Common use of Indemnification Limitation Clause in Contracts

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 arbitrator) in accordance with this ARTICLE VII, as reported on The Nasdaq Stock Market or such other national securities exchange on which the PalEx Common Stock is principally traded. Notwithstanding the foregoing, the limitations set forth in this SECTION 7.5 shall not apply to fraudulent misrepresentations.

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)7.4, the aggregate indemnification obligation of the Indemnifying Stockholders Stockholder under SECTION 7.1(A) shall be limited to 50% of (a) the value of any shares of PalEx Common Stock that (i) were received by the Indemnifying Stockholders, or either of them, Stockholder in (A) the Merger and/or (B) the merger of ESP Realty Corp.Acme Barrel Company, Inc., an Illinois corporation, Inc. 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 the Stockholder in a bona fide arms'-length transaction to a third party that is not an Affiliate of either Indemnifying the 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 the Stockholder, less (c) the amount of any Losses (as such term is defined in the ERI Acme Acquisition Agreement and the ESP ERI Acquisition Agreement, respectively) paid by the Indemnifying Stockholders, or either of them, Stockholder as an indemnifying party under the ERI Acquisition Agreement or the ESP Acme 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 the Stockholder. (cb) 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 Stockholder (either by agreement or pursuant to a judgment or binding determination by an arbitrator) in accordance with this ARTICLE VII, as reported on The Nasdaq Stock Market or such other national securities exchange on which the PalEx Common Stock is principally traded. Notwithstanding the foregoing, the limitations set forth in this SECTION 7.5 shall not apply to fraudulent misrepresentations.

Indemnification Limitation. (ai) 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 Neither FINOVA nor Litchfield shall be jointly obligated to indemnify the Administrative Agent under Section 10.4 of the Amended LSA in respect of any liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, counsel fees and severally liable only disbursements) or disbursements of any kind or nature whatsoever incurred by the Administrative Agent and referred to in said Section 10.4 that arose prior to the extent Second Amendment Closing Date or were connected with the performance of 42% duties of such Losses; PROVIDED, HOWEVER, that notwithstanding anything the Administrative Agent prior to the contrary contained herein, Second Amendment Closing Date under the foregoing limitation Amended LSA and/or under the other Security Documents. Any such indemnification referred to above in this clause (g) required under Section 10.4 of the Amended LSA shall be effected as if FINOVA and Litchfield were not apply to the Indemnifying Stockholders' obligations and liability under SECTION 7.1(D)Lenders. (bii) Subject With respect to SECTIONS 7.4 and 7.5(A)the Administrative Agent's right to indemnity under Section 10.4 hereof, the aggregate FINOVA's Pro Rata Share indemnification obligation of the Indemnifying Stockholders under SECTION 7.1(A) shall be Administrative Agent is hereby limited to (a) such matters indemnified thereunder that arise from acts of the value Administrative Agent taken at the direction of any shares of PalEx Common Stock that (i) were received by the Indemnifying Stockholders, or either of them, in (A) Canyons Required Lenders after 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 StockholderSecond Amendment Closing Date. (ciii) For purposes With respect to the Administrative Agent's right to indemnity under Section 10.4 hereof, Litchfield's Pro Rata Share indemnification of this SECTION 7.5the Administrative Agent is hereby limited to such matters indemnified thereunder that arise from acts of the Administrative Agent taken at the direction of Required Lenders as to which Litchfield is a member after the Second Amendment Closing Date. (iv) With respect to the Administrative Agent's right to indemnity under Section 10.4 hereof, Green Tree's Pro Rata Share indemnification of the value Administrative Agent is hereby limited to such matters indemnified thereunder that arise from acts of Purchase Price Shares shall be the average closing price per share Administrative Agent taken at the direction of PalEx Common Stock for Required Lenders as to which Green Tree is a member after the 10 trading days ending on Second Amendment Closing Date. (v) With respect to the second trading day before Administrative Agent's right to indemnity under Section 10.4 hereof, Textron's Pro Rata Share indemnification of the date Administrative Agent is hereby limited to such matters indemnified thereunder that arise from acts of the Administrative Agent taken at the direction of Required Lenders as to which Textron is a Loss becomes payable by member after the Indemnifying Stockholders (either by agreement or pursuant to a judgment or binding determination by an arbitrator) in accordance with this ARTICLE VII, as reported on The Nasdaq Stock Market or such other national securities exchange on which the PalEx Common Stock is principally traded. Notwithstanding the foregoing, the limitations set forth in this SECTION 7.5 shall not apply to fraudulent misrepresentationsSecond Amendment Closing Date.

