Limitations on Certain Indemnity; Right of Offset Sample Clauses

Limitations on Certain Indemnity; Right of Offset. (a) Except with respect to any Interiors Losses involving proven fraud by CSL or any of its officers, directors, stockholders or key employees, CSL shall not be liable to Interiors with respect to Interiors Losses unless and until, and then only to the extent that, the aggregate amount of all Interiors Losses shall exceed (i) in respect only of the transactions contemplated by this Agreement, the sum of $25,000 (the "Basket"). CSL shall thereafter be liable for all Interiors Losses in excess of the Basket, up to the aggregate amount of $1,000,000.
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Limitations on Certain Indemnity; Right of Offset. (a) Except with respect to any Commodore Losses involving proven fraud by the Stockholders, the Stockholders shall not be liable to Commodore with respect to Commodore Losses unless and until, and then only to the extent that, the aggregate amount of all Commodore Losses shall exceed the sum of $250,000 (the "Basket"). The Stockholders (jointly and severally) shall thereafter be liable for all Commodore Losses in excess of the Basket, up to the aggregate amount of the Closing Cash Payment portion of the Consideration set forth in Section 2.1 hereof
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Limitations on Certain Indemnity; Right of Offset. (a) Except with respect to any Purchaser Losses involving proven fraud by the Stockholders, the Stockholders shall not be liable to Purchaser with respect to Purchaser Losses unless and until the aggregate amount of all Purchaser Losses shall exceed the sum of $50,000 (the "Basket"). The Stockholders, jointly and severally, shall be liable for all Purchaser Losses (including the first $50,000), up to the value on the Closing Date of the Stock Consideration and the Performance Shares (if issued).
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Related to Limitations on Certain Indemnity; Right of Offset

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

  • 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.

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

  • 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:

  • Limitations on Damages Neither Party shall be liable for any consequential, special or indirect losses or damages suffered by the other Party, whether or not the likelihood of such losses or damages was known by the Party.

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

  • No Obligation to Mitigate Damages; No Effect on Other Contractual Rights (a) The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise.

  • Certain Limits on Indemnification Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to:

  • 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.

  • No Limitations on Actions Stockholder signs this Agreement solely in his, her or its capacity as the record and/or beneficial owner, as applicable, of the Owned Shares; this Agreement shall not limit or otherwise affect the actions of Stockholder in any other capacity, including such person’s capacity, if any, as an officer of the Company or a member of the Board of Directors of the Company; and nothing herein shall limit or affect the Company’s rights in connection with the Amended and Restated Securities Purchase Agreement.

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