Limitations on Indemnification of Buyer Sample Clauses

Limitations on Indemnification of Buyer. Notwithstanding any other provision of this Agreement, the indemnification of Buyer Indemnitees provided for in this Agreement shall be subject to the limitations and conditions set forth in this Section 9.2.
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Limitations on Indemnification of Buyer. The indemnification of Buyer provided for under (i) and (ii) in Section 6.01 shall be limited in certain respects, as follows:
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Limitations on Indemnification of Buyer. The indemnification of the Buyer Indemnitees provided for in this Agreement shall be subject to the following limitations: (a) (i) any claim by a Buyer Indemnitee for indemnification pursuant to Section 8.1(a) shall be required to be made by delivering notice to Seller on or before the nine (9) month anniversary of the Closing Date; (ii) any claim by a Buyer Indemnitee for indemnification pursuant to Section 8.1(b) may be made at any time on or prior to the four (4) year anniversary of the Closing Date; (iii) any covenants or obligations described in Section 8.1(d) shall survive in accordance with their terms; (iv) any claim by a Buyer Indemnitee for indemnification pursuant to Sections 8.1(e), 8.1.(f), 8.1(g), 8.1(h), and/or 8.1(i) may be made at any time following the Closing Date; (v) any claim by a Buyer Indemnitee for indemnification pursuant to Section 8.1(c) shall survive until ninety (90) days following the expiration of the applicable statute of limitations; and (vi) claims related to fraud may be made at any time following the Closing Date. (b) Notwithstanding anything to the contrary, the Buyer Indemnitees shall not be entitled to recover from Seller under this Article 8 with respect to claims pursuant to Section 8.1(a) unless and until the aggregate amount of all Losses suffered or incurred by all Buyer Indemnitees under Section 8.1(a) exceeds $500,000 (the "Basket"). Once the aggregate amount of Losses suffered or incurred by the Buyer Indemnitees pursuant to Section 8.1(a) exceeds the Basket, the Buyer Indemnitees shall be entitled to indemnification only for the amount of all claims for Losses in excess of the Basket made by the Buyer Indemnitees pursuant to Section 8.1(a) (and subject to the other limitations contained herein). For purposes of clarity, in no event shall the Basket apply with respect to any Losses relating to a claim for indemnification pursuant to Sections 8.1(b), 8.1(c), 8.1(d), 8.1(e), 8.1(f), 8.1(g), 8.1(h), and/or 8.1(i) or in the case of fraud. (c) The maximum liability of Seller under Section 8.1(a) (other than with respect to fraud) shall in no event exceed an aggregate amount equal to $1,000,000 (the "General Cap"). For purposes of clarity, in no event shall the General Cap apply with respect to any Losses relating to a claim for indemnification pursuant to Sections 8.1(b), 8.1(c), 8.1(d), 8.1(e), 8.1(f), 8.1(g), 8.1(h), and/or 8.1(i) or in the case of fraud. (d) The limitations set forth in this Section 8.2 shall i...
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Limitations on Indemnification of Buyer. (a) The indemnification of the Buyer Indemnitees provided for in this Agreement shall be subject to the following limitations: (i) any claim by a Buyer Indemnitee for indemnification pursuant to Section 9.1(a) of this Agreement shall be required to be made by delivering notice of such claim to Sellers’ Representative on or before the twenty-four (24) month anniversary of the date hereof; and (ii) any claim by a Buyer Indemnitee for indemnification pursuant to Section 9.1(b) of this Agreement shall be required to be made by delivering notice of such claim to Sellers’ Representative at any time prior to the ten (10) year anniversary of the Closing Date; provided, however, that in each case Fraud Claims may be made at any time.
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Limitations on Indemnification of Buyer. Notwithstanding the --------------------------------------- foregoing, the right of Buyer Indemnified Parties to indemnification under Section 9.01 shall be subject to the following provisions:
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Limitations on Indemnification of Buyer. 34 9.3 Indemnification of Sellers. 35
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Limitations on Indemnification of Buyer. In addition to the other limitations set forth herein, including the limitations set forth in Sections 7.1 and 7.4, Buyer's right to indemnification pursuant to this Article VII is subject to the following limitations:
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Related to Limitations on Indemnification of Buyer

  • 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:

  • 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.

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

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

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

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