Common use of Limit on Indemnities Clause in Contracts

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. Notwithstanding any other provision hereof, the rights of any party to be indemnified shall be subject to the following limitations: A. Losses incurred by Buyer under Section 8.2(A) or Section 8.2(D) and Losses incurred by Seller under Section 8.3(A) or Section 8.3(C) are indemnifiable only once the Losses for such party exceed the Basket, in which event such Losses shall be indemnifiable from the first dollar of Losses; B. Notwithstanding the provisions of Section 8.2 and 8.3, in no event will the aggregate liability of Seller for Losses under Section 8.2(A) or (D), or Buyer for Losses under Section 8.3(A) or (C), exceed an aggregate of $200,000.00; C. 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. D. 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. E. 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; F. To the extent any claim for indemnification brought under this Agreement involves a claim of one party against the other, the parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations. A party shall give the other party written notice of any dispute not resolved in the normal course of business; and E. G. The indemnifying party shall not be liable for any claim covered by the indemnities under Sections 8.2A 8.2(A) or 8.3A 8.3(A) unless the indemnifying party has been notified in writing of such claim prior to the second anniversary of the Closing Date. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any such claim is made within such two-year period, the indemnity relating to such claim shall survive until such claim is resolved. Claims not made within such two-year period shall cease and no indemnity shall be made therefor.

Limit on Indemnities. (a) 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 an indemnifying party shall not be liable under this Article 9 for any claim covered losses sustained by the indemnities under Sections 8.2A or 8.3A indemnified party with respect to the Branch unless and until the aggregate amount of all such losses sustained by the indemnified party with respect to the Branch shall exceed $25,000, in which event the indemnifying party has been notified shall be liable only for such losses in excess of such claim prior $25,000. The minimum $25,000 amount shall not apply to amounts which one party may be required to pay to the second anniversary other under Sections 3.2, 4.1(g), 4.1(h), 4.5 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 any other basis exceed the amount of the Closing DateInitial Base Amount. The obligations of Seller under the provisions of this Article 9 are personal to Seller and shall not be binding on Seller's affiliates, successors or assigns. 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. (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.