Common use of Indemnification Limitation Clause in Contracts

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. (a) Proman Each Indemnified Party under this Annex C shall not have any obligation use its reasonable efforts to indemnify the PDN Indemnified Persons pursuant to Section 5.1, mitigate Damages for which it seeks indemnification hereunder 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 assign to the Escrowed Shares pursuant Indemnifying Party all of such Indemnified Party's claims for recovery against third parties as to Section 5.5Damages, whether by insurance coverage, contribution claims, subrogation or otherwise; provided, however, that any material breach by NAPW or Proman the failure of a Fundamental Representation such Indemnified Party to successfully mitigate such Damages shall not affect such Indemnified Party's right to be subject indemnified with respect to the Indemnification Cap nor such Damages so long as such Indemnified Party shall the recourse of the PDN Indemnified Persons be limited have used its reasonable efforts to the Escrowed Sharesmitigate. (b) Neither PDN nor If the Surviving Subsidiary shall have any obligation Company experiences a post-Closing Release at the Borgxx Xxxl Property, Sweexx Xxxl Property, Pascagoula Real Property, or Port Arthxx Xxxl Property and, in the process of responding to indemnify such Release also investigates or remediates Pre-Closing Groundwater Contamination, then, for 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 first $1,000,000 in expenses paid by the NAPW Indemnified Persons pursuant Company attributable to Section 5.2(a) exceeds $250,000such Pre-Closing Groundwater Contamination, and then the NAPW Indemnified Persons will Company shall not be entitled to recover only such amounts in excess of $250,000. Neither PDN nor the Surviving Subsidiary indemnity under Sections 2.2(a)(iii) or 2.2(b)(iii) hereof and shall have release Chevron and Philxxxx xxxm liability for such a claim. The $1,000,000 threshold set forth in the foregoing sentence shall apply separately to each remedial effort. (c) If either Chevron or Philxxxx (xx the Company acting at the request of either Philxxxx xx Chevron), in responding to Pre-Closing Groundwater Contamination, is required to investigate or remediate any Losses (other than contamination on the Borgxx Xxxl Property, Sweexx Xxxl Property, Pascagoula Real Property or Port Arthxx Xxxl Property, then, for fraud the first $1,000,000 in expenses paid by Chevron or willful misconduct by PDN Philxxxx, xx the case may be, attributable to such other contamination; Chevron or Merger Sub) payable to NAPW Indemnified Persons in excess of Philxxxx, xx the Indemnification Cap; providedcase may be, however, that any material breach by PDN or Merger Sub of a Fundamental Representation shall not be subject entitled to indemnity under Section 2.1 hereof and shall release the Indemnification CapCompany from liability for such a claim. The $1,000,000 threshold set forth in the foregoing sentence shall apply separately to each remedial effort.

Indemnification Limitation. (a) Proman 8.1. STI shall not have any obligation to indemnify the PDN Indemnified Persons pursuant to Section 5.1defend, and no such indemnification claims shall be brought hold PMS harmless from and against Promanall claims, absent fraud damages, liabilities, losses, judgments, costs or willful misconduct expenses, but not attorney’s fees, arising out of NAPW or Proman, unless (i) 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) STI's breach of the PDN Indemnified Persons terms of this Agreement, (ii) STI's non-compliance with any applicable federal, state and local law or other requirements relating to any of the transactions contemplated by this Agreement, or (iii) the STI's misuse of the intellectual property of PMS. STI shall be to have the Escrowed Shares pursuant to Section 5.5; sole control over the said defense and the resolution of such claims, provided, however, that PMS may, if it so chooses and at its own expense, participate in its own defense with counsel of its own choosing. Notwithstanding the foregoing, STI shall obtain the written consent of PMS prior to ceasing to defend, settling or otherwise disposing of any material breach by NAPW or Proman of claims hereunder, if as a Fundamental Representation shall not be result thereof, PMS would become subject to injunctive or other equitable relief or the Indemnification Cap nor business of PMS would be adversely affected in any manner. This indemnification provision shall survive the recourse termination or expiration of this Agreement. 8.2. PMS shall indemnify defend and hold STI harmless from and against all claims, damages, liabilities, losses, judgments, costs or expenses, but not attorney’s fees, arising out of (i) PMS’s breach of the PDN Indemnified Persons be limited terms of this Agreement, (ii) PMS's non-compliance with any applicable federal, state and local law or other requirements relating to any of the Escrowed Shares. transactions contemplated by this Agreement, or (biii) Neither PDN nor PMS's misuse of the Surviving Subsidiary intellectual property of STI. PMS shall have any obligation to indemnify the NAPW Indemnified Persons under Section 5.2(a)sole control over the said defense and the resolution of such claims, 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 STI may, if it so chooses and at its own expense, participate in its own defense with counsel of its own choosing. Notwithstanding the foregoing, PMS shall obtain the written consent of STI prior to ceasing to defend, settling or otherwise disposing of any material breach by PDN or Merger Sub of claims hereunder, if as a Fundamental Representation shall not be result thereof, the STI would become subject to injunctive or other equitable relief or the Indemnification Capbusiness of the STI would be adversely affected in any manner. This indemnification provision shall survive the termination or expiration of this Agreement. 8.3. Neither Party nor its affiliates, employees, agents, independent contractors, officers or directors will be liable for any incidental, special, consequential or punitive damages or amounts for loss of income, profits or savings arising out of or relating to its performance or failure to perform under this Agreement, regardless of the basis on which a Party is entitled to claim damages, whether in contract or tort (including breach of warranty, negligence and strict liability), even if such Party has been advised of the possibility of such damages in advance.

