Limitations on Indemnification Amounts Sample Clauses

Limitations on Indemnification Amounts. Notwithstanding anything to the contrary in this Article VII: (a) in no event shall the Sellers be required to provide indemnification under this Article VII unless and until the Purchaser Indemnified Parties shall have incurred aggregate Losses of at least $1,000,000 (the “Indemnification Deductible”) resulting from otherwise indemnifiable breaches of representations and warranties and covenants and agreements by the Sellers, after which point the Sellers shall only be required to provide indemnification with respect to indemnifiable Losses in excess of the Indemnification Deductible; and (b) in no event other than as expressly contemplated by Section 7.12(b) shall any Seller be required to provide indemnification under this Article VII for aggregate indemnifiable Losses under this Article VII in excess of the amount of such Seller’s allocable portion of the then-available Indemnity and Earnout Escrow Funds (the “Indemnification Cap”); notwithstanding the foregoing, with respect to Losses resulting from (A) any willful breach of this Agreement by a Seller (or Sellers), (B) any fraud of such Seller (or Sellers) related to the transactions contemplated hereby, (C) any breach by such Seller (or Sellers) of its Special Representations and Warranties, (D) any breach by such Seller (or Sellers) of its covenants and agreements under Section 1.6(e) or Section 1.6(f) or (E) any breach by the Sellers of the representations and warranties set forth in Section 2.3, the Indemnification Deductible shall not apply and, with respect to preceding clauses (A) through (E), as to such Seller (or Sellers) the Indemnification Cap shall not apply; provided, however, that in no event shall any Seller be required to provide indemnification under this Article VII (I) for aggregate indemnifiable Losses under this Article VII in excess of such Seller’s pro rata portion of the Purchase Price and (II) with respect to any indemnifiable Losses under this Article VII resulting from the matters referred to in the preceding clause (E) that exceed the then available Indemnity and Earnout Escrow Funds, in excess of such Seller’s pro rata portion of such excess indemnifiable Losses (measured by reference to the number of Shares owned by such Seller immediately prior to the Closing in relation to the Shares held by all the Sellers immediately prior to the Closing).
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Limitations on Indemnification Amounts. (a) Subject to Section 10.5(b), Seller and Purchaser shall have no liability pursuant to Section 10.2 or Section 10.3, as applicable, until the total of all Damages for which the Purchaser Indemnified Parties or Seller Indemnified Parties, as applicable, are entitled to indemnification pursuant to Section 10.2 or Section 10.3, as applicable, exceeds, in the aggregate, $350,000 (the “Deductible”), at which point the Purchaser Indemnified Parties shall be entitled to recover only the amount of any Damages pursuant to Section 10.2 in excess of the Deductible. Subject to Section 10.5(b), the aggregate liability of Seller or Purchaser for Damages under Section 10.2 or Section 10.3, as applicable, shall be limited to $3,600,000 (the “Liability Cap”), and in no event, shall Seller or Purchaser be liable under Section 10.2 or Section 10.3, as applicable, to the extent that the aggregate indemnification payments for Damages hereunder would exceed the Liability Cap. (b) Notwithstanding anything in Section 10.5(a) to the contrary, in no event will the limitations set forth in Section 10.5(a) and Section 10.5(c) apply (a) to the extent of any fraud, or knowing and intentional misconduct by Seller or Purchaser or (b) with respect to any breach by Seller of the non-compete provisions and non-solicitation provisions contained in Section 7.3. (c) Subject to Section 10.5(b), Purchaser shall have no liability pursuant to Section 10.3 until the total of all Damages for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 10.3 exceeds, in the aggregate, the Deductible, at which point the Seller Indemnified Parties shall be entitled to recover only the amount of any Damages pursuant to Section 10.3 in excess of the Deductible. Subject to Section 10.5(b), the aggregate liability of Purchaser for Damages under Section 10.3 shall be limited to the Liability Cap, and in no event, shall Purchaser be liable under Section 10.3, to the extent that the aggregate indemnification payments for Damages hereunder would exceed the Liability Cap.
