Limitation on Indemnification Obligations Sample Clauses

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. (b) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HEP Entities in Article III, the definition of HEP Entities shall be deemed to mean solely (i) the HEP Entity or HEP Entities that own or operate, or previously owned or operated, the 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 HFC Entities for which they are entitled to indemnification under Article III, (ii) HEP and (iii) Operating Partnership. (c) For the avoidance of doubt, any indemnification obligations of the HFC Entities in Article III with respect to any indemnifiable losses incurred by or attributable to the UNEV Pipeline shall be (i) limited to an amount that is the product of (x) the amount of such losses, multiplied by (y) HEP UNEV’s direct or indirect percentage ownership interest in the UNEV Pipeline at the time such losses were incurred and (ii) payable to, for the benefit of and recoverable solely by HEP UNEV or any HEP Entity designated by HEP UNEV (and not by UNEV Pipeline, LLC).
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Limitation on Indemnification Obligations. Seller shall have no obligation to indemnify any Purchaser Indemnitee pursuant to Section 8.1(a), and Purchaser shall have no obligation to indemnify Seller Indemnitee pursuant to Section 8.2(a), in each case in respect of any specific indemnified Loss arising out of a breach of a representation or warranty unless the aggregate of all such Losses suffered by Purchaser Indemnitees or Seller Indemnitees, as the case may be, relating thereto exceeds fifty thousand dollars ($50,000) multiplied by the LLC Percentage (the "Indemnification Deductible"), and then Purchaser Indemnitees or Seller Indemnitees, as the case may be, shall be entitled to be indemnified for all such Losses in excess of the Indemnification Deductible; provided, however, that neither Purchaser Indemnitees nor Seller Indemnitees, as the case may be, shall be entitled to be indemnified for such Losses arising out of the breach of such representations and warranties to the extent such Losses exceed, in the aggregate, the Purchase Price plus the transaction costs and expense related to this Agreement plus the costs and expenses incurred to enforce the rights to such indemnification (the "Cap"); and provided, further, Seller's obligation to indemnify Purchaser Indemnitees pursuant to Section 8.1(a) on account of a breach by Seller of its representations and warranties made pursuant to Sections 3.1.2, 3.1.6, 3.1.7, 3.2.12, or 3.2.16, shall not be subject to or reduced by the Indemnification Deductible or the Cap. In addition, neither Seller's obligation to indemnify Purchaser Indemnitees pursuant to Sections 8.1(b), 8.1(c), 8.1(d) or 8.1(e) nor Purchaser's obligation to indemnify Seller Indemnitees pursuant to Sections 8.2(b) or 8.2(c), as applicable, shall be subject to or reduced by the Indemnification Deductible or the Cap.
Limitation on Indemnification Obligations. The partiesindemnification obligations pursuant to the provisions of paragraph 7 are subject to the following limitations:
Limitation on Indemnification Obligations. (a) The Company's, each Stockholder's and the Parent's obligations pursuant to SECTIONS 9.1.2, 9.1.3 and 9.1.4, respectively, are subject to the following limitations. No Indemnified Party shall be entitled to recover under this SECTION 9.1 other than with respect to the Special Provisions unless the Indemnified Party has asserted a claim by written notice, setting forth the basis for such claim (a "NOTICE OF LOSS"), delivered to the Indemnifying Party on or prior to the date (the "APPLICABLE DATE") as is the earlier to occur of (i) the date of issuance of the first independent audit report of Parent which includes any period ending after the Effective Time or (ii) the first anniversary of the Closing Date. The Special Provisions shall mean the provisions of SECTIONS 4.1, 4.2, 4A.1, 4A.2, 5.1, 5.2, 9.1.5(b) and 9.2. (b) In addition to the limitations set forth in SECTION 9.1.5(a), the Company and each of the Stockholder's obligations pursuant to Sections 9.1.2 and 9.1.3 are subject to the following limitations: (i) Notwithstanding anything to the contrary in this Agreement, all Damages for which the Company or either or both of the Stockholders is or are responsible