Limitation of Indemnities. The indemnities given by Customer under clauses 6.1 and 6.2 do 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 negligent acts or omissions of Financier or Financier's agents or employees.
Limitation of Indemnities. (a) No claims, demands, suits, actions, proceedings or remedies (“Claims”) with respect to the indemnities provided by this Agreement shall be made or be available unless a Claim Notice (as that term is defined in Section 8.5(b)) has been given by the Party making the Claim to the other Parties hereto within nineteen months of the Closing Date (or lesser period specified in any applicable statute of limitations), except in the case of a claim for a breach of the representations set forth in Section 4.17, which may be made up until the applicable limitation period expires;
(b) The Sellers’ liability pursuant to this Article VIII shall be limited to the Escrow Amount (including any interest thereon) and the Acquiror Party shall have no remedy whatsoever against the Sellers or any other asset or interest of them in respect of any such Claim, even in the event that the Escrow Amount is lost or is not otherwise available, except as provided in Section 8.9;
(c) The Sellers shall have no obligation to provide any indemnity to the Acquiror Parties unless and until the aggregate of all Adverse Consequences suffered by the Acquiror Parties thereunder exceed $200,000, which amount shall be treated as a deductible and such initial amount of $200,000 amount shall not be indemnifiable by the Sellers pursuant to Section 8.2;
(d) The Buyer shall have no obligation to provide any indemnity to the Sellers unless and until the aggregate of all Adverse Consequences suffered by the Sellers thereunder exceeds $200,000, which amount shall be treated as a deductible and such initial amount of $200,000 shall not be indemnifiable by the Buyer pursuant to Section 8.3, and Buyer shall not be obligated to indemnify Sellers from and against Adverse Consequences in excess of $5,000,000;
(e) The indemnification obligations of the Sellers and the Buyer hereunder with respect to any Adverse Consequences suffered by an Indemnified Party shall be deemed reduced by the amount of (i) any insurance proceeds received by such Indemnified Party with respect to such Adverse Consequences and (ii) any payments received by such Indemnified Party pursuant to Section 2.4 which would otherwise result in an indemnification obligation under Section 8.2 or 8.3, as applicable. The Buyer agrees to use, and to cause the Acquired Entities to use, all commercially reasonable efforts consistent with past practice to pursue any and all available insurance recoveries and indemnification or other claims against thir...
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. 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. 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. Regardless of any other provision of this Agreement, MercurySends total liability to the Customer under any indemnities that MercurySend has given to the Customer under this Agreement must not exceed the Contract Price.
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 indemnities provided under this ------------------------- Agreement (exclusive of the representations and warranties under Article 7) by, --------- respectively, Seller (the "Seller Indemnities") and Purchaser (the "Purchaser ------------------ --------- Indemnities") shall be limited as follows:
(i) Each of the Seller Indemnities ----------- and the Purchaser Indemnities shall survive the Closing for a period of 1 year. Seller and Purchaser shall have the right to bring an action thereon only if Seller or Purchaser, as the case may be, has given the other party written notice of the circumstances giving rise to the alleged breach within such 1-year period; (ii) Each of the Seller Indemnities and the Purchaser Indemnities shall, respectively, be limited to a total amount of $250,000.
Limitation of Indemnities. The aggregate liability of (i) Purchaser, or (ii) Sellers together, shall not exceed Three Million Dollars ($3,000,000.00), including all costs, expenses and attorneys fees; provided however, that Sellers' liability shall be joint and several. Notwithstanding the foregoing, the Three Million Dollar ($3,000,000) limitation of Sellers' liability shall not apply to civil or criminal fraud or tax matters, for which Sellers' liability shall not exceed Three Million Dollars ($3,000,000) individually, for an aggregate of Six Million Dollars ($6,000,000). Such limitation of each party's liability shall include the aggregate amounts paid by such party as indemnification pursuant to the terms of the Agreement and Plan of Reorganization by and among Prospect Medical Holdings, Sierra Medical Management, Inc., Sinnadurai X. Xxxxxxx, M.D., Karunyan Xxxxxxxxxxxx, M.D. and Xxxxxxxxxx Xxxxxxxxx provided further, that any amounts paid by Prospect Medical Holdings or any of its affiliates pursuant to such agreement shall count toward the maximum owed by Purchaser herein.
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...
