Common use of Indemnification Limitations Clause in Contracts

Indemnification Limitations. (a) Subject to the other provisions of this Article VII, each Indemnified Person shall act in good faith, and will make the same decisions in the use of personnel and the incurring of expenses as it would make if it were engaged and acting entirely at its own cost and for its own account regarding the conduct of any proceedings or the taking of any action for which indemnification may be sought. (b) Each Indemnified Person shall use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification pursuant to the provisions of Section 7.1. In the event an Indemnified Person fails to so mitigate a Loss, the Indemnifying Person shall have no liability for any portion of such Loss that reasonably could have been avoided had the Indemnified Person made such efforts. (c) Upon making any indemnification payment in respect of a Third-Party Claim, the Indemnifying Person will, to the extent of such payment, be subrogated to all rights of the Indemnified Person against the relevant third party in respect of the Loss to which the payment relates; provided, however, that until the Indemnified Person recovers full payment for such Loss, any and all claims of the Indemnifying Person against any such third party on account of said payment are hereby made expressly subordinated and subjected in right of payment to the Indemnified Person’s rights against such third party. Without limiting the generality of any other provision of this Agreement, each such Indemnified Person and Indemnifying Person will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights.

Indemnification Limitations. (a) Subject to the other provisions of this Article VIIV, each Indemnified Person shall act in good faith, and will make the same decisions in the use of personnel and the incurring of expenses as it would make if it were engaged and acting entirely at its own cost and for its own account regarding the conduct of any proceedings or the taking of any action for which indemnification may be sought. (b) Each Indemnified Person shall use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification pursuant to the provisions of Section 7.15.1 or Section 5.2. In the event an Indemnified Person fails to so mitigate a Loss, the Indemnifying Person shall have no liability for any portion of such Loss that reasonably could have been avoided had the Indemnified Person made such efforts. (c) Upon making any indemnification payment in respect of a Third-Party Claim, the Indemnifying Person will, to the extent of such payment, be subrogated to all rights of the Indemnified Person against the relevant third party in respect of the Loss to which the payment relates; provided, however, that until the Indemnified Person recovers full payment for such Loss, any and all claims of the Indemnifying Person against any such third party on account of said payment are hereby made expressly subordinated and subjected in right of payment to the Indemnified Person’s rights against such third party. Without limiting the generality of any other provision of this Agreement, each such Indemnified Person and Indemnifying Person will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights.

Indemnification Limitations. (a) Subject Notwithstanding the provisions of Section 9.2, the Seller shall not be required to indemnify any Person entitled to indemnification thereunder, and shall not have any liability: (i) under Section 9.2(a), unless the aggregate of all Losses subject to indemnification under Section 9.2(a) exceeds, on a cumulative basis, an amount equal to $1,743,750 (the “Basket Amount”), in which case the Seller shall be liable for the amount of such Losses that exceed the Basket Amount; provided, that claims for indemnification arising out of a breach of any of the Fundamental Reps shall not be subject to the other provisions Basket Amount but instead shall be recoverable on a dollar-for-dollar basis; and (ii) under Section 9.2(a) in excess of this Article VII$20,000,000; provided, each Indemnified Person that claims based on any of the Fundamental Reps shall act in good faith, and will make the same decisions in the use of personnel and the incurring of expenses as it would make if it were engaged and acting entirely at its own cost and for its own account regarding the conduct of any proceedings or the taking of any action for which indemnification may not be soughtsubject to such cap. (b) Each Indemnified Person Notwithstanding anything to the contrary in this Agreement: (i) except in cases involving fraud, the total aggregate amount in respect of which the Seller shall use its commercially reasonable efforts to mitigate be liable for indemnification under any provision of Section 9.2 shall not exceed the aggregate cash consideration actually received by the Seller under Article II; (ii) the Seller shall not be liable for indemnification under any provision of Section 9.2 for any Loss that is subject to indemnification pursuant to the provisions of Section 7.1. In extent that a specific adjustment, accrual or reserve for the event an Indemnified Person fails to so mitigate a Loss, the Indemnifying Person shall have no liability for any portion amount of such Loss that reasonably could was reflected in the Closing Statement; and (iii) no party shall have been avoided had any liability to any other party under this Agreement or the Indemnified Ancillary Agreements or with respect to the transactions contemplated hereby or thereby for any punitive damages (other than such punitive damages payable to a third Person made such effortsunder a Third Party Claim). (c) Upon making any indemnification payment in respect of a Third-Party Claim, the Indemnifying Person will, Notwithstanding anything to the extent of such payment, be subrogated to all rights of the Indemnified Person against the relevant third party contrary in respect of the Loss to which the payment relates; provided, however, that until the Indemnified Person recovers full payment for such Loss, any and all claims of the Indemnifying Person against any such third party on account of said payment are hereby made expressly subordinated and subjected in right of payment to the Indemnified Person’s rights against such third party. Without limiting the generality of any other provision of this Agreement, each such Indemnified Person and Indemnifying Person will duly execute upon request all instruments reasonably necessary for purposes of determining the accuracy of any representation or warranty subject to evidence and perfect the above-described subrogation and subordination rights.indemnification under

