Limitation on Indemnity Clause Samples

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

Limitation on Indemnity. (a) Notwithstanding any other provision of this Agreement: (i) Seller shall not have any obligation to indemnify Buyer or its assigns pursuant to Section 6 unless and until, and only to the extent that, the aggregate of all such individual Damages incurred or sustained by Buyer or its assigns with respect to which Buyer or its assigns are entitled to indemnification under Section 6 exceeds $300,000 (the Basket), in which case the Seller shall be liable for the entire amount of such Damages in excess of $150,000; provided, however, that the foregoing Basket shall not apply to Damages resulting from a breach by Seller of Sections 2.1.1 and 2.1.3; any matters disclosed pursuant to a Supplement Disclosure Schedule provided under Section 3.1.8 which matters disclosed therein were known by Seller at the signing of this Agreement; any failure by Seller to pay the Excluded Liabilities; the indemnification obligation of Seller under Section 6.8, and any breach by Seller of Section 7.3(a), (b) or (c); any pre-Closing Date liabilities of Seller under the 401(k) Plan Spinoff Plan; and the failure of Seller to pay any license, assignment or transfer fee for the Software in accordance with the provisions of Section 5.4. (ii) the aggregate liability of Seller to indemnity Buyer and its assigns for Damages under Section 6 shall in no event exceed the Purchase Price. (b) Notwithstanding any other provision of this Agreement: (i) Buyer shall not have any obligation to indemnify Seller pursuant to Section 6 unless and until, and only to the extent that, the aggregate of all individual Damages incurred or sustained by Buyer with respect to which Seller is entitled to indemnification under Section 6 exceeds the Basket in which case Buyer shall be liable for the entire amounts of such Damages from the first dollar; indemnities payable with respect to a violation of Buyer's obligation to pay and discharge the Assumed Liabilities or fulfill its obligations under the Assumed Contract or any breach of Section 7.3(d) shall not be subject to any minimum amount; and (ii) the aggregate liability of Buyer to indemnify Seller for Damages under Section 6 shall in no event exceed the Purchase Price; provided, however, that the foregoing dollar limitation shall not apply to Damages with respect to claims made for breaches of, or any inaccuracies in, any representation, warranty or covenant made in Sections 2.2.1 and 2.2.2 of this Agreement.

Limitation on Indemnity. Any party entitled to indemnification under this Section will only be entitled to indemnification in respect of any Losses after the aggregate amount of such Losses exceeds $20,000, at which point the indemnified party will be entitled to recover the entire amount of such Losses from the first dollar (including the first $20,000).

Limitation on Indemnity. (a) No Covered Party shall be entitled to make a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement unless and until the aggregate of all Damages suffered by the Purchaser Indemnified Parties in the case of Section 10.2(a)(i)(A), and the Seller Indemnified Parties in the case of Section 10.2(a)(ii)(A), exceeds $750,000 (the “Basket Amount”), provided the other requirements of this Article X have been complied with, all subsequent Damages (and the Basket Amount) shall become due and payable. Notwithstanding the foregoing, the Basket Amount shall not apply to Damages arising from or in connection with (i) Seller’s representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.8, 4.10, 4.11(b) or 4.16 hereof, (ii) Purchaser’s representations and warranties set forth in Sections 5.2, 5.3 or 5.7, or (iii) a Covered Party’s claim for indemnification hereunder to the extent a breach results from fraud or intentional misrepresentation, as to each of which the limitations set forth herein shall be inapplicable. In calculating the amount of Damages of the Covered Parties with respect to a claim for indemnification pursuant to Section 10.2(a)(i)(A) or 10.2(a)(ii)(A) of this Agreement, if the Damages for such claim, together with all other Damages for any other claims arising out of the same or similar events, facts or circumstances or series of related events, facts or circumstances, total less than $25,000, such Damages shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Basket Amount), and a Covered Party shall not have any recourse against the Indemnifying Party for such Damages. (b) Notwithstanding anything express or implied in this Article X to the contrary, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representation or warranty of such Party (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 5.2, or 5.3, as to which the cap set forth herein shall be inapplicable), shall not exceed an aggregate amount of $30,000,000 (the “Indemnification Limit”). Notwithstanding the foregoing, the aggregate liability of Seller or Purchaser, as the case may be, to all Covered Parties with respect to any and all Damages arising from a breach of any representations and warranties and any breach of the covenants set fo...

Limitation on Indemnity. No indemnity pursuant to this Agreement shall be provided by the Company: (a) On account of any suit in which a final, unappealable judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company in violation of the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended; (b) For Damages that have been paid directly to Indemnitee by an insurance carrier under a policy of insurance maintained by the Company; (c) With respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) On account of Indemnitee's conduct which is finally adjudged by a court having jurisdiction in the matter to have been intentional misconduct, a knowing violation of law or the RCW 23B.08.310 or any successor provision of the Statute, or a transaction from which Indemnitee derived an improper personal benefit; (e) If a final decision by a court having jurisdiction in the matter with no further right of appeal shall determine that such indemnification is not lawful (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission (the "SEC") believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) In connection with any proceeding (or part thereof) initiated by Indemnitee, or any proceeding by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Statute, or (iv) the proceeding is initiated pursuant to Section 3.3 hereof.

Limitation on Indemnity. Without affecting the rights of City under any provision of this agreement or this section, Contractor shall not be required to defend, indemnify and hold harmless City as set forth above for liability attributable to the active negligence, sole negligence, or willful misconduct of City, provided such active negligence, sole negligence, or willful misconduct is determined by agreement between the parties or the findings of a court of competent jurisdiction.

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.

Limitation on Indemnity. In compliance with RCW 4.24.115 as in effect on the date of this Lease, all provisions of this Lease pursuant to which Landlord or Tenant (the "Indemnitor") agrees to indemnify the other (the "Indemnitee") against liability for damages arising out of bodily injury to Persons or damage to property relative to the construction, alteration, repair, addition to, subtraction from, improvement to, or maintenance of, any building, road, or other structure, project, development, or improvement attached to real estate, including the Premises, (i) shall not apply to damages caused by or resulting from the sole negligence of the Indemnitee, its agents or employees, and (ii) to the extent caused by or resulting from the concurrent negligence of (a) the Indemnitee or the Indemnitee's agents or employees, and (b) the Indemnitor or the Indemnitor's agents or employees, shall apply only to the extent of the Indemnitor's negligence; PROVIDED, HOWEVER, the limitations on indemnity set forth in this Section shall automatically and without further act by either Landlord or Tenant be deemed amended so as to remove any of the restrictions contained in this Section no longer required by then applicable law.

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, or (b) otherwise ordered by the court in which the suit was brought.