Indemnity Limits. Our total liability to pay compensation, Claimant’s costs, fees and expenses and defence costs shall not exceed the Indemnity limit stated in the Policy schedule. Indemnity limit applies to any one claim or series of claims arising from one originating cause. Indemnity limit shall represent the total amount of company’s liability during the Policy Period.
Indemnity Limits. In no event shall either Party be required to indemnify the other Party for any Claim hereunder unless the indemnifying Party receives written notice of the Claim as provided in Section 13.11. The indemnifying Party shall have no liability hereunder with respect to any Claims until the aggregate liability incurred by the indemnified Party for all otherwise indemnified Claims exceeds $500,000 (the “Deductible”) and, thereafter, the indemnifying Party shall be liable hereunder for only those indemnified Claims exceeding the Deductible; provided, that, after the Deductible has been satisfied, the indemnifying Party shall have no liability hereunder with respect to any individual Claim in an amount less than $25,000; and provided further that the foregoing limitations in this sentence shall not apply to any Claims caused by, resulting from or incidental to (a) the Retained Obligations, (b) a breach by a Party of its obligations under Sections 11.05, 11.10(b) or 11.10(c), or (c) any breach of any representation relating to Taxes; and provided further that in calculating the Deductible and the Threshold with respect to any indemnified Claims under Section 13.08(b)(i), all materiality qualifiers (including a Seller Material Adverse Effect) in any Party’s representations and warranties (except for Seller’s representations and warranties under Section 6.01(o)) shall be disregarded. Notwithstanding anything herein to the contrary, the indemnifying Party’s aggregate liability hereunder shall not exceed, and shall be limited to, one hundred percent (100%) of the Purchase Price to Seller (as adjusted hereunder); provided that the foregoing limitations in this sentence shall not apply to any Claims caused by, resulting from or incidental to the Retained Obligations. In addition to the foregoing, the amount of damages for which indemnification is provided under this Article XIII shall be net of any amounts actually recovered by the indemnified Party from third parties other than another indemnified Party (including, without limitation, amounts actually recovered under insurance policies) with respect to the damages. An indemnifying Party shall be subrogated to the rights of an indemnified Party upon the Indemnified Party’s payment in full of the amount of the relevant loss. An insurer who is otherwise obligated to pay a Claim is not relieved of the responsibility with respect to the claim and has no subrogation rights with respect to the claim, in either instance, solely...
Indemnity Limits. Notwithstanding anything herein to the contrary:
8.6.1 ASSIGNOR shall not be required to indemnify ASSIGNEE with respect to any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Sections 7.2.1(b), (c) or (d) unless ASSIGNEE has provided ASSIGNOR with a Claim notice pursuant to Section 8.5 within two (2) years after the Closing Date;
8.6.2 ASSIGNOR shall not be required to indemnify ASSIGNEE pursuant to Section 8.4 for any individual Claim of less than $50,000, other than any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Section 7.2.1(g), which shall not be subject to such limitation;
8.6.3 ASSIGNOR shall not be required to indemnify ASSIGNEE pursuant to Section 8.4.1 for any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Section 7.2.1(e) unless the aggregate amount of such Claims exceeds one and a half percent (1½%) of the Purchase Price; provided, that once the aggregate amount of such Claims exceeds such amount, ASSIGNOR shall be required to indemnify ASSIGNEE for all such Claims;
8.6.4 ASSIGNOR shall not be required to indemnify ASSIGNEE pursuant to Section 8.4.1 for any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Section 7.2.1(e) to the extent that the aggregate amount of such Claims exceeds fifty percent (50%) of the Purchase Price;
8.6.5 ASSIGNEE shall not be required to indemnify ASSIGNOR pursuant to Section 8.3 for any individual Claim of less than $50,000, other than any Claim arising from ASSIGNEE’s Assumed Obligations pursuant to Section 7.1.1(g), which shall not be subject to such limitation;
8.6.6 From and after the Closing, terms and provisions of this Article 8 shall be (a) ASSIGNEE’s sole and exclusive remedy for any Claims caused by, resulting from, or incidental to ASSIGNOR’s Retained Obligations and (b) ASSIGNOR’s sole and exclusive remedy for any Claims caused by, resulting from, or incidental to ASSIGNEE’s Assumed Obligations; and
8.6.7 Except with respect to ASSIGNOR’s Retained Obligations or ASSIGNEE’s Assumed Obligations, nothing contained in this Agreement (other than the survival provision in Section 11.4) shall prohibit ASSIGNOR or ASSIGNEE from bringing a breach of contract claim against the other party related to any breach of any representation or warranty or any covenant or agreement made by such party in this Agreement (or in any certificate delivered by such party or its representatives at the Closing).
