Limitation on Amount of Indemnity Sample Clauses

Limitation on Amount of Indemnity. Except with respect to any Losses involving proven fraud by the indemnifying party, no indemnifying party hereunder found liable for any Losses by any indemnified party under this Agreement shall be required to pay indemnification hereunder, after application of the Basket against the aggregate amount of claims against any or all of the Seller and Xxxxxxxxxxx, on the one hand, or against AUGI and the Purchaser, on the other hand, in excess of a maximum amount equal to twenty (20%) percent of the aggregate value of the Indemnifiable Consideration received by such party pursuant to this Agreement (which term shall include the Purchase Price and any other Warrants issued to an Offeree, with Warrants received by any Offeree being assumed to have been exercised at the Closing Date, and such Warrants, or the shares of AUGI Common Stock acquired upon exercise of such Warrants, being valued for such purpose at a price per share of AUGI Common Stock equal to the closing price per share of AUGI Common Stock, as reported on The NASDAQ National Market, on the Closing Date (the "Per Share Value")); provided, that if any such indemnifying party shall have been found by any court of competent jurisdiction (which may include affirmation of the findings of the arbitrators in any arbitration provided for herein) from which no appeal can or shall be taken, to have committed fraud, the maximum indemnified amount under this Agreement shall be 100% of the aggregate value of the Indemnifiable Consideration, as calculated above. Xxxxxxxxxxx shall have the option to satisfy, in whole or in part, any claims for indemnification hereunder by transferring and returning to AUGI any or all of the AUGI Common Stock he shall have acquired upon exercise of Warrants, which, for purposes hereof, shall (regardless of any intervening fluctuations in market price) be deemed to have a value equal to the Per Share Value, subject only to appropriate adjustment to reflect any stock splits, stock dividends, recapitalizations or other such events relating to the AUGI Common Stock occurring after the date hereof. Nothing herein contained, however, shall be deemed to preclude the Purchaser and/or AUGI from seeking and obtaining payment of indemnification from Xxxxxxxxxxx in any other manner, subject to Dieffenbach's option to pay any claim (in whole or in part) in the foregoing manner.
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Limitation on Amount of Indemnity. Notwithstanding any provision of this Agreement to the contrary, the aggregate obligation of the Indemnitor hereunder shall in no event exceed the amount of the Special Distribution (that is, $755.2 million).
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Limitation on Amount of Indemnity. Except with respect to: (a) liabilities arising from the fraudulent or intentional misrepresentations of any Indemnifying Party or (b) any claim for indemnification arising pursuant to breaches of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.10 and 3.17 of this Agreement (each of the matters set forth in (a) and (b) above will not be limited by minimum amount), no Indemnifying Party will be required to indemnify an Indemnified Party under Section 9.1 unless the aggregate amount of all Losses for which indemnity is due exceeds $25,000, in which case the Indemnifying Party will be responsible for the entire amount of the Losses due.
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Limitation on Amount of Indemnity. Notwithstanding any provision of this Agreement to the contrary, the aggregate obligation of the Indemnitor hereunder shall in no event exceed the sum of (i) $306,000,000 and (ii) in the event Indemnitor does not make payment in full of its indemnification obligations hereunder to Pulitzer within ten (10) Business Days after the date such payment is due pursuant to Section 1(a) above, the reasonable costs and expenses incurred by Pulitzer in connection with Indemnitor’s performance of its obligations under this Agreement.
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Related to Limitation on Amount of Indemnity

  • Limitation on Amount The Employee's salary reduction contributions: (Choose (i) or at least one of (ii) or (iii))

  • Limitation on Indemnity Without affecting the rights of City under any provision of this agreement or this section, Consultant shall not be required to defend, indemnify, and hold harmless City as set forth above for liability attributable to the sole fault of City, provided such sole fault is determined by agreement between the parties or the findings of a court of competent jurisdiction. This exception will apply only in instances where the City is shown to have been solely at fault and not in instances where Consultant is solely or partially at fault or in instances where City's fault accounts for only a percentage of the liability involved. In those instances, the obligation of Consultant will be all-inclusive and City will be held harmless, indemnified, and defended for all liability incurred, even though a percentage of the liability is attributable to conduct of the City.

