Limitations on Buyer’s Indemnification Sample Clauses

Limitations on Buyer’s Indemnification. Notwithstanding the other provisions of this Paragraph 15, Buyer shall not be liable to indemnify Seller pursuant to Paragraph 15(b)(i) for its Damages unless Seller notifies Buyer in writing of the claim or potential claim for indemnification pursuant to Paragraph 15(b)(i) not later than one (1) year from the Closing Date.
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Limitations on Buyer’s Indemnification. Subject to clause Section 10.2(2)(iii), with respect to indemnification for any Claims under Section 10.1(2):
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Limitations on Buyer’s Indemnification. Notwithstanding anything contained herein to the contrary, the Seller Indemnified Parties may not recover indemnification under Section 9.2(a)(i) in an aggregate amount in excess of the Cap. The limitations imposed by this Section 9.2(c) shall not apply to any claim for breach of representations and warranties based on fraud or intentional misrepresentation of Buyer or for breaches or any Specified Representation.
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Limitations on Buyer’s Indemnification. The maximum amount of indemnifiable Losses for which Buyer shall be liable pursuant to Section 9.2(a) shall be the Indemnity Cap.
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Limitations on Buyer’s Indemnification. The maximum amount of liability of the Buyer pursuant to Section 8.2 shall be USD 50,000 (the “Cap”). However, this provision shall not limit the liability of the Buyer for any representation, warranty or covenant claim resulting from the obligations of the Buyer to indemnify the Sellers in connection with any claims arising from fraud or criminal activity or willful misconduct for which no limitation shall apply.
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Limitations on Buyer’s Indemnification. The indemnification of the Seller Parties provided under Section 8.3(a)(i) shall be limited in certain respects as follows:
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Limitations on Buyer’s Indemnification. With respect to indemnification for any Claims under Section 10.2, Buyer shall not have any liability under Section 10.2 unless the aggregate amount of Losses to the Company under Section 10.2 of this Agreement exceeds the Buyer Basket and then only to the extent of such excess, provided that notwithstanding the foregoing the amount of indemnity payable by Buyer as a result of any Claims arising out a breach in Section 10.2(ii) shall not be subject to the Buyer Basket.
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Related to Limitations on Buyer’s Indemnification

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

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

  • 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.

  • 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.

  • 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:

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

  • 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:

  • 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.

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

  • 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.

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