pursuant to SECTION 9.1.2 or SECTION 9.1.3 (collectively "INDEMNIFIED LIABILITIES") shall be deemed to have been satisfied in full, and the Company and the Stockholders shall be forever discharged and forever released from any obligation any of them may have with regard to such Indemnified Liabilities, if one or both of the Stockholders tenders or tender shares of Parent Common Stock or Series B Preferred Stock (collectively referred to as "PARENT STOCK") in the manner provided in this paragraph. The Stockholders may so satisfy their obligations with regard to Indemnified Liabilities by tendering Parent Stock to the Indemnified Party equal in value to the Indemnified Liabilities. For purposes of this paragraph only, each share of the Parent Stock so tendered shall be valued at the higher of (A) the Applicable Conversion Price (as defined below) and (B) the average bid and asked prices of Parent Common Stock on the date the Company's and the Stockholders' responsibility for the particular Indemnified Liabilities is determined. (ii) As used in this Agreement, "APPLICABLE CONVERSION PRICE" means (A) with respect to each share of Closing Stock and Additional Parent Common Stock, the Minimum Share Price, and (B) with respect to each Contingent Share, the Contingent Conversion Price that was applied ...
Limitation on Indemnification Obligations. An Indemnified Party shall not be entitled to recover from an Indemnifying Party any amounts under this Section 7.07 until the total amount under which the Indemnified Party would seek a recovery exceeds the sum of $50,000 (the "THRESHOLD Amount"), and then the Indemnified Party may recover the Threshold Amount and any sums which are in excess of the Threshold Amount, but in no event may the Indemnified Party be entitled to an amount in excess of the sum of the Purchase Price.
Limitation on Indemnification Obligations. (a) No party or Person shall have any claim for indemnification hereunder with respect to (i) any Tax liabilities arising by reason of any reduction or disallowance of deductions from taxable income in one taxable year, to the extent such reduction or disallowance results in a corresponding increase in allowable deductions from income in another taxable year or (ii) the shifting of items of income from one taxable year to another; provided that the party or Person who then recognizes the income also receives the economic benefit of such income. (b) The amount of any claim for which indemnification is provided under this Article VI shall be net of any amount recovered by the party or Person seeking indemnification under insurance policies with respect to the subject matter of such claim. If, following the receipt by a party or Person of any indemnity hereunder, such party or Person shall receive any insurance recovery or indemnity payment from a third party in respect of the same underlying claim, such party or Person shall reimburse the party from whom such indemnity payment was received to the extent of such insurance recovery or third party indemnity payment. (c) In no event shall the aggregate liability of each Seller under this Article VI with respect to indemnification claims based on breaches of representations and warranties exceed the Cash Consideration received by such Seller hereunder and under the Second Merger Agreement. In addition, the liability for breaches of representations and warranties hereunder shall be allocated among the Sellers pro-rata based on the Cash Consideration paid to each of the Sellers. Sellers shall not be obligated to make indemnity payments hereunder until the amount of claims against Sellers exceeds One Hundred Thousand Dollars ($100,000) (the “Threshold Amount”). In the event that an indemnification Claim exceeds the Threshold Amount, the Sellers shall be responsible for the entire amount of the Claim. (d) In no event shall the aggregate liability of AmeriPath under this Article VI with respect to indemnification claims based on breaches of representations and warranties exceed the value of the Cash Consideration paid to the Sellers, and no Seller shall be entitled to receive indemnification hereunder in excess of the Cash Consideration paid to such Seller. AmeriPath shall not be obligated to make indemnity payments hereunder until the amount of claims against it exceeds the Threshold Amount. In the event that an inde...
