Limitation of Indemnities. (a) From and after Closing, the sole recourse and remedy available to Purchaser in respect of or in connection with any of Vendor's representations and warranties set forth in this Agreement or any of Vendor's obligations or covenants in this Agreement that are to be performed or complied with by Vendor prior to or at Closing shall be Vendor's assumption of liability and indemnity provided for in Clause 8.1 and Purchaser hereby releases and waives all other Claims or any other recourse, remedy or relief that it has or hereafter may have in respect of or in connection with such representations, warranties, obligations or covenants, whether arising at law, in equity or otherwise.
(b) From and after Closing, the sole recourse and remedy available to Vendor in respect of or in connection with any of Purchaser's representations and warranties set forth in this Agreement or any of Purchaser's obligations or covenants in this Agreement that are to be performed or complied with by Purchaser prior to or at Closing shall be Purchaser's assumption of liability and indemnity provided in Clause 8.2 and Vendor hereby releases and waives all other Claims or any other recourse, remedy or relief that it has or hereafter may have in respect of or in connection with such representations, warranties, obligations or covenants, whether arising at law, in equity or otherwise.
(c) No Party shall make any claim under or in respect of Clause 8.1 or 8.2 after the end of the Survival Period and no Party shall have any liability to indemnify another Party under Clause 8.1 or 8.2, as the case may be, unless written notice, with reasonable particulars, of the applicable Losses and Liabilities or the applicable Claim for which such other Party is making a claim or seeking indemnity under such provisions has been received by such Party during the Survival Period.
(d) Nothing in Clause 8.1 shall be construed so as to require Vendor to be liable for or liable to defend, indemnify or save harmless Purchaser or any of Purchaser's Additional Indemnitees for or in connection with any Losses and Liabilities or any Claims to the extent:
(i) arising as a consequence of the gross negligence or wilful misconduct of Purchaser or any of Purchaser's Additional Indemnitees;
(ii) that such Losses and Liabilities are, or such Claims are for or in respect of, Consequential Losses suffered, paid or incurred by, or made against, Purchaser or any of Purchaser's Additional Indemnitees; or
(iii) that claims for...
Limitation of Indemnities. The indemnities given by Customer under clause 6.1 does not extend to loss (including loss of bargain or profit), damage, liabilities, costs, taxes, duties, charges and expenses suffered or incurred by Financier as a result of the fraud, negligence or wilful misconduct of Financier or Financier’s agents, contractors or employees, or a Receiver appointed by Financier.
Limitation of Indemnities. No indemnities contained herein shall extend to those matters for which indemnification is prohibited pursuant to Section 56-7-1 N.M.S.A. 1978, as amended.
Limitation of Indemnities. IMPCO's rights under Section 8.1 and 8.2 and Sellers's rights under Section 8.3 shall only result in an obligation of the other party to indemnify and hold harmless pursuant to this Article 8 (i) if the losses and damages resulting from an incorrectness of each individual Page 23 statement, representation or warranty exceed 25,000 (twenty five thousand) Dutch guilders and (ii) the amount payable shall exceed 100,000 (hundred thousand) Dutch guilders in the aggregate, it being understood that if the amounts payable under (i) and (ii) exceed such limits such amounts shall be reimbursed in full, and it being understood that neither party shall be under liability pursuant to this Article 8 to the extent the aggregate liability in respect of all claims inclusive of interest, cost and expenses would exceed 3,187,000 (three million onehundred eightyseven thousand) Dutch guilders.
Limitation of Indemnities. The Company shall not be obli- gated to pay any indemnify pursuant to Section 1 or Section 2 hereof or make payment or reimbursement to the Director pursuant to any of the provisions of this Agreement in the event and to the extent that it shall have been finally determined by a court of competent jurisdiction that the payment of such indemnity or the making of such other or payment or reimbursement by the Corporation is unlawful.
Limitation of Indemnities. Neither Party shall be required to indemnify the other Party or pay any other amount pursuant to Articles 15, 16 or otherwise in connection with or with respect to the transactions contemplated in this Agreement in any amount exceeding, in the aggregate, the Sale Price.
Limitation of Indemnities. Section 8.5
Limitation of Indemnities. In no case shall any party be responsible or liable to the other party under any indemnity set forth in this Agreement for consequential or punitive damages, including, without limitation, lost Water System profits, and each party’s right to recover from the other thereunder shall be limited to such recovering party’s direct, reasonably foreseeable damages.
Limitation of Indemnities. Except as otherwise provided below, the indemnification obligations of SCC to the Sellers in the aggregate shall not exceed ten million six hundred thousand dollars, and the indemnification obligations of each Seller to SCC shall not exceed five million three hundred thousand dollars (as to each Party, the "Cap.")
Limitation of Indemnities. The obligations of the Vendor or U.S. Silica to Stake pursuant to this Article 6, shall not apply until the claims and damages of Stake (excluding any amount to be paid by U.S. Silica to Stake under the agreement between U.S. Silica and Stake dated the date hereof relating to the option granted to Xxxxxx Xxxxx in respect of Part Xxx 000, Xxxx 00, Xxxx Xxxxxxx Xx. 0, Xxxx of Xxxxxxxx, Regional Municipality of Xxxxxxxx-Xxxxxxxxx) sought to be indemnified exceed, in the aggregate, One Hundred Thousand ($100,000) Dollars, and in such event, such obligations shall apply only to the extent of the amounts over and above One Hundred Thousand ($100,000) Dollars, up to an aggregate maximum of $1,000,000. The obligations of Stake to the Vendor pursuant to this Article 6, shall not apply until the claims and damages of the Vendor sought to be indemnified exceed, in the aggregate, One Hundred Thousand ($100,000) Dollars, and in such event, such obligations shall apply only to the extent of the amounts over and above One Hundred Thousand ($100,000) Dollars. Notwithstanding anything in this Agreement to the contrary: (i) the Indemnified Party (as hereinafter defined) shall act in good faith and in a commercially reasonable manner to mitigate any damages it may suffer and (ii) the Vendor shall not be liable to Stake for any claims or damages (A) to the extent that they relate to any act or omission of Stake or any of its affiliates or the agents of any of them or (B) arising from any incorrectness in, breach of or default under any representation or warranty referred to in section 6.2(1) and to the extent that the primary cause of such incorrectness, breach or default was a fact or circumstance known to Stake at or prior to the Time of Closing.