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Limitations on Indemnification Amounts. The rights of the Purchaser Indemnified Parties and the Company Indemnified Parties to indemnification pursuant to the provisions of this Article IX are subject to the following limitations: (a) In no event shall (i) the Equityholders be required to provide indemnification to any of the Purchaser Indemnified Parties with respect to any claim for indemnification made pursuant to Section 9.2(a)(i): (A) if the Losses associated with such claim (or group of related claims arising out of the same or similar circumstances) are less than Fifty Thousand Dollars ($50,000) (the “De Minimis Claim Amount”); or (B) unless and until the Losses associated with all claims for indemnification made pursuant to Section 9.2(a)(i) incurred by the Purchaser Indemnified Parties aggregate at least Four Million Four Hundred Thousand Dollars ($4,400,000) (the “Indemnification Deductible”), after which point the Equityholders shall only be required to provide indemnification with respect to indemnifiable Losses with respect to any such claim for indemnification made pursuant to Section 9.2(a)(i) in excess of the Indemnification Deductible (for the avoidance of doubt, Losses associated with any claim for which indemnification is unavailable hereunder solely by reason of the limitation described in foregoing clause (i)(A) will not be counted towards determining if the Indemnification Deductible has been reached); provided, however, that, notwithstanding anything to the contrary contained herein, the De Minimis Claim Amount and the Indemnification Deductible shall not apply to any indemnification claims made with respect to the Fundamental Company Representations, the representations set forth in Section 4.13 (Taxes), indemnification claims made pursuant to Sections 9.2(a)(ii) through 9.2(a)(vii) or any claim based on intentional fraud; (ii) the Equityholders be required to provide indemnification to the Purchaser Indemnified Parties for indemnifiable Losses arising from claims for indemnification made pursuant to Sections 9.2(a)(i) in an aggregate amount in excess of amount of the Escrow Deposit then remaining in the Escrow Account (the “Indemnification Cap”) except with respect to claims made with respect to the Fundamental Company Representations or any claim based on intentional fraud; and (iii) the Equityholders be required to provide indemnification to the Purchaser Indemnified Parties for indemnifiable Losses with respect to Section 9.2(a) in an aggregate amount in excess of the...
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Limitations on Indemnification Amounts. Notwithstanding anything to the contrary in this Article X, in no event shall an Indemnified Party be required to provide indemnification under Section 10.2(a)(i) or Section 10.2(b)(i), as applicable, unless and until the Purchaser Indemnified Parties or Seller Indemnified Parties, as the case may be, shall have incurred aggregate Losses under this Agreement of at least one million dollars ($1,000,000), but then shall be responsible for all such Losses back to the first dollar (the “Indemnity Threshold”) and then only for Losses arising under Section 10.2(a)(i) or Section 10.2(b)(i), as applicable, up to a maximum aggregate amount of seven and one-half percent (7.5%) of the Purchase Price (the “Indemnity Cap”), except that: (a) neither the Indemnity Threshold nor the Indemnity Cap shall apply to Losses resulting from any willful breach of this Agreement or fraud related to the transactions contemplated hereby; and (b) the Indemnity Cap shall not apply to: (i) Losses resulting from a breach of the Seller Fundamental Representations or inaccuracy of the Seller Closing Certificate with respect to the Seller Fundamental Representations; or (ii) the Purchaser Fundamental Representations or inaccuracy of the Purchaser Closing Certificate with respect to the Purchaser Fundamental Representations.
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Limitations on Indemnification Amounts. Except in the case of fraud or bad faith in connection with a representation or warranty of Devise or Ward, xx a willful breach of any covenant contained herein of Devise or Ward, xxe liability by Ward xxxer this Article IX shall be limited to that portion of the Merger Price paid to Ward xxxer Section 6.01. Further, Intelispan shall not be entitled to make a claim under this Article IX unless such claim is reasonably anticipated to be at least $75,000 or consists of multiple claims aggregating to more than $100,000.
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Limitations on Indemnification Amounts. Except in the case of fraud or bad faith in connection with a representation or warranty of Intelispan, or a willful breach of any covenant contained herein of Intelispan, the liability by Intelispan to Ward xxxer this Article IXA shall be limited to that portion of the Merger Price paid to Ward xxxer Section 6.01; and the liability by Intelispan to the other Devise Shareholders shall be limited to that portion of the Merger Price paid to such shareholders under Section 6.01.
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Limitations on Indemnification Amounts. Notwithstanding anything in this Agreement to the contrary, (i) no indemnification payment shall be made pursuant to this Agreement to any indemnified party until the amounts which the indemnified party would otherwise be entitled to receive as indemnification under this Agreement aggregate at least $2,500.00, at which time the indemnified party shall be indemnified dollar for dollar for the entire amount of indemnification to which it would be entitled and (ii) no indemnification payment or any claim for breach of any representation, warranty or covenant which may be due under this Agreement from either Xxxxxx, Xxxxxxx or Xxxxx shall exceed $90,000 individually and $270,000 in the aggregate.
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Related to Limitations on Indemnification Amounts

