Limit on Indemnification Amount Sample Clauses

Limit on Indemnification Amount. Notwithstanding the foregoing provisions of this Section 3.4, the payments required to be made by any Affected Stockholder to the Company pursuant to this Section 3.4 shall not exceed the lesser of (A) the amount of the refund from any Taxing Authority attributable to the reduction in such Affected Stockholder's tax liability attributable to adjustments established pursuant to the Final Determination and (B) the amount of the total distributions to such Stockholder made by the Company from January 1, 1990 through and including the Termination Date. For purposes of this Section 3.4(c), the amount of the refund shall include refunds or abatements of taxes, interest on such refunds or abatements, and any other amount actually received by the Affected Stockholder from the Taxing Authority with respect to such determination.
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Limit on Indemnification Amount. Any payment by a Stockholder to the Company pursuant to this Section 3.3 shall not exceed the amount of the total distributions made to such Stockholder by the Company after January 1, 2000, plus the Tax Dividend and any adjustment thereto pursuant to this Agreement, reduced by any taxes paid or payable by the Stockholders on the distributions and increased by any refund of taxes and interest received by the Stockholders with respect to the Company's S corporation earnings.
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Limit on Indemnification Amount. Notwithstanding the provisions ------------------------------- of this Section 3.4, all payments required to be made by any Stockholder to the Company pursuant to Section 3.4(b) shall not exceed the total distributions to pay taxes made to such Stockholder by the Company during the period beginning on the first day of the first open tax year of the Company in which the Company is deemed to have been a C corporation and ending on the Termination Date.
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Limit on Indemnification Amount. Notwithstanding the provisions of this Section 3.4, all payments required to be made by any Stockholder to the Company pursuant to Section 3.4(b) shall not exceed the total distributions to pay taxes made to such Stockholder by the Company and/or the Predecessor, as the case may be, during the period beginning on the first day of the first open tax year of the Company and/or the Predecessor, as the case may be, in which the Company and/or the Predecessor, as the case may be, is deemed to have been a C corporation and ending on the Termination Date.
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Limit on Indemnification Amount. Any payment by any Affected Stockholder to the Company pursuant to this Section 3.4 shall not exceed the lesser of (A) the amount of the refund from any Taxing Authority attributable to the reduction in such Affected Stockholder's tax liability attributable to adjustments established pursuant to the Final Determination and (B) the amount of the total distributions to such Stockholder as determined under Section 3.4(b). For purposes of this Section 3.4(c), the amount of the refund shall include refunds or abatements of taxes, interest on such refunds or abatements, and any other amount actually received by the Affected Stockholder from the Taxing Authority with respect to such determination.
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Limit on Indemnification Amount. The payments required to be made by Stockholder to the Parent pursuant to Section 3.4(b) shall not exceed the sum of (i) Stockholder's net Tax Benefit resulting from the Company being determined to have been a C corporation and (ii) with respect to the Company and/or any of the Affiliated Companies, $750,000 in the aggregate.
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Limit on Indemnification Amount. Notwithstanding the provisions of this Section 3.4, all payments required to be made by any Stockholder to the Company pursuant to Section 3.4(b) shall not exceed the total distributions made to such Stockholder by the Company to pay such Stockholder's income tax liabilities related to the taxable years for which the Company has suffered a Tax Detriment as a result of it being deemed to have been a C corporation on or prior to the Termination Date.
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Limit on Indemnification Amount. Any payment by a Stockholder to the Company pursuant to this Section 3.3 shall not exceed the amount of the total distributions made to such Stockholder by the Company from July 1, 1987 through and including the Termination Date, plus the AAA Dividend and any adjustment thereto pursuant to this Agreement, reduced by any taxes paid or payable by the Stockholders on the distributions and increased by any refund of taxes and interest received by the Stockholders with respect to the Company's S corporation earnings.
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Related to Limit on Indemnification Amount

  • Mandatory Indemnification; Indemnification as a Witness (i) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.

