Limitations on Indemnification Clause Samples

Limitations on Indemnification. (a) A Party may assert a claim for indemnification hereunder only to the extent the Indemnitee gives notice of such claim to the Indemnifying Party in accordance with Section 9.3 prior to the expiration of the applicable survival period with respect to the representation, warranty or covenant on which such claim is based, if any, set forth in Section 9.1. (b) Notwithstanding any other provision of this Article IX: (i) Except as provided in Section 9.4(b)(iii), in no event shall either Party be liable for indemnification pursuant to Section 9.2(a)(i), Section 9.2(a)(iv) or Section 9.2(b)(i) hereof (A) for any item or items arising out of the same facts, events or circumstances where the Indemnifiable Loss relating thereto is less than $100,000 and (B) in respect of each individual item where the Indemnifiable Loss relating thereto is equal to or greater than $100,000, unless and until the aggregate of all Indemnifiable Losses which are incurred or suffered by the Buyer Indemnitees or the Seller Indemnitees, respectively, exceeds 2% of the Purchase Price, in which case the Buyer Indemnitees or the Seller Indemnitees, as applicable, shall be entitled, subject to Section 9.4(b)(ii), to indemnification for (x) 50% of all such Indemnifiable Losses up to 2% of the Purchase Price and (y) all such Indemnifiable Losses in excess of 2% of the Purchase Price. All Indemnifiable Losses arising under Section 9.2(a)(iv) shall be deemed to be a single item for purposes of the foregoing. (ii) Except as provided in Section 9.4(b)(iii), neither Seller nor Buyer shall be required to make payments for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i), respectively, in an aggregate amount in excess of twelve and one-half percent (12.5%) of the Purchase Price. (iii) The limitations specified in Section 9.4(b)(i) and Section 9.4(b)(ii) shall not apply to Indemnifiable Losses arising out of any breach of any of the representations and warranties in Section 5.1, 5.2, 5.8, 5.13, 5.17, 6.1, 6.2, or 6.5, but in no case shall either Seller or Buyer be required to make payments for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i), respectively, in an aggregate amount in excess of one hundred percent (100%) of the Purchase Price. (c) Notwithstanding anything contained in this Agreement to the contrary, except for the representations and warranties expressly contained in Article V and the Seller Disclosure Schedules, neither Seller nor any other Person is...

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or...

Limitations on Indemnification. (a) The amount of Losses which the Cerberus Indemnitees may recover pursuant to Section 5.2(a) shall be determined net of any amounts actually recovered by the Cerberus Indemnitees under any insurance policies or under any third-party contractual indemnification or rights of contribution in connection with respect to such Losses, net of any costs or expenses (including Taxes) incurred in connection with such recovery. The Cerberus Indemnitees shall use commercially reasonable efforts to pursue recovery for Losses under any such available insurance policies and/or contractual indemnification or rights of contribution for any Loss for which a Cerberus Indemnitee seeks indemnification pursuant to this Section 5.7 to the extent reasonably collectable: provided, that the pursuit of any such recovery shall not be a condition or prerequisite to making of a claim for indemnification, or the receipt of indemnification payments, under this Section 5.7. (b) The Cerberus Indemnitees shall not be entitled to recover any Losses under Section 5.2(a) (other than with respect to the Fundamental Representations) unless the aggregate amount of all such Losses exceeds on a cumulative basis an amount equal to $10,000, at which time the Buyer Parties shall be entitled to recover the full amount of all Losses in excess of $10,000. (c) In no event shall Shareholder’s aggregate liability under (i) Section 5.2(a) (other than with respect to the Fundamental Representations and Special Representations, which shall be subject only to the limitation in clause (ii)). collectively, exceed $100,000 or (ii) Section 5.2(a) and ill collectively exceed $1,000,000. Notwithstanding anything herein to the contrary, there shall be no maximum liability for Shareholder with respect to any actual fraud of Shareholder in connection with this Agreement or the transactions consummated in connection herewith. Notwithstanding anything herein to the contrary, Shareholder shall not be liable for any actual fraud of any other Person.

