Indemnification Limitation Clause Samples
The Indemnification Limitation clause restricts the scope or amount of indemnity that one party must provide to another under a contract. Typically, this clause sets caps on the total liability for indemnification, excludes certain types of damages (such as consequential or punitive damages), or limits indemnification to specific circumstances, such as breaches of representations or third-party claims. Its core practical function is to allocate and manage risk between the parties by preventing unlimited or disproportionate financial exposure arising from indemnification obligations.
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Indemnification Limitation. Notwithstanding anything contained herein to the contrary, the Indemnified Company Parties shall look exclusively to the Contributor’s Units for indemnification under this Section 3.3 (valuing each Unit at the initial public offering price of the Common Stock in the Public Offering) and, with respect to any indemnification (other than those claims made with respect to a breach of Sections 3.2(a)(ii)(z), 3.2(b), (c), (e), (f) and (j) (the “Full Value Representations”)), the aggregate recovery that may be sought or obtained under this Agreement or under applicable law for all breaches or claims for indemnification hereunder shall not exceed twenty-five percent (25%) of the Consideration (valuing each Unit at the initial public offering price of the Common Stock in the Public Offering) (the “Maximum Liability”). Without limiting the generality of the foregoing, the Contributor acknowledges that its indemnification liability for any breach of the Full Value Representations shall be up to the value of its Units (valuing each Unit at the per-share initial public offering price of the Common Stock in the Public Offering). Notwithstanding anything contained herein to the contrary, no Indemnified Party shall have the right to receive or recover incidental, special, consequential or punitive damages against the Indemnifying Party by reason of any breach under or in connection with this Agreement or any schedule, exhibit, certificate or affidavit or any other document delivered by the Contributor or the Company or the Operating Partnership, as applicable, pursuant to this Agreement (unless such incidental, special or consequential (but not punitive) damages are incurred by an Indemnified Party as a result of a third party claim for Losses), and each Indemnified Party hereby waives any and all rights to receive such damages.
Indemnification Limitation. (a) Each Indemnified Party under this Article IX shall use its reasonable efforts to mitigate Damages for which it seeks indemnification hereunder, and shall assign to the Indemnifying Party all of such Indemnified Party's claims for recovery against third parties as to Damages, whether by insurance coverage, contribution claims, subrogation or otherwise.
(b) Phil▇▇▇▇' ▇▇ligation to indemnify Chevron and its Affiliates and the Company and its Affiliates as provided in Section 9.2(a)(i) shall not become effective until the aggregate of all Damages sustained by Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2(a)(i) shall have exceeded the Basket. If the aggregate amount of Damages sustained by Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2(a)(i) exceeds the Basket, then Chevron and its Affiliates and the Company and its Affiliates shall be entitled to assert claims under this Article IX for indemnification for the amount of such Damages in excess of the Basket only; PROVIDED that Phil▇▇▇▇' ▇▇ligation with respect to indemnification under Section 9.2(a)(i) shall not exceed the Cap in the aggregate.
(c) Chevron's obligation to indemnify Phil▇▇▇▇ ▇▇▇ its Affiliates and the Company and its Affiliates as provided in Section 9.2(b)(i) shall not become effective until the aggregate of all Damages sustained by Phil▇▇▇▇ ▇▇▇ its Affiliates and the Company and its Affiliates as described in Section 9.2(b)(i) shall have exceeded the Basket. If the aggregate amount of Damages sustained by Phil▇▇▇▇ ▇▇▇ its Affiliates and the Company and its Affiliates as described in Section 9.2(b)(i) exceeds the Basket, then Phil▇▇▇▇ ▇▇▇ its Affiliates and the Company and its Affiliates shall be entitled to assert claims under this Article IX for indemnification for the amount of such Damages in excess of the Basket only; PROVIDED that Chevron's obligation with respect to indemnification under Section 9.2(b)(i) shall not exceed the Cap in the aggregate. 56 63 (d) Notwithstanding the foregoing, none of Phil▇▇▇▇, ▇▇evron or the Company or their respective Affiliates shall be entitled to assert claims for indemnification under this Article IX unless the aggregate amount of Damages claimed in any individual Claim Notice exceeds $2,000,000 in the aggregate.
Indemnification Limitation. (a) Subject to SECTIONS 7.4 and 7.5(B), with respect to any Losses for which the Indemnifying Stockholders are obligated or liable under this ARTICLE VII, the Indemnifying Stockholders shall be jointly and severally liable only to the extent of 42% of such Losses; PROVIDED, HOWEVER, that notwithstanding anything to the contrary contained herein, the foregoing limitation shall not apply to the Indemnifying Stockholders' obligations and liability under SECTION 7.1(D).