  • Limitations on Indemnification (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

  • Limitations on Indemnification Obligations The rights of the Indemnified Parties to indemnification pursuant to the provisions of Section 7.2(a) and Section 7.2(b) are subject to the following provisions: (a) None of the Indemnified Parties shall be entitled to recover for any particular Loss pursuant to Section 7.2(a)(i) or Section 7.2(b)(i) (except in the case of Fraud) unless such Loss equals or exceeds $10,000 (and no such Loss less than $10,000 shall be applied against the Deductible). (b) The Indemnified Parties shall not be entitled to recover Losses pursuant to Section 7.2(a)(i) or Section 7.2(b)(i) (except in the case of Fraud) until the total amount which the Indemnified Parties would recover under Section 7.2(a)(i) or Section 7.2(b)(i), as applicable, in the aggregate (as limited by the other provisions hereof), but for this Section 7.4(b), exceeds $1,192,500 (the “Deductible”), in which case the applicable Indemnified Parties shall only be entitled to recover Losses in excess of such amount, subject to the other limitations herein. (c) Except, in each case, in the case of Fraud, (i) the maximum liability of Seller to the Purchaser Indemnitees with respect to any Losses of the Purchaser Indemnitees indemnifiable pursuant to Section 7.2(a)(i) shall not exceed $1,192,500 and (ii) the maximum liability of Seller or Purchaser, as applicable, for indemnifiable Losses pursuant to this Article VII shall not exceed the Aggregate Purchase Price. (d) The amount of any and all Losses indemnifiable hereunder shall be determined net of any amounts actually recovered by the Indemnified Parties under insurance policies (excluding, in the case of the Purchaser Indemnitees, the Representation and Warranty Insurance Policy) or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement) with respect to such Losses (which amounts actually recovered by the Indemnified Parties shall be calculated, in each case, net of any reasonable out-of-pocket costs and any Taxes incurred in connection with such recovery). In any case where a Purchaser Indemnitee actually recovers, under insurance policies (excluding, in the case of the Purchaser Indemnitees, the Representation and Warranty Insurance Policy) or from other collateral sources, any amount in respect of a matter for which such Indemnified Party was previously indemnified hereunder, such Indemnified Party shall promptly pay over to the Responsible Party a refund equal to the amount so recovered (after deducting therefrom the amount of the reasonable out-of-pocket costs and expenses and any Taxes incurred in connection with such recovery), if and solely to the extent that such amount of recovery would have reduced the amount to which the Indemnified Party would have been entitled pursuant to the first sentence of this Section 7.4(d), but not in excess of the aggregate amount previously paid to the Indemnified Parties hereunder in respect of such matter. (e) The Purchaser Indemnitees shall use commercially reasonable efforts to recover under the Representation and Warranty Insurance Policy, to the extent available and subject to applicable retention and other coverage limitations thereunder, for any Losses for Indemnified Taxes pursuant to Section 7.2(a)(iv) or for any Losses pursuant to Section 7.2(a)(ii) prior to seeking indemnification from Seller under this Agreement; provided that nothing in this Section 7.4(e) shall limit the Purchaser Indemnitees’ rights to indemnification pursuant to Section 7.2(a)(iv) or pursuant to Section 7.2(a)(ii) to the extent that recovery is not available under the Representation and Warranty Insurance Policy for any reason with respect to all or any portion of such Losses. The amount of any and all indemnifiable Losses for Indemnified Taxes pursuant to Section 7.2(a)(iv) or for any indemnifiable Losses pursuant to Section 7.2(a)(ii) shall be determined net of any amounts actually recovered by the Indemnified Parties under the Representation and Warranty Insurance Policy with respect to such Losses (which amounts actually recovered by the Indemnified Parties shall be calculated, in each case, net of any reasonable out-of-pocket costs and any Taxes incurred in connection with such recovery). In any case where a Purchaser Indemnitee actually recovers under the Representation and Warranty Insurance Policy any amount in respect of a matter for which such Indemnified Party was previously indemnified hereunder, such Indemnified Party shall promptly pay over to the Responsible Party a refund equal to the amount so recovered (after deducting therefrom the amount of the reasonable out-of-pocket costs and expenses and any Taxes incurred in connection with such recovery), if and solely to the extent that such amount of recovery would have reduced the amount to which the Indemnified Party would have been entitled pursuant to the first sentence of this Section 7.4(e), but not in excess of the aggregate amount previously paid to the Indemnified Parties hereunder in respect of such matter; provided that for the avoidance of doubt, Purchaser shall not be required to repay to Seller any amounts recovered under the Representation and Warranty Insurance Policy to the extent such repayment would, after taking into account the deductible and other limitations under the Representation and Warranty Insurance Policy, have the effect of reducing the amount of indemnifiable Losses actually recovered by Purchaser with respect to such claim below the amount of indemnified Losses to which Purchaser would otherwise be entitled to recover from Seller pursuant to this Article VII, but for this Section 7.4(e). Purchaser covenants and agrees that the Representation and Warranty Insurance Policy will expressly exclude any right of subrogation against the Seller Group (other than with respect to Fraud). (f) The Indemnified Parties shall be entitled to recover for a Loss only once under Article VII even if a claim or claims for indemnification in respect of such Loss has been made as a result of a breach of more than one representation, warranty, covenant or agreement contained in this Agreement. (g) The Indemnified Parties shall not be entitled to recover any Loss to the extent such Loss was included in or otherwise expressly taken into account in the determination of the Aggregate Purchase Price. (h) The rights to indemnification of the Indemnified Parties under this Article VII shall not be affected or deemed waived by reason of any investigation made by or on behalf of any party hereto (including by any of such party’s advisors or representatives) or by reason of the fact that such party or any of such advisors or representatives knew or should have known that any representation or warranty is, was or might be inaccurate. (i) For purposes of determining the breach or inaccuracy of any representation or warranty of the Company set forth in Article III or the Seller set forth in Article IV and in calculating the amount of any Losses attributable thereto, any “materiality,” “Material Adverse Effect,” or similar qualifications in such representations and warranties shall be disregarded, except that the foregoing shall not apply to (i) the use of the term “Material Contract” in any representation or warranty or (ii) any representation or warranty set forth in Section 3.4(a) or Section 3.6(a). (j) The Purchaser Indemnitees shall only be entitled to recover under this Article VII for any breach of any representations and warranties regarding Losses for Taxes with respect to taxable periods, or portions thereof, that end on or before the Closing Date, except to the extent such Losses arise from or are attributable to a breach of the representations or warranties contained in Sections 3.15(e), 3.15(k) or 3.15(l).