  • Indemnification Cap In no event shall the aggregate indemnification to be paid by any Seller under this Article VII exceed the greater of (x) the product of the Purchase Price multiplied by the proportion of such Seller’s Company Shares to the total amount of Company Shares (the “Seller Purchase Price”), or (y) the product of (i) the average closing price of the Ordinary Shares on the NASDAQ Capital Market (or succeeding trading market) over the five (5) Business Days preceding the Determination Date (as defined below) multiplied by (ii) the number of Ordinary Shares received by such Seller upon the consummation of the transactions contemplated hereby (the “Individual Seller Cap”). Notwithstanding the foregoing, the Individual Seller Cap shall not apply to claims for indemnification resulting from or relating to breaches by such Seller constituting fraud or intentional misconduct. In no event shall the aggregate indemnification to be paid by Buyer under this Article VI exceed the Purchase Price.

  • Limits on Indemnification Notwithstanding anything to the contrary contained in this Agreement:

  • Funding Loss Indemnification The Borrower shall pay to the Liquidity Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient (in the reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost, or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of anticipated profits) incurred as a result of:

  • Indemnification Payment Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law.

  • Certain Limits on Indemnification Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to:

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

  • Indemnification Limits If the Closing occurs, the Purchaser Indemnified Parties (as hereinafter defined) shall not be entitled to recover any Losses (as hereinafter defined) for breaches of the representations and warranties of the Seller and/or the Company contained herein (a) unless and until the Purchaser Indemnified Parties’ aggregate claims therefor exceed $250,000, at which time the Purchaser Indemnified Parties shall be entitled to recover Losses for all claims in excess of such amount (except that claims for breach of any representation or warranty that is subject to Material Adverse Effect or other materiality qualifier shall not be subject to the terms of this clause (a) and, subject to all other applicable limitations in this Article 10, the Purchaser shall be allowed to recover for all Losses related thereto), or (b) absent fraud or willful misconduct, for an aggregate amount in excess of $8,500,000; provided that claims for breach of any of the Specified Representations by the Seller or the Company shall not be subject to the foregoing limits (but shall instead be subject to and not exceed the total consideration paid to the Seller) and shall not be included in the determination of whether the limit in clause (b) has been reached. Notwithstanding the limitations on indemnification set forth in Section 10.1 and this Section 10.2, such limitations shall not apply to any claim against the Seller for breach of any representation or warranty that to the knowledge of the Seller or the Company was inaccurate at Closing and which breach was not previously disclosed to the Purchaser in writing prior to the Closing. For all purposes of this Article 10, when determining the amount of the Losses, any Material Adverse Effect or other materiality qualifier in any such representation or warranty will be disregarded. No Indemnifier shall have any indemnification obligation for (x) punitive damages, except, in all cases, all such damages that are payable by the Purchaser or any of its Affiliates in connection with a third-party claim or (y) any indirect damages that are not reasonably foreseeable or (z) any damages resulting from positions taken by the Purchaser, the Company or any Subsidiary on any Tax Returns filed by them for any post-closing tax period, even if such positions are the same or similar to positions taken on Tax Returns filed by Seller, the Company or any Subsidiary for any Pre-Closing Taxable Period. Notwithstanding anything to the contrary herein, the Purchaser Indemnified Parties shall not be entitled to recover any Losses for breaches of the representations and warranties of the Seller and/or the Company to the extent based on facts and circumstances that constitute New Matters explicitly reflected in the Updated Disclosure Schedules, if any, unless and until the Purchaser Indemnified Parties’ aggregate claims therefor exceed $250,000, at which time the Purchaser Indemnified Parties shall be entitled to recover Losses for all claims in excess of such amount subject to the other terms of this Article 10. For clarity, delivery of the Updated Disclosure Schedules shall have no effect other than as provided in the immediately preceding sentence.

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

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