Limitation on Indemnification, Mitigation Sample Clauses

Limitation on Indemnification, Mitigation. (a) Notwithstanding anything to the contrary contained in this Agreement, neither Sellers nor Purchaser shall be liable for any claim for indemnification pursuant to Section 8.2(a)(i) (other than with respect to the Seller Specified Representations) or Section 8.3(i) (other than with respect to the Purchaser Specified Representations), as the case may be, (i) for any individual item where the Loss relating thereto is less than Ten Thousand Dollars ($10,000) (the “Per-Claim Deductible”) and (ii) unless and until the aggregate amount of all such indemnifiable Losses which may be recovered from Sellers or Purchaser, as the case may be, equals or exceeds Four-Hundred Fifty Thousand Dollars ($450,000), in which case Sellers or Purchaser, as the case may be, shall be liable only for the amount of the Losses in excess of such amount. It is further agreed that the maximum aggregate amount of indemnifiable Losses which may be recovered for indemnification (A) pursuant to Section 8.2(a)(i) (other than with respect to the Seller Specified Representations), shall be an amount equal to Thirteen Million Five Hundred Thousand Dollars ($13,500,000) and (B) pursuant to Section 8.3(i) shall be an amount equal to Thirteen Million Five Hundred Thousand Dollars ($13,500,000). It is understood and agreed that the limitations contained in this Section 8.4 are separate and distinct from those contained in Section 8.2(c)(i).
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Limitation on Indemnification, Mitigation. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) the Sellers shall not be liable for any claim for indemnification pursuant to Section 9.2(a)(i) and/or Section 9.2(a)(ii) (except in respect of the Fundamental Representations, with any breaches of or inaccuracies in such Fundamental Representations not being subject to the limitations set forth in this Section 9.3(a)) unless and until the aggregate amount of Qualifying Losses that may be recovered from the Sellers as a group equals or exceeds $1,518,750 (the “Deductible”), in which case the Sellers shall be liable only for the aggregate amount of such Qualifying Losses in excess of the Deductible; (ii) in respect of such Qualifying Losses in excess of the Deductible, the maximum aggregate amount of such Qualifying Losses that may be recovered by the Buyer Indemnitees for indemnification pursuant to Section 9.2(a)(i) and/or Section 9.2(a)(ii) (except in respect of the Fundamental Representations, with any breaches of or inaccuracies in such Fundamental Representations not being subject to the limitations set forth in this Section 9.3(a)) shall in no event be greater than the amount then remaining in the Indemnity Escrow Account after giving effect to all payments made pursuant to Section 2.7(f), if any (the “Indemnity Cap”); and (iii) any such Qualifying Losses that may be recovered by the Buyer Indemnitees for indemnification pursuant to Section 9.2(a)(i) and/or Section 9.2(a)(ii) (except in respect of the Fundamental Representations, with any breaches of or inaccuracies in such Fundamental Representations not being subject to the limitations set forth in this Section 9.3(a)) in excess of the Indemnity Cap shall solely be recoverable against the R&W Insurance Policy.
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Limitation on Indemnification, Mitigation. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) Buyer shall not be indemnified for any claim for indemnification pursuant to Section 8.2 unless and until the aggregate amount of Qualifying Losses that may be recovered for indemnification pursuant to Section 8.2 equals or exceeds $360,000 (the “Deductible”), in which case Buyer shall be entitled to recover the aggregate amount of Qualifying Losses in excess of the Deductible and (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered by Buyer through indemnification pursuant to Section 8.2 shall be equal to $5,000,000.
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Limitation on Indemnification, Mitigation. Notwithstanding anything to the contrary in this Article 10, an Indemnifying Party (taken as a whole) shall not have any liability pursuant to Section 10.2 with respect to Adverse Consequences unless and until the aggregate amount of Adverse Consequences that would otherwise be payable exceeds $225,000 in the aggregate, whereupon the Indemnifying Party shall be liable for only such portion of the Adverse Consequences exceeding such amount. In no event shall an Indemnifying Party (taken as a whole) have liability pursuant to Section 10.2 in excess of the aggregate amount of unpaid payments otherwise payable by Parent pursuant to the CVR Agreement to the Stockholders from time to time. Each Person entitled to indemnification under this Article 10 shall be required to take commercially reasonable steps to mitigate such person’s damages.
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Limitation on Indemnification, Mitigation. Notwithstanding anything to the contrary contained in this Agreement, Presstek shall not be liable for any claim for indemnification pursuant to Section 10.2, unless and until one or more Claim Certificates (as defined below) identifying Qualifying Losses under Section 10.2 hereof in excess of $80,000 in the aggregate (the “Threshold Amount”) has or have been delivered to Presstek pursuant to Section 10.6, in which case Parent shall be entitled to recover all Losses so identified without regard to the Threshold Amount from the first dollar of such Losses; provided, that Presstek shall only be liable for any individual Loss (that is not related to any other Loss) in excess of $5,000 (a “Qualifying Loss”). Notwithstanding anything herein to the contrary, a Parent Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) all Losses incurred pursuant to clauses (iii), (iv), (v), (vi) and (vii) of Section 10.2(a) hereof, and (B) Losses resulting from any breach of representation or warranty contained in Section 3.1 (Good Standing; Good Standing and Corporate Power), Section 3.2(a) (Authorization), and Section 3.15 (Broker’s or Finder’s Fee).
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Limitation on Indemnification, Mitigation. (a) Notwithstanding anything to the contrary contained in this Agreement, neither Seller and the Shareholder nor Purchaser shall be liable for claims for indemnification pursuant to Section 6.2(i) or Section 6.3(i), as the case may be, for any individual item where the Loss relating thereto is less than or equal to Five Thousand Dollars ($5,000) (the “Per-Claim Deductible”) in which case Seller and the Shareholder or Purchaser, as the case may be, shall be liable only for the amount of the Losses related to an individual item that are in excess of the Per-Claim Deductible.
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Limitation on Indemnification, Mitigation. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) the Sellers shall not be liable for any claim for indemnification pursuant to Section 9.2(a)(i) (except in respect of the Fundamental Representations, with any breaches of or inaccuracies in such Fundamental Representations not being subject to the limitations set forth in this Section 9.3(a)) unless and until the aggregate amount of Qualifying Losses which may be recovered from the Sellers as a group equals or exceeds the Deductible and (ii) the maximum aggregate amount of indemnifiable Qualifying Losses which may be recovered by Buyer for indemnification pursuant to Section 9.2(a)(i) (except in respect of the Fundamental Representations, with any breaches of or inaccuracies in such Fundamental Representations not being subject to the limitations set forth in this Section 9.3(a)) shall in no event be greater than the amount remaining in the Escrow Fund after giving effect to all payments made pursuant to Section 2.6(f), if any (the “Indemnity Cap”).
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Limitation on Indemnification, Mitigation. Notwithstanding anything to the contrary in this Article IX, an Indemnifying Party shall not have any liability pursuant to Section 9.2 with respect to Adverse Consequences unless and until the aggregate amount of Adverse Consequences exceeds $1,000,000 in the aggregate, whereupon the Indemnifying Party shall be liable for only such portion of the Adverse Consequences exceeding such amount. In no event shall an Indemnifying Party have liability pursuant to Section 9.2 in excess of $4,000,000 in the aggregate. Each Person entitled to indemnification under this Article IX shall be required to take commercially reasonable steps to mitigate such person’s damages.
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Limitation on Indemnification, Mitigation 
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Related to Limitation on Indemnification, Mitigation