Limitations on Indemnification. The indemnification provided for in Sections 10.1 and 10.2 shall be subject to the following limitations: (a) Sellers shall not be obligated to pay any amounts for indemnification under Section 10.1(a) until the aggregate indemnification payments equal $1.25 million (the "Basket Amount"), whereupon Sellers shall be obligated to pay all amounts in excess of the Basket Amount up to the Indemnity Escrow. Sellers shall be obligated to pay any amounts for indemnification under Sections 10.1(b) and 10.1(c) from the first dollar of Loss in full up to the Indemnity Escrow. Buyer shall not be obligated to pay any amounts for indemnification under Section 10.2(a) until the aggregate indemnification payments equal the Basket Amount, whereupon Buyer shall be obligated to pay all amounts in excess of the Basket Amount up to $25 million. Buyer shall be obligated to pay any amounts for indemnification under Sections 10.2(b) and 10.2(c) from the first dollar of Loss in full up to $25 million. (b) The Indemnity Escrow (as such may be reduced from time to time by disbursements in accordance with Section 4.2 herein) shall be the Buyer Indemnitees' sole and exclusive recourse for the satisfaction of any indemnification obligations of Sellers pursuant to Section 10.1 and in no event shall Sellers' indemnification obligations in the aggregate exceed the amount of the Indemnity Escrow. In no event shall Buyer's indemnification obligations under this Agreement exceed $25 million. (c) The indemnification provided for in this Article 10 shall be the exclusive right and remedy with respect to any claim or cause of action based upon, relating to or arising out of this Agreement or otherwise in respect of the transactions contemplated hereby, whether such claim or cause of action arises out of any contract, tort or otherwise and no such claim or cause of action shall be enforceable unless made in accordance with the procedures, and within the time periods, set forth in this Article 10. Notwithstanding the foregoing sentence, either party shall be entitled to any additional remedies that may be available under law or equity for a breach of a representation or warranty to the extent such party can demonstrate fraud or willful or knowing misrepresentation by the other party in a non-appealable final action before a court of competent jurisdiction. (i) Notwithstanding any other provision of this Agreement, Sellers shall be obligated for Losses in respect of Liabilities and obligations ari...

Limitations on Indemnification. (a) The Purchaser Indemnitees will not be entitled to recovery under Sections 7.2(a)(i) or (ii), and Section 7.2(b) until the total of such related Losses suffered by the Purchaser Indemnitees exceeds the Tipping Basket, whereupon the Purchaser Indemnitees shall be entitled to the amount of such Losses back to the first dollar; provided, however, that the Tipping Basket shall not apply to any claim for fraud, a breach or inaccuracy of any Seller Fundamental Representation, a breach or inaccuracy of Loan Level Fundamental Representations, or Losses for which the Purchaser Indemnitees are entitled pursuant to Sections 7.2(a)(iii), (iv), (v), or (vi). The aggregate amount of Losses for which the Purchaser Indemnitees shall be entitled to recovery under Sections 7.2(a)(i),(ii), (v) and (vi) and Section 7.2(b) shall not exceed the Cap; provided, however, that the Cap shall not apply to any claim for fraud, a breach or inaccuracy of any Seller Fundamental Representation, a breach or inaccuracy of any Loan Level Fundamental Representation, or Losses for which the Purchaser Indemnitees are entitled pursuant to Section 7.2(a)(iii), or (iv). Notwithstanding the immediately preceding sentence, the aggregate amount of Losses for which the Purchaser Indemnitees shall be entitled to recovery under this Agreement, the MLPA, and the MSR PSA (including with respect to breaches or inaccuracies of Seller Fundamental Representations) shall not exceed the Overall Cap. (b) The Seller Indemnitees will not be entitled to recovery under Section 7.3(i) for any Losses until the total of such Losses suffered by the Seller Indemnitees exceeds the Tipping Basket, whereupon the Seller Indemnitees shall be entitled to the amount of such Losses back to the first dollar; provided, however, that the Tipping Basket shall not apply to any claim for fraud, or a breach or inaccuracy of any Purchaser Fundamental Representation. The aggregate amount of Losses for which the Seller Indemnitees shall be entitled to recovery under Section 7.3(i) shall not exceed the Cap; provided, however, that the Cap shall not apply to any claim for fraud or a breach or inaccuracy of any Purchaser Fundamental Representation. Notwithstanding the immediately preceding sentence, the aggregate amount of Losses for which the Seller Indemnitees shall be entitled to recovery under this Agreement, the MSR PSA, and the MLPA (including with respect to breaches or inaccuracies of Purchaser Fundamental Representations) shall n...