Indemnification Limitation. (a) Proman Each Indemnified Party under this Article IX shall not have any 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) Except as otherwise provided herein, each of Duke's and Phillips' obligation to indemnify the PDN Indemnified Persons pursuant to other Party and its Affiliates xxx xxx Company and its Affiliates as provided in Section 5.1, and no such indemnification claims 9.2 shall be brought against Proman, absent fraud or willful misconduct of NAPW or Proman, unless not become effective until the total aggregate of all such Losses for all indemnification claims made Damages sustained by the PDN Indemnified Persons pursuant to other Party and its Affiliates and the Company and its Affiliates as described in Section 5.1 9.2 shall have exceeded the Basket. If the aggregate amount of Damages sustained by the other Party and its Affiliates and the Company and its Affiliates as described in Section 9.2 exceeds $250,000, and the applicable Basket then the PDN Indemnified Persons will other Party and its Affiliates and the Company and its Affiliates shall be entitled to recover only assert claims under this Article IX for indemnification for the amount of such amounts Damages in excess of $250,000. It is understood the applicable Basket only; PROVIDED that each of Duke's and agreed by Phillips' obligation under this Article IX shall not exceed the parties applixxxxx Xxp in the aggregate, and PROVIDED, FURTHER, that sole and exclusive remedy for all Losses (other than for fraud none of Duke, Phillips or willful misconduct by NAPW the Company or Proman) of the PDN Indemnified Persons their respective Affiliates shall be to entitxxx xx xssert claims for indemnification under this Article IX unless the Escrowed Shares pursuant to aggregate amount of Damages claimed in any individual Claim Notice exceeds $500,000 in the aggregate. (c) Notwithstanding the foregoing, the indemnification provision set forth in Section 5.5; provided9.2(a)(ii), howeverSection 9.2(a)(iii), that any material breach by NAPW or Proman of a Fundamental Representation Section 9.2(a)(iv), Section 9.2(b)(ii), Section 9.2(b)(iii) and Section 9.2(b)(iv) shall not be subject to the Indemnification Cap nor shall the recourse of the PDN Indemnified Persons be limited to the Escrowed SharesBasket or Cap. (bd) Neither PDN nor The parties hereto agree that the Surviving Subsidiary shall have any obligation to indemnify the NAPW Indemnified Persons under Section 5.2(a), indemnification provisions in Articles VI and no such indemnification claims IX 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 exclusive remedy of the Indemnification Cap; providedparties with respect to breaches of the representations and warranties in Articles IV and V, howeverexcept for actions grounded in fraud, that any material breach by PDN or Merger Sub of a Fundamental Representation with respect to which the remedies and limitations set forth in this Agreement shall not be subject to apply or in any manner limit the Indemnification Capscope or availability of any other remedy at law or in equity.

Indemnification Limitation. Subject to Section 10(a), Sellers shall indemnify Buyer from and against any claims or losses incurred or sustained by Sellers arising out of the breach of any representation, warranty or covenant made or to be performed by Sellers hereunder (a) Proman shall not have any including without limitation the obligation to indemnify account to Buyer for the PDN Indemnified Persons collection of Accounts Receivable collected after Closing pursuant to Section 5.13(e)), up to an aggregate amount of Three Hundred Fifty Thousand Dollars (US $350,000), PROVIDED THAT such limitation shall not apply as regards (i) claims or losses resulting from fraud on the part of the Sellers, or (ii) breaches of the representation of the Sellers set forth in Section 5(g). If Sellers fail to pay any amount due and owing by Sellers to Buyer within the time periods prescribed in Section 3(e), Buyer may recover the amounts due from Sellers from the Escrow Amount in accordance with the terms of the Escrow Agreement. With respect to breaches by Sellers of representations, warranties or covenants contained in or made pursuant to this Agreement or the Transaction Documents, and any obligation of Sellers to indemnify Buyer hereunder for such breaches (as determined by the Court), such obligations of Sellers shall be satisfied solely from amounts held by the Escrow Agent pursuant to the Escrow Agreement and Buyer shall have no other recourse whatsoever against Sellers hereunder or thereunder. Subject to the proviso set forth in the first sentence of this paragraph, in the event Buyer seeks to invoke any equitable remedy (including, without limitation, injunctive relief or specific performance), and such relief results (or if awarded would result) in Sellers incurring any cost or expense, such cost or expense shall be applied against the indemnification limit specified in this paragraph, and no such indemnification claims equitable relief shall be brought against Promangranted if and to the extent that the cost or expenses resulting to Seller would, absent fraud when aggregated with the amount of all other claims under this Agreement, either at law or willful misconduct of NAPW or Promanin equity, exceed the indemnification limit specified herein, unless Buyer undertakes to be responsible for such excess costs. Buyer shall not seek to invoke any equitable remedy based upon the total existence 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 limit. Buyer shall have no remedy whatsoever against Seller except as expressly set forth 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 5.5this Section; provided, however, that any material breach by NAPW or Proman of a Fundamental Representation the limitation set forth in this Section shall not be subject apply to the Indemnification Cap nor shall the recourse of the PDN Indemnified Persons be limited to the Escrowed SharesSellers' indemnification obligation set forth in Section 7(c). (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.