Limitation on Seller's Indemnification Sample Clauses

Limitation on Seller's Indemnification. Notwithstanding the provisions of Section 14, Seller shall not be required to indemnify or hold harmless any of the indemnified parties on account of any loss indemnified under Section 14, unless liability of Seller in respect of that indemnified loss, when aggregated with the liability of Seller in respect of all losses under Section 14, exceeds the threshold amount of $25,000, whereupon Seller shall be liable for all such indemnified losses in excess of $25,000, up to but not exceeding the total amount of $1,000,000.
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Limitation on Seller's Indemnification. Except with -------------------------------------- respect to fraud, the aggregate liability of Seller to Purchaser under Section 9(a) shall not exceed the amount of the Escrow Fund. In the absence of fraud, Purchaser's claims against the Escrow Fund shall be Purchaser's sole contractual remedy, provided that such limitation shall not apply to a breach of the Confidentiality Agreement or any covenant not to compete applicable to Seller hereunder or under any of the Related Agreements.
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Limitation on Seller's Indemnification. No Buyer Indemnified Party may recover any Losses unless and until the total amount of Losses exceeds $15,000, or with respect to a Loss or Losses under Section 5.4 exceeds $125,000, and the Buyer Indemnified Parties shall not be entitled to indemnification for Losses under Sections 7.1(a) and 7.1(b) hereof or under any Related Document to the extent that the aggregate amount of all such Losses incurred by all Buyer Indemnified Parties exceeds, on a cumulative basis, $125,000. The limitations imposed by this Section 7.1(d) shall apply irrespective of the nature of the claim or Action, whether contract, tort, fraud or otherwise, but shall not apply to any claim for indemnification under Sections 5.4 or 7.1(c).
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Limitation on Seller's Indemnification. Notwithstanding any other provision of this Article XII, (i) the aggregate liability of the Seller under Section 12.2 shall in no event exceed the aggregate amount of the Purchase Price, as adjusted, paid to the Seller hereunder and (ii) no amount shall be payable for indemnification pursuant to Section 12.2 (other than (A) for breach of Section 3.20 with respect to accounts receivable included in the Acquired Assets that remain uncollected after 120 days following the Closing Date, and (B) up to $90,000 in excess of the reserves set forth on the Closing Statement for product warranty claims with respect to products sold or services rendered by the Seller on or prior to the Closing Date) until the aggregate amount payable under Section 12.2 exceeds $250,000, in which event all such amounts shall be payable.
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Limitation on Seller's Indemnification. (i) The indemnification obligations under Section 6.1(a)(i) with respect to the representations and warranties of the Sellers contained in Article II are joint and several obligations; provided, however, subject to all other terms and conditions contained herein, if any Seller is required to indemnify a Purchaser Party arising from a breach of Article II such Seller’s individual indemnity obligation shall be capped at its Proportional Share of any such Indemnifiable Losses. Each Seller’s “Proportional Share” of any Indemnifiable Losses suffered by any Purchaser Party as to such Seller shall equal such Seller’s proportional ownership of the Company as of the Closing, as reflected on Schedule 2.1(b). Notwithstanding the foregoing, nothing in this Section 6.1(b)(i) shall limit Purchaser’s right to set off the full Note Amount pursuant to Section 6.5.
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Limitation on Seller's Indemnification. Except for Sellers obligation to pay adjustments to the Purchase Price and the Accounts Receivable Adjustment, as set forth in Section 1.7(c) which obligations shall not be limited, all of Sellers' other obligations under Section 9.1, notwithstanding anything to the contrary in this Agreement, shall apply only to the extent the amount Sellers would otherwise have to pay Purchaser under Section 9.1 exceeds $200,000. Additionally, in no event shall the amount which Sellers are obligated to pay the Purchaser under Section 9.1 in the aggregate exceed seventy-five percent (75%) of the Purchase Price, as adjusted pursuant to Section 1.7(c) hereof, except that such limitation shall not apply to any loss, damage or claim, otherwise covered under Sellers' indemnification contained in Section 9.1 and caused by Sellers' proven fraud or wilful misrepresentation.
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Related to Limitation on Seller's Indemnification

  • Seller’s Indemnification Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

  • Buyer’s Indemnification of Seller Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.

  • Seller’s Indemnification of Buyer Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.

  • 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 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.

  • Buyer’s Indemnification Buyer agrees to defend, indemnify and hold harmless Seller from and against:

  • Waivers Indemnification 60 11.1 Demand; Protest; etc...........................................................................60 11.2 The Lender Group's Liability for Collateral....................................................60 11.3 Indemnification................................................................................60

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • 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 of Liability; Indemnification (a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

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