Limitations on Indemnification by the Purchaser Sample Clauses

Limitations on Indemnification by the Purchaser. The ----------------------------------------------- indemnification provided for in Section 8.2(c) above is subject to the following limitations:
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Limitations on Indemnification by the Purchaser. The indemnification provided for in Section 11.4 shall be subject to the following limitations:
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Limitations on Indemnification by the Purchaser. (a) The right of Seller Indemnified Parties to indemnification under Section 8.3 shall be subject to the following provisions:
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Limitations on Indemnification by the Purchaser. The Purchaser's obligation to indemnify the Seller hereunder shall expire and terminate as set forth in Section 11.1(a). The Purchaser shall be obligated to indemnify the Seller for Losses only to the extent that the Seller's Losses exceed $100,000 in the aggregate, in which event the Seller shall be entitled to indemnification in the amount of all of its Losses, including such $100,000 basket, up to the amount of the Purchase Price. In no event shall the Purchaser be liable to the Seller under or in respect of this Agreement, including but not limited to Section 12.3 hereof, in an amount or amounts in the aggregate in excess of the Purchase Price. Anything in this Agreement or otherwise to the contrary notwithstanding, neither party shall be entitled to greater than one satisfaction of or on account of any Losses or other claim(s). To the extent that an event or occurrence gives rise to, or is taken into consideration in, an adjustment to the Purchase Price and a claim or right of indemnification, a party shall be entitled to only one recovery in respect thereof.
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Limitations on Indemnification by the Purchaser. (1) Notwithstanding Section 9.3(1) or any other provision in this Agreement, the obligations of the Purchaser to indemnify the Seller and UPC pursuant to Section 9.3(1) will be subject to and limited by each of the following qualifications:
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Limitations on Indemnification by the Purchaser. The Purchaser's, EPCIs and Melling Tool's obligation to indemnify the Seller hereunder shall expire and terminate as to claims for which written notice has not been provided to the Seller on or before the date which is eighteen (18) months after the Closing Date; provided, however, that with respect to claims contemplated by Section 12.3(iv) or f or a breach of a representation or warranty contained in paragraph 5.6, the Purchaser's, EPCIs and Melling Tool's obligation to indemnify hereunder shall expire and terminate as to claims for which written notice has not been given to the Purchaser on or before the date which is thirty-six (36) months after the Closing Date. The Purchaser shall be obligated to indemnify Seller only if Seller's Losses (as considered without regard to any modifier qualifying a representation based on materiality or on a "Material Adverse Effect") exceed $50,000 in the aggregate, in which event the Purchaser shall be entitled to indemnification in the amount of all such Losses (back to the first dollar of Loss). Notwithstanding the foregoing, in no event shall Purchaser be liable to the Seller under or in respect of this Agreement, including but not limited to Section 12.3 hereof, in an amount or amounts in the aggregate in excess of the cash consideration paid to Purchaser for the Shares under Section 2.
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Limitations on Indemnification by the Purchaser. Notwithstanding the foregoing or any other provision in this Agreement, the obligation of the Purchaser to indemnify the Vendors pursuant to Section 4.3(2) above shall be subject to and limited by each of the following qualifications:
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Related to Limitations on Indemnification by the Purchaser

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

  • 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.

  • Indemnification by the Buyer The Buyer agrees to indemnify, defend and hold harmless Seller against and in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by the Buyer of any of the representations, warranties, covenants or agreements of the Buyer contained in this Agreement.

  • Indemnification by Owner The Owner shall indemnify and hold harmless the Servicer and its affiliates and their respective officers, directors, shareholders, employees, agents, successors and any permitted assigns from, and shall reimburse them for, all Damages incurred by or asserted against any of such individuals or entities on or after the Effective Date which arise out of, are in connection with or result from:

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • Indemnification by the Purchaser Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

  • 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:

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