  • Limitation on Indemnification Any indemnification provided under this Section 14 shall be recoverable only out of the assets of the Company and not from the Members.

  • Limitation on Indemnification Obligations (a) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HFC Entities in Article III, the definition of HFC Entities shall be deemed to mean solely (i) the HFC Entity or HFC Entities that own or operate, or owned or operated immediately prior to the transfer to the HEP Entities, the Retained Asset, Transferred Asset or other property in question with respect to which indemnification is sought by reason of such HFC Entity’s or HFC Entities’ ownership or operation of the Retained Asset, Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HEP Entities for which it is entitled to indemnification under Article III and (ii) HFC.

  • 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.

  • Limitations on Indemnification No payments pursuant to this Agreement shall be made by the Company:

  • Limitation on Indemnities The indemnities provided in this Section 2 by Customer to MSIL and its affiliates shall be inapplicable in the event of any losses, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any agreement of MSIL contained in this Agreement to the extent caused by such event. Likewise, the indemnities provided in this Section 2 by MSIL to Customer and its successors and assigns shall be inapplicable in the event of any losses, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any representation, warranty or agreement of Customer contained in this Agreement to the extent caused by such breach.

  • Certain Limitations on Indemnification (a) Notwithstanding anything to the contrary contained herein:

  • Limitation on Liability; Indemnification (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement.

  • Specific Limitations on Indemnification Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be obligated under this Agreement to make any payment to Indemnitee with respect to any Proceeding:

  • Certain Limits on Indemnification Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to:

  • 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.”

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