Common use of Limit on Indemnities Clause in Contracts

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. (a) Notwithstanding any other provision hereofanything to the contrary contained in this Agreement, an indemnifying party shall not be liable under this Article 11 Sections 9.2(c) or 9.3(b) for any losses Damages sustained by the indemnified party arising out of any of the matters described in such Sections unless and until the aggregate amount of all such losses indemnifiable Damages sustained by the indemnified party shall exceed exceeds $100,000 in the aggregate25,000, in which event the indemnifying party shall be liable only for provide indemnification hereunder in respect of all such losses indemnifiable Damages 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 hereunder25,000. In no event shall the losses for which aggregate Damages owed by either party to the other under ARTICLE IX exceed an indemnifying party may be liable hereunder exceed amount equal to the amount of the Initial Base AmountDeposit Premium. IN ADDITION, 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 THIS LIMITATION ON INDEMNIFICATION SHALL NOT PROHIBIT INDEMNIFICATION FOR DAMAGES TO THE EXTENT THAT A CLAIM FOR ANY OF THE ABOVE TYPES OF DAMAGES IS SUCCESSFULLY ASSERTED AGAINST THE INDEMNIFIED PARTY BY A THIRD PARTY. (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. (a) Notwithstanding any other provision hereof, an indemnifying party shall not be liable under this Article 11 9 for any losses sustained by the indemnified party with respect to a Branch unless and until the aggregate amount of all such losses sustained by the indemnified party with respect to that Branch (including any amount for which the indemnifying party may become liable to provide indemnification pursuant to Section 4.4), shall exceed $100,000 in the aggregate25,000, in which event the indemnifying party shall be liable only for such losses in excess of $100,000. An indemnifying 25,000 (it being the intention of the parties that losses sustained by a party with respect to one Branch shall not be liable under this Article 11 for any settlement effected by combined with losses sustained with respect to another Branch to satisfy such minimum $25,000 amount). The minimum $25,000 amount shall not apply to amounts which one party may be required to pay to the other partyunder Sections 2.4, without its consent3.2, 4.1(g), 4.1(h), 4.6 and 10.1 of any claim this Agreement or liability or proceeding for which indemnity may be sought hereunderother provisions dealing with customary and foreseeable post-closing adjustments. In no event shall the aggregate losses for which an indemnifying party the Seller may be liable hereunder under this Article 9 or Section 4.4 or any other basis exceed the amount of the Initial Base Amount. IN ADDITION, THE PARTIES 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 's right to indemnification under this Article 11 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 any other provision hereof, an indemnifying party shall not be liable under this Article 11 9 for any losses described in --------- Section 9.2(i) or (iii) in the case of Seller and described in Section -------------- ------- 9.3 (i) in the case of Buyer 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 aggregate25,000, in which event the indemnifying party shall be liable only for such losses in excess of $100,00025,000. An indemnifying party shall not be liable under this Article 11 9 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.