Limit on Indemnification. Notwithstanding any breach of any standard of care or duty, including breach of a fiduciary duty, by the Indemnitee, the Corporation shall indemnify Indemnitee except when a final adjudication establishes that Indemnitee’s acts or omissions involved intentional misconduct, fraud, or a knowing violation of law and were material to the cause of action.
Limit on Indemnification. Notwithstanding any breach of any standard of care or duty, including breach of a fiduciary duty, by the Indemnitee, and subject to the restrictions in Nevada Revised Statutes § 78.7502 or any successor Nevada Law, the Corporation shall indemnify Indemnitee except when a Final Adjudication establishes that Indemnitee’s acts or omissions involved intentional misconduct, fraud, or a knowing violation of law and were material to the cause of action.
Limit on Indemnification. Notwithstanding Section 10.2 to the contrary, no Fund Covered Person shall be entitled to indemnification in any Proceeding under Section 10.2 to the extent that such Fund Covered Person initiated the Proceeding unless such Proceeding was brought to enforce such Fund Covered Person’s rights to indemnification hereunder.
Limit on Indemnification. Notwithstanding any breach of any standard of care or duty, including breach of a fiduciary duty, by the Indemnitee, and subject to the restrictions in Utah Revised Business Corporation Act § 16-10a-909 or any successor Utah Law, the Corporation shall indemnify Indemnitee except when a Final Adjudication establishes that Indemnitee’s acts or omissions involved intentional misconduct, fraud, or a knowing violation of law and were material to the cause of action.
Limit on Indemnification. (a) The aggregate indemnification obligations of the Designated Shareholders under this Agreement and the Non-Designated Shareholders pursuant to Section 4 of the Shareholders' Agreement shall not exceed the Aggregate Escrowed Consideration (the "Indemnification Cap"). In addition, the aggregate liability of each Designated Shareholder under this Section 7 shall not exceed his pro rata portion of the Aggregate Escrowed Consideration (except in the event of fraud or intentional misconduct).
(b) The Designated Shareholders shall not be liable to any Indemnitee for any Damages that are indemnifiable pursuant to Section 7.2 until the aggregate amount of Damages claimed by all Indemnitees under this Agreement or the Shareholders' Agreement exceeds $600,000 (the "Threshold Amount"), after which the Indemnitees may recover any Damages that exceed the Threshold Amount. No Indemnitee shall be entitled to make a claim against a Designated Shareholder under Section 7.2 unless the Damages resulting from any individual claim or series of related claims exceeds $1,000 (the "Minimum Indemnification Amount"), provided that claims that are less than the Minimum Indemnification Amount will be considered in determining whether the Threshold Amount has been met.
(c) Indemnitees acknowledge that their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated hereby (other than claims in respect of fraud or intentional misconduct) shall be pursuant to the indemnification provisions set forth in this Section 7. Any indemnification claims shall be satisfied solely from the Escrow Fund (as defined in the Escrow Agreement), and the Designated Shareholders shall have no liability other than the potential recovery by Indemnitees of such Designated Shareholder's pro rata portion of the Escrow Fund (except in the event of fraud or intentional misconduct).
Limit on Indemnification. You shall not be required to indemnify or hold us harmless from tort liability resulting from our acts or omissions.
Limit on Indemnification. Provider shall not be required to indemnify or hold United harmless from tort liability resulting from acts or omissions of United.
Limit on Indemnification. 53 15.02 Survival of Representations Warranties and Indemnification................................................................ 53 15.03
Limit on Indemnification. Notwithstanding any implication to the ------------------------ contrary contained herein, the parties hereby agree that the maximum amount of indemnification to which the Buyer Indemnified Parties, whether individually or collectively, or the Seller Indemnified Parties, whether individually or collectively, shall be entitled under this Article VI shall be $100,000.00 in the aggregate. The parties acknowledge and agree that such a limitation is reasonable.
Limit on Indemnification. Notwithstanding the other provisions of this Agreement, the aggregate liability of Sellers for indemnification under this Section 13 shall be limited to the Adjusted Purchase Price.