Limitation on Indemnification Obligations. The indemnification ----------------------------------------- provided for in Article 8 and Article 12 shall be subject to the following limitations: (i) Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be made pursuant to this Agreement (other than pursuant to Sections 1.2, 6.4, 6.11 and 6.14 and Article 7 hereof) except to the extent that the amounts which would otherwise be payable under this Agreement (other than pursuant to Sections 1.2, 6.4, 6.11 and 6.14 and Article 7 hereof) would collectively aggregate at least $100,000 (the "Minimum Amount") and such Minimum Amount shall be deducted from the -------------- aggregate amount payable under such provisions; (ii) In no event shall the Sellers have any obligation or liability to pay any amounts pursuant this Agreement (other than pursuant to Sections 1.2, 6.4 and 6.11 and Article 7 hereof) in excess of $6,400,000; provided that in no event shall the Sellers be obligated to pay -------- more than $2,560,000 with respect to claims made under this Agreement (other than pursuant to Sections 1.2 and 6.4 and Article 7 hereof) by a Buyer Indemnitee on or after 180 days after the Closing Date; (iii) Notwithstanding anything herein to the contrary, the Buyer shall have no right to any indemnification under this Article 12 for any matter to the extent (i) the Net Worth of the Company was reduced because of such matter and either Buyer did not dispute the amount of the reduction in the Audited Closing Balance Sheet or the dispute as to the amount of the reduction was resolved pursuant to Section 1.2, or (ii) the matter relates to whether any item of Equipment was Rental Ready or missing or the fair market value or cost of repair or replacement of any item of Equipment and such matter was not disputed or was disputed in determining the amounts payable under Section 6.14 and resolved as contemplated by Section 6.14; (iv) In no event shall the Sellers be liable for loss of profits or consequential damages; and (v) Notwithstanding anything in this Agreement to the contrary, the Sellers shall not be obligated to indemnify the Buyer Indemnities with respect to any Losses to the extent of (A) any proceeds received in connection with such Losses by the Company or any Subsidiary of the Company under any insurance policy of the Company or any Subsidiary of the Company in effect on the Closing Date (including, without limitation, the insurance policy described in Section 6.12 to b...
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Limitation on Indemnification Obligations. (a) All representations and warranties made by any party to this Agreement shall survive the Closing for a period of twelve (12) months (the "Survival Period"). (i) The Indemnified Party shall only be entitled to indemnification pursuant to Article VI hereof once such Indemnified Party's aggregate claims for indemnification exceed seventy five thousand U.S. dollars (U.S. $75,000), but after such claims exceed such amount, the Indemnified Party shall be entitled to seek indemnification for all indemnification claims in excess of fifty thousand U.S. dollars (U.S. $50,000) of Damages; and (ii) the indemnification obligations of each party shall be limited to an amount equal to sixty-five percent (65%) of the Purchase Price in the aggregate. No party shall be entitled to indemnification for Damages arising from the breach of any representation or warranty if such party had actual knowledge of such breach or inaccuracy prior to the Closing.
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 (b) 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 (c)
Limitation on Indemnification Obligations. Except as provided in the last clause of this sentence, an Indemnified Party shall not be entitled to recover any indemnification obligation pursuant to this Article 9 unless and until the total indemnification obligations for which such Indemnified Party could seek recovery hereunder exceeds the sum of Twenty-Five Thousand Dollars ($25,000) in the aggregate (the "Threshold Amount"). In the event such aggregate indemnification obligations exceed the Threshold Amount, such Indemnified Party shall be entitled to recover only the amount by which such aggregate indemnification obligations exceed the Threshold Amount. In no event may an Indemnified Party be entitled to recover an identification obligation under this Article 9 in excess of Five Hundred Thousand Dollars ($500,000) (the "Indemnity Amount"). Notwithstanding anything to the contrary contained herein, any indemnification payments made to Security National Life pursuant to this Article 9 shall be net of related tax effects and net of insurance proceeds received or to be received by Security National Life on account of such indemnification claim.
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