Limitation of Indemnification. Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.
Limitation of Indemnification. Notwithstanding any other terms of this Agreement, nothing herein shall require the Company to indemnify the Indemnitee against any liability arising directly as a result of fraud or dishonesty by the Indemnitee, violate of any applicable laws and regulations or breach of its fiduciary duties, as determined in a final judgment of a court or arbitral body of competent jurisdiction.
Limitation of Indemnification. LICENSOR herein shall be obligated to indemnify LICENSEE for only such Third-Party Claims that are established by a court judgment or order against LICENSEE involving and limited to the Proprietary Patent(s) or any Enhancements thereto. The obligations and liabilities of LICENSOR to indemnify LICENSEE shall be subject to the following terms and conditions:
(a) LICENSOR shall indemnify and save LICENSEE harmless from all liability for actual infringement of any Third-Party Patent(s) claimed by said Third-Party to be the Patent(s) used and developed by LICENSOR. And, LICENSOR shall indemnify and save LICENSEE harmless from and against all costs, counsel fees, expenses and liabilities incurred in or about any claim of or action for such infringement; provided however, that LICENSEE shall promptly notify LICENSOR, in writing of said Third-Party Claim and transmit to LICENSOR all papers served on LICENSEE in any suit involving such claim of infringement, and provided further, that LICENSEE permits LICENSOR to have entire charge and control of the defense of any such suit.
(b) LICENSEE shall provide LICENSOR with all records and documents within the LICENSEE’S possession, custody, or control relating to any Third-Party Claim. Nothing in this provision shall be deemed to constitute a waiver of any attorney-client, work-product or joint defense privilege.
(c) LICENSOR’S indemnity obligation set forth in this Section shall survive the termination or expiration of this Agreement with respect to the Third-Party's Claim of rights to the Proprietary Patent(s) of LICENSOR which occurs during the Term.
Limitation of Indemnification. (a) Only with respect to Losses arising from a third-party claim(s), the aggregate amount of all Losses for which the Seller Group shall be liable for under Section 11.1(a) shall not exceed $1,000,000 per claim (excluding the cost of attorney’s fees); provided, the foregoing limitation shall not apply to Losses arising out of the breach of any Fundamental Representation (defined in Section 11.6), in the case of fraud, and/or in the case of direct (or first party) claim(s);
(b) The aggregate amount of all Losses arising from third party claims for which the Seller Group shall be liable under Section 11.1 shall not exceed an amount equal to the Purchase Price plus the cost of attorney’s fees incurred by the Purchaser Indemnitees (including the cost of attorney’s fees incurred by the Seller Group on behalf of the Purchaser Indemnitees) in connection with such Losses, and the aggregate amount of all Losses arising from direct (or first party) claims for which the Seller Group shall be liable under Section 11.1 shall not exceed an amount equal to the Purchase Price plus the cost of attorney’s fees incurred by the Purchaser Indemnitees in connection with such Losses (for clarity, any Losses arising from third party claims will not go towards the cap on direct (or first party) claims and vice versa); provided, the foregoing limitation shall not apply in the case of fraud; and
(c) Only with respect to Losses arising from a third-party claim(s), notwithstanding Sections 11.4(a) and (b), the total aggregate amount of all Losses which HWL, Family Dog, and the Affiliated Club Sellers shall be liable for under the indemnification provisions in all Definitive Agreements shall not exceed $22,000,000; provided, that the foregoing limitation shall not apply in the case of fraud and/or in the case of direct (or first party) claim(s).
Limitation of Indemnification. Subject to applicable law, notwithstanding any language in this Section 17 to the contrary, in no event shall any person be entitled to indemnification pursuant to this Section 17 if it is established or admitted:
Limitation of Indemnification. Notwithstanding anything to the contrary in this Agreement: (i) Seller shall not be liable for any Indemnifiable Losses pursuant to this Agreement (A) in the aggregate greater than the Escrow Amount and (B) other than Indemnifiable Losses with respect to the Purchase Price Adjustment Schedule which may be recovered in full, unless the aggregate amount of all such Indemnifiable Losses pursuant to this Agreement for which indemnification is sought exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnity Basket”); provided that, if the aggregate amount of all Indemnifiable Losses exceeds the Indemnity Basket, Buyers or the Indemnitees, as the case may be, shall be entitled to indemnification for all such Indemnifiable Losses, without regard to the Indemnity Basket; (ii) in any Claim for indemnification the Buyer or any Indemnitee, as the case may be, may seek indemnification for its Indemnifiable Losses only from the Escrow Amount (and pursuant to the terms of the Escrow Agreement); (iii) Seller shall not be liable for any Indemnifiable Losses that was not submitted within the survival period set forth in Section 9.04; and (iv) Buyer or any Indemnitee shall be entitled to receive (out of the Escrow Amount) any amount that: (A) has been determined by a court of competent jurisdiction to be owing by Seller to Buyer or to an Indemnitee, or (B) that Seller has agreed in writing to be owing by Seller to Buyer or to an Indemnitee.
Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.
Limitation of Indemnification. No Indemnified Party shall be entitled to indemnification for any Losses unless such Indemnified Party has sustained Losses which, in the aggregate, exceed $50,000, and then for all Losses as provided above.
Limitation of Indemnification. 10.1 Notwithstanding any other terms of this Agreement, nothing herein shall indemnify Indemnitee against, or exempt Indemnitee from, any liability in respect of Indemnitee’s gross negligence and willful intent pursuant to Art. 100 § 1 of the Swiss Code of Obligations; provided however, that to the extent Swiss applicable law changes after the date of this Agreement so that the Company may, under such law, at the applicable time, indemnify Indemnitee to an extent greater than provided in this clause 10 (as a result of the restrictions contained in this clause 10), the Company shall indemnify Indemnitee without regard to the restrictions contained in this clause 10 to the fullest extent permitted under applicable law at such time.
10.2 In addition, notwithstanding any other terms of this Agreement, nothing herein shall indemnify Indemnitee against, or exempt Indemnitee from, any liability in respect of Indemnitee’s fraud and dishonesty.
Limitation of Indemnification. The term “Indemnified Party” as used in this Section 6.4 shall refer to Kadmon Indemnified Party or AbbVie Indemnified Party as applicable.
