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. 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. 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. 10.6.1 None of the Seller Parties will be obligated to indemnify PEI or its directors, officers, stockholders, employees, Affiliates, agents or assigns pursuant to this Agreement unless and until the aggregate amount of the Indemnifiable Claims thereunder exceeds $250,000 (except for an amount equal to any payment, dividend or other distribution to any Seller Party in violation of Sections 4.4.2(c), 6.2(l) or 6.2(s)), it being understood that after such amount exceeds $250,000, each of the Seller Parties will be jointly and severally liable only for all amounts in excess of $250,000 of Indemnifiable Claims (subject to the following sentence). The maximum amount for which each of the Seller Parties will be jointly and severally liable to PEI or its directors, officers, stockholders, employees, agents or assigns for any Inter-Party Claims will be $25 million, unless a Seller Party violated a Law prior to the Closing directly resulting in the Loss arising from such Inter-Party Claim(s), in which case there will be no maximum indemnification amount. The maximum amount for which each of the Seller Parties will be jointly and severally liable to PEI or its directors, officers, stockholders, employees, agents or assigns for any Third Party Claims will be the Purchase Price, unless a Seller Party violated a Law prior to the Closing directly resulting in the Loss arising from such Third-Party Claims(s), in which case there will be no maximum indemnification amount.
10.6.2 PEI will not be obligated to indemnify the Seller Parties or any of their directors, officers, shareholders, employees, Affiliates, agents or assigns pursuant to this Agreement unless and until the aggregate amount of the Indemnifiable Claims thereunder exceeds $250,000 (except for trade payables assumed by PEI pursuant to Section 1.2.2(b)), it being understood that after such amount exceeds $250,000, PEI will be liable only for all amounts in excess of $250,000 of Indemnifiable Claims (subject to the following sentence). The maximum amount for which PEI will be liable to the Seller Parties or their directors, officers, stockholders, employees, agents or assigns for any Inter-Party Claims will be $25 million, unless PEI violated a Law prior to the Closing directly resulting in the Loss arising from such Inter-Party Claim(s), in which case there will be no maximum indemnification amount. The maximum amount for which PEI will be liable to PEI or its directors, officers, stockholders, employees, agen...
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.
Limitation on Indemnity. The Indemnification otherwise available to an Indemnitee under Section 3.2 shall be limited to the extent set forth in this Section 3.
Limitation on Indemnity. Any party entitled to indemnification under Section 13 will only be entitled to indemnification in respect of any Losses after the aggregate amount of such Losses exceeds $50,000, at which point the indemnified party will be entitled to recover the entire amount of such Losses from the first dollar (including the first $50,000).
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 any other provision of this Agreement to the contrary, the Company shall not indemnify any Director from or on account of such person's conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct.