Indemnification Limitations. (a) Subject Notwithstanding any provision to the other provisions contrary contained in this Agreement, Purchaser shall be under no liability to indemnify the Seller Group under 10.3.1 and no claim under Section 10.3.1 of this Article VII, each Indemnified Person Agreement shall: (i) be made unless notice thereof shall act in good faith, and will make the same decisions have been given by or on behalf of Seller to Purchaser in the use of personnel and the incurring of expenses as it would make if it were engaged and acting entirely at manner provided in Section 10.4, unless failure to provide such notice in a timely manner does not materially impair Purchaser's ability to defend its own cost and for rights, mitigate damages, seek indemnification from a third party or otherwise protect its own account regarding the conduct of any proceedings or the taking of any action for which indemnification may be sought.interests; (bii) Each Indemnified Person shall use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification pursuant to the provisions of Section 7.1. In the event an Indemnified Person fails to so mitigate a Loss, the Indemnifying Person shall have no liability for any portion of such Loss that reasonably could have been avoided had the Indemnified Person be made such efforts. (c) Upon making any indemnification payment in respect of a Third-Party Claim, the Indemnifying Person will, to the extent that any loss may be recovered under a policy of such payment, be subrogated to all rights insurance in force on the date of the Indemnified Person against the relevant third party in respect loss (other than a policy of the Loss to which the payment relatesinsurance with an affiliate of Seller); provided, however, that until this Section 10.3.2(a)(ii) shall not apply to the Indemnified Person recovers full payment for extent that coverage under the applicable policy of insurance is denied by the applicable insurance carrier; (iii) be made to the extent that such Lossclaim relates to a liability of Seller arising out of or relating to any act, omission, event or occurrence connected with: (A) the use, ownership or operation of any and all claims of the Indemnifying Person Hospitals, or (B) the use, operation or ownership of any of the Assets, prior to the Effective Time, other than as specifically included in the Assumed Obligations; (iv) be made to the extent such claim relates to an obligation or liability for which Seller has agreed to indemnify Purchaser pursuant to Section 10.2; (v) be made to the extent such claim seeks Consequential Damages; provided, however, the limitation contained in this Section 10.3.2. (a) (v) shall not apply to the extent of any payments which Seller or any member of the Seller Group is required to make to a third party (other than any third party which is a member of the Seller Group) which are in the nature of Consequential Damages; and (vi) accrue to Seller or any member of the Seller Group under Section 10.3.1(a) unless and only to the extent that (A) the actual liability of Purchaser in respect of any single claim under Section 10.3.1 (a) exceeds Five Thousand Dollars ($5,000) (a "Seller Relevant Claim") and (B) the total actual liability of Purchaser under Section 10.3.1 (a) in respect of all Seller Relevant Claims in the aggregate exceeds One Million Dollars ($1,000,000) (the "Seller Aggregate Amount"), in which event Seller or any member of the Seller Group shall be entitled to seek indemnification under Section 10.3.1 (a) for all Seller Relevant Claims only in an amount of Damages which exceed the Seller Aggregate Amount. (b) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate liability of Purchaser to the Seller Group under this Agreement, subsequent to Purchaser paying the Cash Purchase Price at Closing (as adjusted pursuant to Section 1.4), shall not exceed an additional amount equal to the Cash Purchase Price. (c) If Seller or any member of the Seller Group is entitled to recover any sum (whether by payment, discount, credit or otherwise) from any third party (other than an insurance carrier or an affiliate of Seller) in respect of any matter for which a claim of indemnity could be made against any Purchaser hereunder, Seller shall, at its option, either use its reasonable endeavors to recover such sum from such third party on account and any sum recovered will reduce the amount of said payment are hereby made expressly subordinated and subjected in the claim, or assign to Purchaser the right of payment Seller or the applicable member of the Seller Group to the Indemnified Person’s rights against pursue such third party. Without limiting If Purchaser pays to any member of the generality Seller Group an amount in respect of any a claim, and such member of the Seller Group subsequently recovers from a third party (other provision than an insurance carrier or an affiliate of this AgreementSeller) a sum which is referable to that claim, each such Indemnified Person Seller shall, and Indemnifying Person will duly execute upon request shall cause the applicable member of the Seller Group to, forthwith repay to Purchaser so much of the amount paid by Seller or the applicable member of the Seller Group as does not exceed the sum recovered from the third party less all instruments reasonably necessary to evidence reasonable costs, charges and perfect expenses incurred by Seller or the above-described subrogation applicable member of the Seller Group in obtaining payment in respect of that claim and subordination rightsin recovering that sum from the third party.