Indemnification Limitation. (Seller will not be obligated to indemnify Buyer for any Loss for which the Purchase Price has been adjusted pursuant to Section 1.4. a) Subject Save as for claims related to SECTIONS 7.4 the divestiture agreement with Applied Composites AB and 7.5(Bto the discontinuation of the manufacturing of mobile cold storages, Seller will not be obliged to indemnify Buyer for any Loss unless the aggregate amount of all Losses is greater than SEK 3,000,000 (it is 25 25 understood that if the Losses exceed such SEK 3,000,000, the Buyer shall be entitled to indemnification for the aggregate amount of all Losses). It is further understood that Losses for which Seller's liability has expired as set forth in subsection b) and c) below will neither be subject to any payment obligation of Seller nor included in the of the aggregate amount except if the aggregate amount of Losses, for which claims have been duly made on and before 28 February 1998 and of Losses under subsection c) (iii) below, for which claims have been duly made within the time limit set out therein, exceeds SEK 3,000,000, then the cumulative amount of such Losses will be recoverable. b) Except as provided in subsection 4.2.c below, any claims for indemnification hereunder will be made in writing not later than 60 days after Buyer becomes aware of the breach in question, describing in reasonable detail the nature of the claim and a good faith estimate of the amount claimed. Seller's obligation to indemnify Buyer in respect of such claim will only apply to claims made on or before 28 February 1998. (i) Any claims for indemnification in respect of liabilities for taxes and social charges will be made by Buyer in writing as soon as possible after liability has been claimed with Buyer, Company or any Subsidiary by the relevant authority, and Seller's obligation to indemnify Buyer in respect of such liability terminate on the earlier of three months thereafter or three months after valid and final judgment with respect to any Losses for which the Indemnifying Stockholders are obligated such liability has been entered by a court or liable under this ARTICLE VII, the Indemnifying Stockholders shall be jointly and severally liable only to the extent tax authority 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)competent jurisdiction. (bii) Subject to SECTIONS 7.4 and 7.5(A), the aggregate Any claims for indemnification obligation in respect of environmental matters will be made by Buyer in writing not later than 60 days after Buyer becomes aware of the Indemnifying Stockholders under SECTION 7.1(A) shall be limited to (a) breach in question, describing in reasonable detail the value nature of any shares the claim and a good faith estimate 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 Agreementclaimed. 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 arbitrator) in accordance with this ARTICLE VII, as reported on The Nasdaq Stock Market or such other national securities exchange on which the PalEx Common Stock is principally traded. Notwithstanding the foregoing, the limitations set forth in this SECTION 7.5 shall not apply to fraudulent misrepresentations.Seller's obligation

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)7.4, the aggregate indemnification obligation of the Indemnifying Stockholders under SECTION 7.1(A) shall be limited to 50% of (a) the value of any shares of PalEx Common Stock that (i) were received by the Indemnifying Stockholders, or either of them, Stockholders in (A) the Merger and/or (B) the merger of ESP Realty Corp., Inc., an Illinois corporation, Inc. into a subsidiary of PalEx on under the date hereof, ESP Acquisition Agreement and/or (Cc) the merger of ERI into Acme with a subsidiary of PalEx on under the date hereof Acme Acquisition Agreement (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 any Stockholder in a bona fide arms'-length transaction to a third party that is not an Affiliate of either Indemnifying any 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 any Stockholder, less (c) the amount of any Losses (as such term is defined in the ERI Acme Acquisition Agreement and or the ESP Acquisition Agreement, respectively) paid by the Indemnifying Stockholders, or either of them, Stockholders as an indemnifying party under the ERI Acme 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 any Stockholder. (cb) 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 arbitrator) in accordance with this ARTICLE VII, as reported on The Nasdaq Stock Market or such other national securities exchange on which the PalEx Common Stock is principally traded. Notwithstanding the foregoing, the limitations set forth in this SECTION 7.5 shall not apply to fraudulent misrepresentations.