Limitations on Indemnification. (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible. (b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap. (c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible. (d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap. (e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time an...

Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement, no amounts shall be payable as a result of any claim in respect of a Loss arising under Section 12.2 or Section 12.3: (i) unless the Indemnified Party has given the Indemnifying Party a Claim Notice or Indemnity Notice, as applicable, with respect to such claim, setting forth in reasonable detail the specific facts and circumstances pertaining thereto, as soon as practical following the time at which the Indemnified Party discovered, or reasonably should have discovered, such claim (except to the extent the Indemnifying Party is not prejudiced by any delay in the delivery of such notice) and, in any event, prior to the date on which the applicable representation, warranty, covenant or agreement ceases to survive pursuant to Section 12.1; or (ii) to the extent that the Indemnified Party had a reasonable opportunity, but failed, in good faith to mitigate the Loss; (iii) to the extent it arises from or was caused by actions taken or failed to be taken by the Indemnified Party or any of its Affiliates after the Closing; and (iv) to the extent an Indemnified Party asserts a claim for any punitive or exemplary damages or damages that are not reasonably foreseeable (except in the case when the Indemnified Party is required to pay any of such Losses in connection with a Third Party Claim). (b) Notwithstanding anything to the contrary contained in this Agreement, the indemnity obligations of Seller under this Article 12 shall be limited as set forth in this Section 12.4(b): (i) no indemnity shall be payable by Seller under Sections 12.3(a) or 12.3(b) with respect to any individual claim for Losses that does not exceed $1,000 (the “Minimum Amount”) (ii) with respect to individual Losses that are in excess of the Minimum Amount (the “Covered Losses”), no indemnity shall be payable by Seller under Sections 12.3(a) or 12.3(b) until the aggregate of such Covered Losses exceeds $50,000 (the “Basket”) and then only for such Covered Losses in excess of the Basket; provided, that the Basket shall not apply to the extent Losses are a result of a breach of any of the representations and warranties set forth in Sections 5.1, 5.7, and 5.12; (iii) Seller shall have no further indemnity obligations for Losses under Section 12.3(a) to the extent the aggregate of all Losses paid by it pursuant to Section 12.3(a) exceeds $1,500,000, and Purchaser, on behalf of itself and the other Purchaser Indemnified Parties...

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained in this Article 10, except in the case of fraudulent misrepresentation or a breach of any Seller Fundamental Representations, in no event shall Seller’s aggregate liability for Losses that may be recovered by the Buyer Indemnified Parties under Section 10.1(a) exceed the Purchase Price (the “Cap”). (b) Notwithstanding anything to the contrary contained in this Article 10, except in the case of fraudulent misrepresentation or a breach of any Buyer Fundamental Representation, in no event shall Buyer’s aggregate liability for Losses that may be recovered by the Seller Indemnified Parties under Section 10.2(a) exceed the Cap. (c) Notwithstanding any provision in this Agreement to the contrary, all Losses for which any Indemnified Party would otherwise be entitled to indemnification under Section 10.1 or Section 10.2 shall be reduced by the amount of insurance proceeds, net Tax benefits, indemnification payments and other third-party recoveries actually realized in respect of any Losses incurred by such Indemnified Party (after deducting any costs incurred by such Indemnified Party in collecting such recoveries). In the event any Indemnified Party is entitled to any insurance proceeds, net Tax benefits, indemnity payments or any third-party recoveries in respect of any Losses for which such Indemnified Party is entitled to indemnification pursuant to Section 10.1 or Section 10.2, such Indemnified Party shall use reasonable efforts to obtain, receive or realize such proceeds, benefits, payments or recoveries. In the event that any such insurance proceeds, net Tax benefits, indemnification payments or other third-party recoveries are realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, net Tax benefits, indemnification payments or other third-party recoveries relate, the Indemnified Party shall promptly remit all or the relevant portion of such indemnification payment to the Indemnifying Party (after deducting any costs incurred by such Indemnified Party in collecting such recoveries). (d) For purposes of determining the obligation to indemnify for the existence of any breach of any representation or warranty, pursuant to Section 10.1, and for calculating the amount of any Losses incurred in connection with and such breach of representation or warranty, any and all references to “mat...