  • 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: (a) To the extent that payment is actually made to Indemnitee under any insurance policy, or is made to Indemnitee by the Corporation or an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Corporation pursuant to this Agreement by assigning to the Corporation any claims under such insurance to the extent Indemnitee is paid by the Corporation; (b) Provided there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Corporation’s consent, which consent, however, shall not be unreasonably withheld; (c) For an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation within the meaning of section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any state statutory or common law; (d) To the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; or (e) In connection with a Proceeding commenced by Indemnitee (other than a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under this Agreement) unless the commencement of such Proceeding was authorized by the Board of Directors.

  • Certain Limits on Indemnification Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to: (a) indemnification hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Company; (b) indemnification hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis that personal benefit was improperly received in any Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in the Indemnitee’s Corporate Status; or (c) indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i) the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 12 of this Agreement, or (ii) the Company’s charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.

  • Limitations on Indemnity No indemnity shall be paid by the Company: (a) on account of any claim against Employee solely for an accounting of profits made from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

  • Limitation on Indemnification Notwithstanding any other provision herein to the contrary, the Company shall not be obligated pursuant to this Agreement:

  • Limits on Indemnification Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

  • Limitations of Liability and Indemnification 5.1 No Personal Liability of Shareholders, Trustees, etc......................................11 5.2

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