify Seller under 10.3.1 and no claim under Section 10.3.1 of this Agreement shall:

  • EXCEPTIONS TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES Notwithstanding any other provisions of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of reasonable Expenses under this Agreement with respect to (i) any Proceeding initiated by such Indemnitee against the Indemnitor other than a proceeding commenced pursuant to paragraph 8 hereof, or (ii) any Proceeding for an accounting of profits arising from the purchase and sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, rules and regulations promulgated thereunder, or any similar provisions of any federal, state or local statute.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Indemnification Payment Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law.

  • Indemnification - General The Company shall indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (a) as provided in this Agreement and (b) to the fullest extent permitted by applicable law in effect on the date hereof and as amended from time to time. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.

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