Common use of Indemnity Limits Clause in Contracts

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 by virtue of the indemnification provisions of this Article XIII. In addition to the foregoing, the amount of damages for which indemnification is provided under this Article XIII shall be net of any amounts of any tax benefit received by the indemnified Party.

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) Indemnification Claims shall be reduced by proceeds actually received by an Indemnified Party under insurance policies, risk sharing pools, or similar arrangements specifically as a result of, and in compensation for, the Retained Obligations, subject matter of an Indemnification Claim by such Indemnified Party. (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 (i) Codina shall not exceed, be obligated to indemnify Weeks against any Indemnification Claim pursuant to this Agreement unless 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 until all amounts for which indemnification is provided Codina would otherwise be obligated to indemnify Weeks under this Agreement exceeds $250,000; provided, however, that if Codina's obligation under this Article XIII V exceeds such limit, his obligation shall be net for the full amount of such obligation, from the first dollar up to the maximum amount of his liability; (ii) Codina shall not be obligated to indemnify St. Xxx against any Indemnification Claim pursuant to this Agreement unless and until all amounts actually recovered by for which Codina would otherwise be obligated to indemnify St. Xxx under this Agreement exceeds $250,000; provided, however, that if Codina's obligation under this Article V exceeds such limit, his obligation shall be for the indemnified Party full amount of such obligation, from third parties other than another indemnified Party the first dollar up to the maximum amount of his liability; and (including, without limitation, amounts actually recovered under insurance policiesiii) in no event shall the aggregate liability of Codina pursuant to this Agreement exceed $1,500,000 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 Weeks or $1,500,000 with respect to St. Xxx. (c) Notwithstanding anything herein to the claim and has no subrogation rights contrary, neither Weeks nor St. Xxx shall be obligated to indemnify against any Indemnification Claim pursuant to this Agreement until such time as Codina's aggregate right to such indemnification exceeds $250,000 with respect to the claimindemnification by St. Xxx; provided, in either instance, solely by virtue of the indemnification provisions of this Article XIII. In addition to the foregoing, the amount of damages for which indemnification is provided however that if St. Joe's obligation under this Article XIII V exceeds such limit, its obligation shall be net for the full amount of any amounts such obligation, from the first dollar up to the maximum amount of any tax benefit received its liability; and $250,000 with respect to indemnification by Weeks; provided, however, that if Weeks' obligation under this Article V exceed such limit, its obligation shall be for the indemnified Partyfull amount of such obligation, from the first dollar up to the maximum amount of its liability. St. Joe's and Weeks' aggregate liability for indemnification pursuant to Section 7.3 will not exceed $1,500,000 each.

Indemnity Limits. In no event shall either The obligation of the Parties to indemnify each other pursuant to this ARTICLE 8 will also be subject to the following limitations and provisions: (a) an Indemnified Party will only be required entitled to make a claim for indemnification pursuant to Section 8.1 or 8.2, as the case be, if written notice containing reasonable particulars of such claim is delivered to the Indemnifying Party within the relevant time periods provided for in Section 8.5 or Section 8.6, as appropriate; (b) except in connection with the Specific Indemnities which are not subject to the Threshold, neither the Vendors nor the Purchaser will have any liability to indemnify under this ARTICLE 8 until the aggregate of all Damages for which the Vendors or the Purchaser, as the case may be, exceeds $[REDACTED]11 (the “Threshold”). Once the aggregate of all such Damages for which the Vendors or Purchaser, as the case may be, is responsible for indemnifying exceeds the Threshold, such Indemnifying Party will be responsible for all Damages, including Damages up to the Threshold; (c) except in connection with any Claim relating to title to the shares of the Purchased Entities, or intentional misrepresentation or fraud, or the Specific Indemnities, the maximum aggregate liability of the Vendors to indemnify the other Party for Purchaser’s Indemnified Parties under this ARTICLE 8 will be the aggregate amount of $[REDACTED]11 plus amount of the Closing Date Excess Cash; (d) the maximum aggregate liability of the Vendors to indemnify the Purchaser’s Indemnified Parties under this ARTICLE 8 in connection with any Claim hereunder unless relating to the indemnifying Party receives written notice Specific Indemnities will be the aggregate amount of $[REDACTED]11 plus amount of the Closing Date Excess Cash, less any amount paid pursuant to Section 8.4(c) above; (e) for certainty, there shall be no maximum aggregate liability of the Vendors to indemnify the Purchaser's Indemnified Parties under this Article 8 in connection with any Claim as provided relating to title to the shares of the Purchased Entities, or intentional misrepresentation or fraud, and any such Claim shall not be included in the calculation of the liability in Section 13.11. The indemnifying Party shall have no liability hereunder 8.4(c) and 8.4(d) above; 11 Redacted portions consist of commercially sensitive information (specific limitations on indemnity rights in favour of Purchaser). (f) except in connection with respect any Claim relating to any Claims until payment of the Purchase Price, title to the Consideration Shares or intentional misrepresentation or fraud, the maximum aggregate liability incurred by of the indemnified Party Purchaser to indemnify the Vendors’ Indemnified Parties under this ARTICLE 8 will be $[REDACTED]12; (g) for all otherwise indemnified Claims exceeds $500,000 certainty, there shall be no maximum aggregate liability of the Purchaser to indemnify the Vendors' Indemnified Parties under this Article 8 in connection with any Claim relating to relating to payment of the Purchase Price, title to the Consideration Shares or intentional misrepresentation or fraud, and any such Claim shall not be included in the calculation of the liability in Section 8.4(f) above; (h) any payment under this ARTICLE 8 will constitute an adjustment to the “Deductible”Purchase Price; and (i) and, thereafterif Closing occurs, 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 indemnification provisions in this sentence shall not apply to any Claims caused by, resulting from or incidental to (a) ARTICLE 8 will be the Retained Obligations, (b) a breach by a Party of its obligations sole remedy for Damages under Sections 11.05, 11.10(b) or 11.10(c), or (c) this Agreement for any breach of a representation or warranty and neither the Indemnified Party nor any representation relating to Taxes; and provided of its Affiliates will have any further that recourse for Damages against the Vendors or the Purchaser or any of their respective Affiliates, as applicable, 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 facts or circumstances giving rise to Seller (as adjusted hereunder); provided that the foregoing limitations in this sentence shall not apply to any Claims caused by, resulting from such breach of representation 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 by virtue of the indemnification provisions of this Article XIII. In addition to the foregoing, the amount of damages for which indemnification is provided under this Article XIII shall be net of any amounts of any tax benefit received by the indemnified Partywarranty.