Limitations on Buyer Parent’s Indemnity Sample Clauses

Limitations on Buyer Parent’s Indemnity. Except in cases of fraud, intentional misrepresentation of fact or intentional misconduct, Buyer Parent shall not be obligated to indemnify any Seller Indemnified Party for any Loss described in Section 12.2(a)(i) with respect to breaches of representations and warranties until the aggregate of all such Losses for which Buyer Parent is liable are in excess of the Threshold Amount (in which event, subject to the terms, conditions and limitations set forth in this ARTICLE XII, Buyer Parent shall be obligated to indemnify Seller Parent, and Seller Parent may assert its right to indemnification hereunder, for the full amount of such Loss without regard to, and without deducting or subtracting, the Threshold Amount). Except in cases of fraud, intentional misrepresentation of fact or intentional misconduct, Buyer Parent’s aggregate Liability for Losses described in Section 12.2(a)(i) with respect to breaches of representations and warranties shall not exceed the Cap. Buyer Parent shall have no Liability to any Seller Indemnified Party for any special or punitive damages or any damages related to or caused by a change in the value of any Shares, and Losses indemnifiable hereunder shall not include such damages.
Sample 1
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Limitations on Buyer Parent’s Indemnity. (i) Buyer Parent will not be required to indemnify the Sellers Indemnified Parties with respect to any claim for indemnification arising out of or relating to matters described in Section 11.2(a)(i) (x) unless and until the aggregate amount of all such claims against the Sellers Indemnified Parties for such matters exceeds the Deductible, in which event the Sellers Indemnified Parties will be entitled to recover for the full amount of the Losses, (y) with respect to individual matters involving Losses of less than the Deminimis Amount, which individual Losses less than the Deminimis Amount will not be counted toward satisfaction of the Deductible, or (z) to the extent the aggregate amount of such claims exceeds the Cap; provided, however that the Deductible, Deminimis Amount and Cap and will not apply for any claim for indemnification arising out of or relating to a breach of the representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authorization; Enforceability), Section 4.3 (No Conflicts or Approval) and Section 4.5 (No Brokers) for which claims Buyer Parent will be required to indemnify the Sellers Indemnified Parties for aggregate amounts up to the amount of the Purchase Price.
Sample 1

Related to Limitations on Buyer Parent’s Indemnity

  • Limitations on Indemnity No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:

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

  • Survival of Representations Indemnification The representations, warranties, covenants and agreements contained in this Agreement shall survive Closing, regardless of any investigations made by or on behalf of, or knowledge of, any of the parties. Sellers agree to indemnify ATOW and ATOW SUB, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by Sellers pursuant to this Agreement. ATOW and ATOW SUB agree to indemnify Sellers, their successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by ATOW and ATOW SUB pursuant to this Agreement. For the purposes of this indemnification, ATOW and ATOW SUB shall have the right to recoup any amount paid to Xxxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx as a result of a non-assumed claim or liability.

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

  • Survival of Representations and Indemnity The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

  • Limitations on Additional Indemnity No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:

  • REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S LIABILITY The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder, (ii) such interest is free and clear of any adverse claim created by the Assignor and (iii) the execution and delivery of this Assignment Agreement by the Assignor is duly authorized. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of any Loan Document, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of the Borrower or any guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of the Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Loan Documents, (v) inspecting any of the property, books or records of the Borrower, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents.

  • Survival of Representations and Warranties; Indemnity All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by the Company in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Securities. Unless the Company otherwise agrees in writing, the Subscriber shall and hereby does indemnify and hold harmless the Company from and against any and all losses, expenses, liabilities and other claims and damages relating to or arising out of any breach of any representation, warranty or covenant made by the Subscriber in this Agreement.

  • Survival of Representations and Agreements All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

  • Limitations on Indemnification for Breaches of Representations and Warranties (a) An indemnifying party shall not have any liability under Section 9.1(a)(i), Section 9.1(a)(ii) or Section 9.1(b)(i) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 4.3, 4.11, 4.24 and 4.29 hereof, exceeds $35,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of $10,000 (the “Deductible”).

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