Indemnity Limits. Neither Purchaser nor Sellers will be liable under Section 5.1(b)(3) or 5.2(a)(1) in respect of (i) Hazardous Materials existing on the Property (including in ground water, soil or soil vapor or in the ambient air over the Property) as of the Closing, or (ii) defects in the Improvements that exist as of Closing or non-compliance of the Improvements with applicable laws that exist as of the Closing (but without limiting any rights that the Project Owner may have under the Construction Contract). The limitations of this Section 5.3 do not extend to personal injury, loss of property (other than the Property) or death that results from Hazardous Materials, defects in the Improvements or noncompliance of the Improvements with applicable laws, responsibility for which will be apportioned between Seller and Purchaser in accordance with Section 5.1(b)(3) or 5.2(a)(1) based on the time that the injury, loss or death occurs.
Indemnity Limits. The limits of the above indemnity obligations shall not apply to or limit either Party’s responsibility for attorneys’ fees and costs under this Contract, as allowed by law.
Indemnity Limits. Notwithstanding anything to the contrary contained herein, (a) Seller’s indemnification obligation under Section 17.06 shall only apply if Buyer has provided Seller with written notice claiming indemnification within six (6) months after the Closing, and (b) Buyer shall bear sole responsibility for the aggregate costs associated with all Claims and Liabilities for which Seller has indemnified Buyer up to a deductible percentage of two percent (2%) of the Purchase Price. By the prior sentence, it is the intent that Seller shall only be obligated to provide indemnity to the extent such Claims and Liabilities exceed the deductible percentage of two percent (2%) of the Purchase Price. In no event shall Seller be required to indemnify Buyer for any amount or to pay any other amount in connection with or with respect to the transactions contemplated in this Agreement exceeding in the aggregate twenty percent (20%) of the Purchase Price.
Indemnity Limits. Notwithstanding anything herein to the contrary, Seller and Buyer shall not be obligated to indemnify, defend and hold harmless the other party pursuant to this Section 9 unless and until and to the extent that the aggregate amount of such Buyer's Damages or Seller's Damages, as the case may be, exceeds Ten Thousand Dollars ($10,000).
Indemnity Limits. Neither Parent nor Seller shall be required to indemnify Purchaser and any other member of the Purchaser Group for any Purchaser Losses under Section 12.2(a) hereof until the aggregate amount of all Purchaser Losses under all individual Indemnification Claims shall exceed One Hundred Thousand Dollars ($100,000) (the "Seller Floor"), and then Parent and Seller shall be obligated to indemnify Purchaser and any other member of the Purchaser Group only for Purchaser Losses which exceed the Seller Floor. In addition, except as set forth in the following sentence, the aggregate liability of Parent, Seller and the Intactix Subs for all Purchaser Losses shall not exceed twenty percent (20%) of the Purchase Price, as such Purchase Price may be adjusted pursuant to Section 2.6 hereof. Notwithstanding the foregoing, the aggregate liability of the Parent, Seller and the Intactix Subs for Purchaser Losses arising from or related to: (i) Excluded Liabilities, (ii) the breach, inaccuracy, untruth or incompleteness of any representation or warranty of Parent or Seller contained in Sections 4.6, 4.11, 4.14, or 4.20 hereof, or (iii) Item 9 of the Indemnification Schedule shall not be subject to the limitations contained in this Section 12.2(b).
Indemnity Limits. Xxxxxxx’s indemnity obligation under Section 16.1 of this Agreement will be limited to a maximum of $1,000 of the total amount in Contractor Damages that Contractor paid or other- wise incurred per occurrence, and in no event will Carrier’s indemnity obligation under Section 16.1 of this Agreement ex- ceed $10,000 where multiple claims arise in combination out of any one occurrence.
Indemnity Limits. With respect to any claim of Damages under Subsection (a) of this Section arising from
