Limitations on Indemnification for Certain Losses Sample Clauses

Limitations on Indemnification for Certain Losses. (a) The Major Shareholders shall not have any liability under Section 12.3(a)(i), Section 12.3(a)(iii) or Section 12.3(a)(vii) hereof with respect to the aggregate amount of Losses incurred by the Parent Indemnified Parties (i) for any individual item, or group of items arising out of the same event or related events, where the Loss relating thereto is less than $25,000 (the “Sub-Basket”) and (ii) in respect of each individual item, or group of items arising out of the same event or related events, where the Loss relating thereto is equal to or greater than the Sub-Basket, unless the aggregate amount of all Losses otherwise indemnifiable under Section 12.3(a)(i), Section 12.3(a)(iii) or Section 12.3(a)(vii) but for this clause (ii) exceeds $1,000,000 (the “Basket”) and then only to the extent of such excess; provided that the Basket and Sub-Basket limitation shall not apply to Losses related to the failure to be true and correct of any of the representations and warranties set forth in Sections 3.1 (Authorization), 3.3 (Ownership), 3.5 (Financial Advisors), 4.1 (Organization), 4.2 (Authorization), 4.4 (Capitalization), 4.5 (Subsidiaries, but only insofar as such section relates to direct or indirect ownership of all interests in the Subsidiaries by Company), 4.10 (Taxes), 4.23 (Issuances and Repurchases of Securities), and 4.25 (Financial Advisors) hereof.
Sample 1
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Related to Limitations on Indemnification for Certain Losses

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

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

  • 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.

  • 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:

  • 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.

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

  • Limitation on Indemnification Any indemnification provided under this Section 14 shall be recoverable only out of the assets of the Company and not from the Members.

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

  • Limits on Indemnification Notwithstanding anything to the contrary contained in this Agreement:

  • Additional Indemnification; Limitation of Liability A. Subject to Section 2(A), USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBFS’s sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic Services as promptly as is reasonably possible.

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