Limit on Indemnities. Notwithstanding any other provision hereof, the rights of any party to be indemnified shall be subject to the following limitations:
A. The indemnifying party shall pay claims arising by virtue of claims asserted by third parties against the indemnified party hereunder when a claim against the indemnified party has been established by a final, non-appealable judgment in litigation or by settlement consented to in writing by Seller and Buyer;
B. The indemnifying party shall be entitled to participate in, but not control, any defense of any claim asserted by third parties against the indemnified party at the indemnifying party’s sole cost and expense;
C. Seller shall not be liable to Buyer or its Insiders under Section 8.2 for any Losses in excess of the amount of the Premium; provided, however, that this limitation shall not apply with respect to Losses arising out of any fraud, intentional misrepresentation, gross negligence or willful misconduct;
D. Notwithstanding anything contained herein to the contrary, in no event shall any party hereto be liable for lost profits or for any indirect, special, consequential, incidental, exemplary or punitive damages, including lost profits or lost revenues arising out of a breach of this Agreement, even if advised at the time of the breach of the possibility of such damages; and
E. The indemnifying party shall not be liable for any claim covered by the indemnities under Sections 8.2A or 8.3A unless the indemnifying party has been notified of such claim prior to the second anniversary of the Closing Date.
Limit on Indemnities. (a) Notwithstanding any other provision hereof, an indemnifying party shall not be liable under this Article 11 for any losses sustained by the indemnified party unless and until the aggregate amount of all such losses sustained by the indemnified party shall exceed $100,000 in the aggregate, in which event the indemnifying party shall be liable only for such losses in excess of $100,000. An indemnifying party shall not be liable under this Article 11 for any settlement effected by the other party, without its consent, of any claim or liability or proceeding for which indemnity may be sought hereunder. In no event shall the losses for which an indemnifying party may be liable hereunder exceed the amount of the Initial Base Amount. IN ADDITION, THE PARTIES SHALL HAVE NO OBLIGATIONS UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL LIABILITY, DAMAGE OR LOSS OF THE INDEMNIFIED PARTY THAT THE INDEMNIFIED PARTY MAY SUFFER.
(b) Each party' s right to indemnification under this Article 11 shall preclude any other monetary award (whether at law or in equity) and shall preclude assertion by such party of any right to any such monetary award from the indemnifying party.
Limit on Indemnities. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, THE PARTIES SHALL HAVE NO OBLIGATIONS UNDER THIS AGREEMENT FOR ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LIABILITY, DAMAGE OR LOSS OF THE INDEMNIFIED PARTY THAT THE INDEMNIFIED PARTY MAY SUFFER, PROVIDED, HOWEVER, THAT THE LIMITATION ON INDEMNIFICATION SHALL NOT PROHIBIT INDEMNIFICATION FOR SUCH DAMAGES TO THE EXTENT THAT SUCH CLAIM IS ORIGINALLY ASSERTED BY A THIRD PARTY.
Limit on Indemnities. Notwithstanding any other provision hereof, the rights of any party to be indemnified shall be subject to the following limitations:
(a) The indemnifying party shall not be liable for any claim covered by the indemnities under Section 9.2(a) or Section 9.3(a) unless the indemnifying party has been notified of such claim prior to the earlier of the expiration of the applicable Survival Period or the date that is eighteen (18) months following the Closing Date; and
(b) Neither Seller nor Buyer shall be liable for any indemnification under this Article IX unless and until the individual and aggregate Losses for which they would otherwise be liable under this Article IX exceed $100,000 (the “Deductible”), at which point Seller or Buyer, as applicable, shall be liable for all aggregate Losses, up to and in excess of the Deductible; provided, however, that the maximum aggregate amount of indemnification payments payable by Seller or by Buyer pursuant to this Article IX, shall be an amount equal to $1,000,000. In no event shall either party hereto be entitled to consequential or punitive damages or damages for lost profits in any action relating to the subject matter of this Agreement. The amount of any Loss for which indemnification is provided under this Article IX shall be net of any Tax benefits actually received by the indemnified party.
Limit on Indemnities. Notwithstanding any other provision hereof, the rights of any party to be indemnified shall be subject to the following limitations:
A. The indemnifying party shall pay claims hereunder when a claim against the indemnified party has been established by a final judgment in litigation or by settlement consented to in writing by Seller and Buyer; and
B. The indemnifying party shall not be liable for any claim covered by the indemnities under Sections 9.2(A) or 9.3(A) unless the indemnifying party has been notified of such claim prior to the 18-month anniversary of the Closing Date.
Limit on Indemnities. 4.1. For wrongful arrest of any person or persons entering, attempting to enter or having entered the Premises the limit of Supplier’s indemnity is £25,000 any one incident.
4.2. For loss of keys the Supplier’s cover in respect of loss of Customers keys and consequential loss arising from such loss of keys is limited to £75,000.
4.3. For fidelity indemnity the limit of the Supplier’s indemnity is £250,000 for any one employee and £250,000 in all in any one period of insurance (cover is reduced to £10,000 arising out of the misuse of Customer’s telephones).
Limit on Indemnities. (a) Notwithstanding any other provision hereof, an indemnifying party shall not be liable under this Article 9 or Exhibit H for any losses sustained by the indemnified party with respect to a Facility unless and until the aggregate amount of all such losses sustained by the indemnified party with respect to that Facility (including any amount for which the indemnifying party may become liable to provide indemnification pursuant to Section 4.4), shall exceed $30,000, in which event the indemnifying party shall be liable only for such losses in excess of $30,000 (it being the intention of the parties that losses sustained by a party with respect to one Facility shall not be combined with losses sustained with respect to another Facility to satisfy such minimum $30,000 amount). The minimum $30,000 amount shall not apply to amounts which one party may be required to pay to the other under Sections 2.4, 3.2, 4.1(g), 4.1(h), 4.6 and 10.1 of this Agreement or other provisions dealing with customary and foreseeable post-closing adjustments. In no event shall the aggregate losses for which the Seller may be liable under this Article 9 or Section 4.4 or any other basis exceed the amount of $5,000,000. IN ADDITION, THE INDEMNIFYING PARTY SHALL HAVE NO OBLIGATIONS UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL LIABILITY, DAMAGE OR LOSS OF THE INDEMNIFIED PARTY THAT THE INDEMNIFIED PARTY MAY SUFFER. -58- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT
(b) Each party's right to indemnification under this Article 9 shall preclude any other monetary award (whether at law or in equity) and shall preclude assertion by such party of any right to any such monetary award from the indemnifying party.
Limit on Indemnities. (a) Notwithstanding anything to the contrary contained in this Section 5, the liability of the Purchaser and the Company --------- pursuant to this Section 5 will terminate two years after the --------- Closing Date except in respect of any claim made by any indemnified Party pursuant to this Section 5 in respect of --------- which notice is given by the Company and the Purchaser prior to such date.
(b) No indemnifying party shall be required to make any indemnification payment pursuant to this Section 5 until such --------- time as the total amount of all Damages suffered or incurred by the indemnified party, or to the indemnified party shall have otherwise become subject, exceeds $50,000 in the aggregate. If the total amount of such Damages exceeds $50,000 in the aggregate, the indemnified party shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding $50,000.
(c) The aggregate liability of the Purchaser to the Company, and the aggregate liability of the Company to the Purchaser, arising under this Section 5 shall not in any event exceed $1,000,000.
Limit on Indemnities. 26 ARTICLE 10.
Limit on Indemnities. 21 ARTICLE 10 TAXES.....................................................................................22
