Indemnity Limitations. (a) The right of the Indemnified Parties to be indemnified pursuant to this ARTICLE VIII shall be capped at the Escrow Amount with respect to any breach of any representation or warranty of the Company set forth in this Agreement, other than with respect to (i) the Tax Representation, which shall be capped at $9,100,000; (ii) the Intellectual Property Representation, which shall be capped at $17,625,000, (iii) the Fundamental Representations, which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement; (iv) claims under Sections 8.03(ii)-(vi), which shall be capped at the total amount of the Merger Consideration paid to Shareholders pursuant to this Agreement and (v) Fraud, which shall be uncapped against the person who committed such Fraud. Other than in the case of Fraud, in no event shall any Shareholder be liable for Damages in excess of the amount of Merger Consideration actually received by such Shareholder pursuant to this Agreement, or in excess of such Shareholder’s Pro Rata Indemnification Percentage of any indemnifiable Damages.
(b) The Indemnified Persons shall recover any amounts payable pursuant to the indemnification provisions of this Agreement (A) first from the Escrow Fund and then (B) if the Escrow Fund has been exhausted, by exercising the right of set-off described in Section 8.07 and (C) if the Escrow Fund has been exhausted and the right of set-off is insufficient to compensate the Indemnified Persons for such Damages, then from the applicable Indemnifying Shareholder or Indemnifying Shareholders (in all cases subject to the limitations set forth in this Agreement).
(c) Notwithstanding any provision contained herein to the contrary, the representations and warranties contained in this Agreement shall not be affected by any investigation, verification or examination by any party or by anyone on behalf of such party.
(d) Damages for which indemnification is provided pursuant to Section 8.03 of this Agreement shall be net of any amounts that may be recovered by the Indemnified Person under any insurance policy with respect to such Damages and shall be adjusted to take account the net present value of any Tax benefit and any Tax cost of the Indemnified Person which may arise from the incurrence of or payment for any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, d...
Indemnity Limitations. Notwithstanding Section 13.1, Insecure shall have no liability for any claim of infringement based on (a) the use of a superseded or altered version of Npcap if infringement would have been avoided by the use of a current or unaltered version of Npcap which Insecure made available to Licensee, provided that Insecure notified Licensee that superseded version contained a possible infringement, (b) the combination, operation or use of Npcap with software, hardware or other materials not furnished by Insecure, if infringement would have been avoided but for such combination, operation, or use, or (c) Licensee violations of the 3rd party licenses disclosed in Article 11.
Indemnity Limitations. If Vodafone sources Equipment from a third party manufacturer or reseller, Vodafone shall attempt to secure from it an indemnity against third party claims for infringement of Intellectual Property Rights in the Equipment. Vodafone’s liability to Customer in respect of third party claims for infringement of Intellectual Property Rights in the Equipment will not exceed the liability of the third party manufacturer or reseller to Vodafone.
Indemnity Limitations. The indemnity obligations set forth in sections A and B above shall not apply (i) to any costs or expenses not reasonably incurred by the indemnitee, or (ii) to any claims, causes of action, liabilities, losses, costs and expenses resulting from a default by the
Indemnity Limitations. JetBrains will have no liability for any claim of infringement based on:
(i) code contained within Space that was not created by JetBrains including, but not limited to, third party software;
(ii) any action that arises or results directly or indirectly from Enterprise Customer’s modification, misuse, or abuse of Space;
(iii) use of a superseded or altered release of the Product, if such infringement would have been avoided by the use of the current, unaltered release of Space;
Indemnity Limitations. Notwithstanding Section 13.1, NSL shall have no liability for any claim of infringement based on (a) the use of a superseded or altered version of Npcap if infringement would have been avoided by the use of a current or unaltered version of Npcap which NSL made available to Licensee, provided that NSL notified Licensee that superseded version contained a possible infringement, (b) the combination, operation or use of Npcap with software, hardware or other materials not furnished by NSL, if infringement would have been avoided but for such combination, operation, or use, or (c) Licensee violations of the 3rd party licenses disclosed in Article 11.
Indemnity Limitations. The indemnity obligations set forth in section A and B above shall not apply (i) to any costs or expenses not reasonably incurred by the indemnitee, or (ii) to any claims, causes of action, liabilities, losses, costs and expenses resulting from a default by the indemnitee hereunder. This Lease and each and every provision hereof is subject to the provisions of Massachusetts General Laws, Chapter 186, Section 15, as the same may from time to time be in force and applicable, and wherever any provision herein might be construed to violate said statute, such provision shall be construed as though it included the words "subject and to the extent enforceable in accordance with the provisions of Massachusetts General Laws, Chapter 186, Section 15.
Indemnity Limitations. (a) Cap; Threshold. Seller’s aggregate liability to the Buyer Indemnified Parties under Section 9.3(i) shall not exceed ten percent (10%) of the Purchase Price, except for Seller’s representations and warranties in Sections 4.1(a), (b), (c), (d), (m) and (n)(i), which shall not be subject to such limit. No claim (other than a claim based on a breach of Sections 4.1(a), (b), (c), (d), (m) and (n)(i)) may be made against Seller for indemnification under Section 9.3(i) with respect to any individual item (or group of related items) of Loss unless such Loss exceeds $50,000 (nor shall any such Loss below such threshold be applied to or considered for purposes of calculating Seller’s aggregate liability to the Buyer Indemnified Parties).
Indemnity Limitations. INSIGNIA AND IESG
(a) Insignia and IESG will have no liability (for indemnification or otherwise) under Section 10.2(a), (d) or (e) until the aggregate of all Buyer Losses with respect to such matters exceeds $350,000; provided, however, that if the total of the Buyer Losses exceeds $350,000, Insignia and IESG shall be liable for the total amount of all Buyer Losses from the first dollar thereof, and not merely the amount by which such Buyer Losses exceeds $350,000. Notwithstanding the foregoing general limitation or any other provision of this Agreement which may be to the contrary, this Section 10.6(a) shall not apply to the costs and obligations allocated to Insignia and IESG under Article 2 or Section 10.9 hereof.
(b) Notwithstanding anything in this Agreement to the contrary, the aggregate Buyer Losses for which Insignia and IESG shall be liable under this Section 10 shall be limited to the aggregate Purchase Price actually received by the Seller Parties.
(c) If any Buyer Losses arise out of any real estate transaction entered into by or on behalf of any of the Companies in the Ordinary Course of Business either prior to or at any time after the Closing, to the extent that Buyer or any of the Companies receive or are entitled to receive and retain the commissions or other revenues attributable to such transaction after the Closing then, except to the extent that Insignia or IESG had Knowledge of such claim prior to the Closing, was under an obligation to disclose the same, and failed to disclose the same, the liability of Insignia and IESG (for indemnification or otherwise) for any Buyer Losses with respect to such real estate transactions shall be offset by the amount of such commissions or other revenues received by Buyer or the Companies attributable to such transaction after the Closing.
Indemnity Limitations. Notwithstanding the foregoing, neither party shall be obligated to indemnify the other party or any of its agents, directors, officers, employees or controlling persons under this agreement, with respect to any claim, liability, loss, damage or expense that is finally judicially determined to have resulted primarily from such party's gross negligence or misfeasance.
