Limitation on Indemnification Rights Sample Clauses

Limitation on Indemnification Rights. (a) It is understood and agreed that no claim for recovery of indemnifiable damages may be asserted based on a representation, warranty or applicable portion thereof set forth in this Agreement after it has been extinguished in accordance with Section 7.1 hereof.
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Limitation on Indemnification Rights. (1) It is understood and agreed that no claim for recovery of indemnifiable damages may be asserted based on a representation, warranty or applicable portion thereof set forth in this Agreement after it has been extinguished in accordance with Section 6.5 (d) (2) hereof, except as to any matters with respect to which a bona fide written claim shall have been made or an action at law or in equity shall have commenced before such date, in which event survival shall continue (but only with respect to and to the extent of, such claim or action) until the final resolution of such claim or action, including all applicable periods of appeal.
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Limitation on Indemnification Rights. (a) Subject to the provisions of Sections 9.4(b) and 9.4(c) below it is understood and agreed that no claim for recovery of indemnifiable damages may be asserted based on a representation, warranty or applicable portion thereof set forth in this Agreement or the Transaction Documents after it has been extinguished in accordance with Section 8.3 hereof. The date on which a claim would be extinguished in accordance with Section 8.3 but for the provisions of this Section 9.4 is sometimes referred to as the "Expiration Date" of such claim.
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Limitation on Indemnification Rights. Notwithstanding any other provision of this Agreement or any other Purchase Document to the contrary:
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Limitation on Indemnification Rights. (a) Subject to the provisions of Sections 9.4(b) and 9.4(c) below it is understood and agreed that no claim for recovery of indemnifiable damages may be asserted based on a representation or warranty or applicable portion thereof set forth in this Agreement or the Transaction Documents after the applicable Expiration Date.
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Limitation on Indemnification Rights. (a) Subject to the provisions of Section 9.4(b) below it is understood and agreed that no claim for recovery of indemnifiable damages may be asserted pursuant to Section 9.1(i) or Section 9.2(i) based on a representation, warranty, covenant or agreement or applicable portion thereof set forth in this Agreement after it has been extinguished in accordance with Section 8.2 hereof; provided, however, any representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Article IX, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to Section 8.2 if written notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time.
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Limitation on Indemnification Rights. Notwithstanding anything in this Section 7 to the contrary, an Indemnifying Party shall not be required to indemnify any Indemnified Party for any consequential, special or punitive damages, and its obligation to indemnify the Indemnified Parties shall be limited to the amount of the aggregate Purchase Price for the Securities. An Indemnifying Party shall only be required to indemnify any Indemnified Party if the amount of Damages which such Indemnifying Party is obligated to pay hereunder exceeds $25,000 individually or in the aggregate
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Related to Limitation on Indemnification Rights

  • 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.

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

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

  • 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.

  • Limitation on Indemnity Notwithstanding anything contained herein to the contrary, the Company shall not be required hereby to indemnify the Indemnitee with respect to any action, suit, or proceeding that was initiated by the Indemnitee unless (a) such action, suit, or proceeding was initiated by the Indemnitee to enforce any rights to indemnification arising hereunder and such person shall have been formally adjudged to be entitled to indemnity by reason hereof, (b) authorized by another agreement to which the Company is a party whether heretofore or hereafter entered, or (c) otherwise ordered by the court in which the suit was brought.

  • 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:

  • Limitations on Indemnification Obligations (a) The amount which any Party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") in respect of Damages or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

  • 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.”

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

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