  • Indemnification Limitation on Liability Insurance 27 14.1 Indemnification 27 14.2 Limitation on Liability 29 14.3 Insurance 29 Article 15 Dispute Resolution 30 15.1 Internal Resolution 30 15.2 Arbitration 30 Article 16 General Provisions 30 16.1 Subcontracting 30 16.2 Compliance With Laws and Policies 31 Article 17 Miscellaneous 31 17.1 Notices 31 17.2 Governing Law 32 17.3 Assignment 32 17.4 Force Majeure 33 17.5 Relationship of the Parties 34 17.6 Amendment; Waiver 34 17.7 Construction; Captions 34 17.8 Severability 34 17.9 Entire Agreement 34 17.10 Counterparts; Facsimiles 35 Exhibits Exhibit A Protocol Exhibit B Sample Analysis Plan Exhibit C Compound Supply Plan Exhibit D Press Release *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. COMBINATION STUDY COLLABORATION AGREEMENT THIS COMBINATION STUDY COLLABORATION AGREEMENT (“Agreement”) is made and entered into, effective as of August 24, 2015 (“Effective Date”), by and between Genentech, Inc., a Delaware corporation, having a principal place of business at 0 XXX Xxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (“Genentech”) and Syndax Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 000 Xxxxxx Xxxx Road, Suite 110, Waltham, Massachusetts 02451 (“Syndax”). Genentech and Syndax are each referred to herein individually as a “Party” and collectively as the “Parties.”

  • Limitation on Payment The Salary Continuation Payment will not exceed an amount equal to $1.00 less than the amount which would cause the payment, together with any other payments received from the Company, to be a "parachute payment" as defined in Section 280G(b)(2)(A) of the Internal Revenue Code.

  • Limitation on Losses Notwithstanding anything else contained in this Agreement, Losses allocated to any Member pursuant to Section 9.1 of this Agreement shall not exceed the maximum amount of Losses that may be allocated without causing such Member to have an Adjusted Capital Account Deficit at the end of the Fiscal Year for which the allocation is made.

  • Limitation on Obligations (a) The provisions of this Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under this Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Subsidiary Guarantor’s liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by any Subsidiary Guarantor, the Administrative Agent or any other Credit Party, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Subsidiary Guarantor’s “Maximum Liability”). This Section 9(a) with respect to the Maximum Liability of the Subsidiary Guarantors is intended solely to preserve the rights of the Administrative Agent and the Lenders hereunder to the maximum extent not subject to avoidance under applicable law, and neither a Subsidiary Guarantor nor any other Person shall have any right or claim under this Section 9(a) with respect to the Maximum Liability, except to the extent necessary so that the obligations of each Subsidiary Guarantor hereunder shall not be rendered voidable under applicable law.

  • Limitation on Shared-Loss Payment The Receiver shall not be required to make any payments pursuant to this Section 2.1 with respect to any Charge-Off of a Shared-Loss Asset that the Receiver or the Corporation determines, based upon the Examination Criteria, should not have been effected by the Assuming Institution; provided, (x) the Receiver must provide notice to the Assuming Institution detailing the grounds for not making such payment, (y) the Receiver must provide the Assuming Institution with a reasonable opportunity to cure any such deficiency and (z) (1) to the extent curable, if cured, the Receiver shall make payment with respect to any properly effected Charge-Off and (2) to the extent not curable, the Receiver shall make a payment as to all Charge-Offs (or portion of Charge-Offs) that were effected which would have been payable as a Charge-Off if the Assuming Institution had properly effected such Charge-Off. In the event that the Receiver does not make any payments with respect to any Charge-Off of a Shared-Loss Asset pursuant to this Section 2.1 or determines that a payment was improperly made, the Assuming Institution and the Receiver shall, upon final resolution, make such accounting adjustments and payments as may be necessary to give retroactive effect to such corrections. Failure to administer any Shared-Loss Asset or Assets, or Shared-Loss Securities, in accordance with Article III shall at the discretion of the Receiver constitute grounds for the loss of shared loss coverage with respect to such Shared-Loss Loan or Loans.

  • Limitations on Amount Buyer will have liability (for indemnification or otherwise) with respect to claims under Section 11 only for an amount equal to the amount of the Purchase Price paid by Buyer as of the date that the claim for indemnification is made.

  • Limitation on Damages IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL BE INTERPRETED AND HAVE EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE OR REGULATION.

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