(b) Subject to SECTIONS 7.4 and 7.5(A), the aggregate indemnification obligation of the Indemnifying Stockholders under SECTION 7.1(A) shall be limited to (a) the value of any shares of PalEx Common Stock that (i) were received by the Indemnifying Stockholders, or either of them, in (A) the Merger and/or (B) the merger of ESP Realty Corp., Inc., an Illinois corporation, into a subsidiary of PalEx on the date hereof, and/or (C) the merger of ERI into a subsidiary of PalEx on the date hereof (subject, in each case, to appropriate adjustments in the event of any stock dividend on, or split-up or other recapitalization of, the PalEx Common Stock) and (ii) have not been sold by an Indemnifying Stockholder in a bona fide arms'-length transaction to a third party that is not an Affiliate of either Indemnifying Stockholder (collectively, the "PURCHASE PRICE SHARES"), plus (b) the gross proceeds from the sale of Purchase Price Shares in bona fide arms'-length transactions to a third party that is not an Affiliate of either Indemnifying Stockholder, less (c) the amount of any Losses (as such term is defined in the ERI Acquisition Agreement and the ESP Acquisition Agreement, respectively) paid by the Indemnifying Stockholders, or either of them, as an indemnifying party under the ERI Acquisition Agreement or the ESP Acquisition Agreement. Indemnification claims under this ARTICLE VII shall be settled first from the sale or recovery of Purchase Price Shares, to the extent thereof, and thereafter, from the gross proceeds from prior bona fide arms'-length sales of Purchase Price Shares to third parties that are not Affiliates of either Indemnifying Stockholder.
(c) For purposes of this SECTION 7.5, the value of Purchase Price Shares shall be the average closing price per share of PalEx Common Stock for the 10 trading days ending on the second trading day before the date a Loss becomes payable by the Indemnifying Stockholders (either by agreement or pursuant to a judgment or binding determination by an arbitr...
Indemnification Limitation. (a) Proman shall not have any obligation to indemnify the PDN Indemnified Persons pursuant to Section 5.1, and no such indemnification claims shall be brought against Proman, absent fraud or willful misconduct of NAPW or Proman, unless the total of all such Losses for all indemnification claims made by the PDN Indemnified Persons pursuant to Section 5.1 exceeds $250,000, and then the PDN Indemnified Persons will be entitled to recover only such amounts in excess of $250,000. It is understood and agreed by the parties that sole and exclusive remedy for all Losses (other than for fraud or willful misconduct by NAPW or Proman) of the PDN Indemnified Persons shall be to the Escrowed Shares pursuant to Section 5.5; provided, however, that any material breach by NAPW or Proman of a Fundamental Representation shall not be subject to the Indemnification Cap nor shall the recourse of the PDN Indemnified Persons be limited to the Escrowed Shares.
(b) Neither PDN nor the Surviving Subsidiary shall have any obligation to indemnify the NAPW Indemnified Persons under Section 5.2(a), and no such indemnification claims shall be brought against PDN or the Surviving Subsidiary, absent fraud or willful misconduct of PDN or Merger Sub, unless the total of all such Losses for all indemnification claims made by the NAPW Indemnified Persons pursuant to Section 5.2(a) exceeds $250,000, and then the NAPW Indemnified Persons will be entitled to recover only such amounts in excess of $250,000. Neither PDN nor the Surviving Subsidiary shall have liability for any Losses (other than for fraud or willful misconduct by PDN or Merger Sub) payable to NAPW Indemnified Persons in excess of the Indemnification Cap; provided, however, that any material breach by PDN or Merger Sub of a Fundamental Representation shall not be subject to the Indemnification Cap.
Indemnification Limitation. To the extent allowed by applicable law, Licensor's aggregate liability for any infringement claim is limited to the lesser of $U.S.
Indemnification Limitation. Anything contained in this Section 16.1 to the contrary notwithstanding, the obligation of Seller to indemnify Purchaser hereunder shall arise only at such time as Purchaser shall have paid the cumulative sum of $10,000 as the result of any matter or matters occurring under Sections 16.1.1 and 16.1.2 hereof, in which event the indemnity obligations of Seller hereunder shall exist only to the extent that such payments, in the aggregate, exceed the sum of $10,000. Seller shall have no obligation to indemnify the Purchaser for any specific item which is covered by the title insurance delivered to Purchaser at Closing.
Indemnification Limitation. Cap. Sellers shall have no obligation to indemnify the Purchaser Indemnified Persons under Section 12(b)(ii), and no indemnification claims or any other claims shall be brought against Sellers, absent fraud or willful misconduct (“dol”) for Losses in excess of an amount, in the aggregate, equal to the lesser of (i) €5,000,000 (five million euros) and (ii) the total Purchase Price actually received by Sellers hereunder (the “Indemnification Cap”); provided, however, that the Indemnification Cap shall not apply to Losses arising under or related to (i) Section 12(b) due to a breach of the Extended Representations or the Tax Representations, (ii) Sections 12(b)(ii)(C) through 12(b)(ii)(G), and (iii) Section 3(b)(v).
Indemnification Limitation. 27 8.6. INDEMNIFICATION FOR NEGLIGENCE OF INDEMNIFIED PARTY........... 27 ARTICLE IX NONCOMPETITION COVENANTS
Indemnification Limitation. Any indemnification or similar hold harmless obligation(s) under this Agreement shall not be enforceable to the extent that a court of competent jurisdiction conclusively determines that such obligation(s) is/are prohibited by Law. The Parties expressly acknowledge that none of the Transaction Documents constitutes a "contract or agreement relative to the construction, alteration, repair or maintenance of any building, structure or appurtenances thereto" as that phrase is used in Connecticut General Statutes § 52-572k.
Indemnification Limitation. 33 8.07 Indemnification for Negligence of Indemnified Party.................. 34 ARTICLE IX NONCOMPETITION COVENANTS.................................... 34