Limitations on Indemnification of the Purchaser Indemnified Parties Sample Clauses

Limitations on Indemnification of the Purchaser Indemnified Parties. In no event shall the Seller’s aggregate liability pursuant to Section 10.2.1 exceed the value of the Closing Equity Consideration (determined at Closing) received by the Seller.
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Limitations on Indemnification of the Purchaser Indemnified Parties. (a) The Purchaser Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.2.1(a) until the total amount of all claims as to which the Purchaser Indemnified Parties may be entitled to indemnification under Section 9.2.1(a), in the aggregate, exceeds $1,500,000 (the “Deductible”), in which case the Purchaser Indemnified Parties will be entitled to recover any Damages pursuant to Section 9.2.1(a) in excess of the Deductible, subject to the other limitations in this Article IX; provided, however, that recovery of any amounts pursuant to Section 9.2.1(a) related to the breach of the Fundamental Representations or Section 3.6 (Tax Matters) or to fraud shall not be subject to the limitations of this Section 9.2.3(a).
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Limitations on Indemnification of the Purchaser Indemnified Parties. (a) The Purchaser Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.2.1(a) (other than with regard to a Fundamental Representation or a Tax Representation) until the total amount of such Damages incurred by the Purchaser Indemnified Parties under Section 9.2.1(a), in the aggregate, exceeds $1,320,000 (the “Deductible”), in which case the Purchaser Indemnified Parties’ sole recourse and remedy to recover any Damages pursuant to Section 9.2.1(a) in excess of the Deductible will be: first, amounts remaining of the Escrowed Indemnification Amount, then second, the R&W Policy. Other than the Escrowed Indemnification Amount or amounts owed pursuant to Section 7.1.2, or in the case of: (i) Fraud by such Seller, or (ii) a failure of a Fundamental Representation or a Tax Representation, Purchaser Indemnified Parties shall have no right to recover any amounts from any Seller pursuant to Section 9.2.1(a). The Deductible will not apply to: (x) Fraud by a Seller, or (y) a failure of a Fundamental Representation or a Tax Representation; provided that with respect to a failure of a Fundamental Representation or a Tax Representation, the Purchaser Indemnified Parties’ recourse and remedy to recover Damages related thereto will be: first, amounts remaining of the Escrowed Indemnification Amount, then second, the Sellers until the retention under the R&W Policy has been satisfied, then third, the R&W Policy until it has been exhausted, and then fourth, the Sellers; provided, however to the extent that such failure solely relates to the obligation of Sellers to pay income Taxes related to a Pre-Closing Tax Period pursuant to Article VII hereof and such failure is not subject to the R&W Policy, the Purchaser Indemnified Parties’ may seek recourse against the Sellers prior to exhausting the R&W Policy, subject to the limitations provided in this Article IX.
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Limitations on Indemnification of the Purchaser Indemnified Parties. (a) The parties acknowledge and agree that the Transaction Consideration was reduced by $500,000 (“Environmental Price Reduction”) to compensate the Purchaser for certain known Environmental Conditions that have been identified in the Environmental Reports obtained by Buyer and listed on Schedule 9.2.3 (“Known Environmental Conditions”). Notwithstanding anything to the contrary stated herein, Shareholders shall not be liable for any Known Environmental Condition and shall only be liable for Damages for a breach of any representation or warranty of the Shareholders set forth in Section 3.18 (Environmental Matters) or for any other Environmental Condition to the extent that the Environmental Condition upon which the claim for Damages has been made: (i) has not been disclosed in the Environmental Reports or does not relate to pollutants or issues identified in the Environmental Reports, (ii) was created prior to the Closing, (iii) requires remediation from State or Federal regulatory authorities, and (iv) consists of pollutants that are not naturally occurring in and around the Company Real Property or are naturally occurring in and around the Company Real Property but exceed common background levels beyond what is typical in that location (“Permissible Environmental Claims”). If the Company or Purchaser makes a Permissible Environmental Claim, the Company shall also provide the Shareholders’ Representative with its documented out-of-pocket expenses to remediate the Known Environmental Conditions up to the amount of the Environmental Price Reduction. If the Company has not used the full amount of the Environmental Price Reduction for Known Environmental Conditions, any Permissible Environmental Claim that is determined to be final and binding on the Shareholders shall be reduced by the amount that has not been spent on Known Environmental Conditions, provided that Buyer may at a later date not to exceed six years from Closing (and notwithstanding the expiration of any representation or warranty after the date Purchaser notifies the Shareholders’ Representative of such Permissible Environmental Claim) provide additional documentation that additional amounts have been spent on Known Environmental Conditions, at which point such final and binding Permissible Environmental Claim shall be payable by the Shareholders up to the amount previously not spent on Known Environmental Conditions. The term “
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Limitations on Indemnification of the Purchaser Indemnified Parties. (a) The Purchaser Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.2.1(a) until the total amount of such Damages incurred by the Purchaser Indemnified Parties under Section 9.2.1(a), in the aggregate, exceeds $50,000 (the “Deductible”), in which case the Purchaser Indemnified Parties will be entitled to recover only Damages in excess of the Deductible; provided, however, the Deductible shall not apply to a breach of the Fundamental Reps or in the case of Fraud.
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Limitations on Indemnification of the Purchaser Indemnified Parties. (a) The Purchaser Indemnified Parties shall have no right to recover any amounts pursuant to Section 10.2(a) (i) for any single claim or aggregated claims arising out of substantially the same events or circumstances unless the amount of such claim or aggregated claims arising out of substantially the same events or circumstances exceeds Ten Thousand dollars ($10,000) (the “De Minimis”), and (ii) until the total amount of such Damages incurred by the Purchaser Indemnified Parties under Section 10.2(a) and Section 10.2(e), in the aggregate, exceeds Three Million Six Hundred Seventy Five Thousand dollars ($3,675,000) (the “Deductible”), at which point the Purchaser Indemnified Parties will be entitled to recover all Damages in excess of such Deductible incurred or suffered by them; provided, however, that the De Minimis and the Deductible shall not apply to (i) claims pursuant to Section 10.2(a) based on the breach of a Fundamental Rep, (ii) claims pursuant to Section 10.2(b), Section 10.2(c), Section 10.2(d) and Section 10.2(e) and (iii) claims based on fraud.
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Limitations on Indemnification of the Purchaser Indemnified Parties. (a) The Purchaser Indemnified Parties shall have no right to recover any amounts pursuant to Section 9.2.1(a) until the total amount of such Damages incurred by the Purchaser Indemnified Parties under Section 9.2.1(a), in the aggregate, exceeds $1,570,000 (as may be adjusted pursuant to Section 9.2.3(d), the “Deductible”), in which case the Purchaser Indemnified Parties will be entitled to recover any Damages pursuant to Section 9.2.1(a) in excess of the Deductible, subject to the other limitations in this Article IX; provided, however, that recovery of any amounts pursuant to Section 9.2.1(a) related to a failure of the Fundamental Representations shall not be subject to the limitations of this Section 9.2.3(a).
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Limitations on Indemnification of the Purchaser Indemnified Parties. Notwithstanding anything in this Agreement to the contrary, the obligation of the Seller Indemnifying Parties to indemnify the Purchaser Indemnified Parties for Losses is subject to the following limitations, which shall not apply to (x) indemnification obligations pursuant to SECTION 11.2(b) through (i) or (y) with respect to Losses incurred by the Purchaser Indemnified Parties by reason of (i) fraud or intentional misrepresentation by Sellers, the Holder or the Shareholder Trust or (ii) a breach of or inaccuracy with the Fundamental Representations:
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Related to Limitations on Indemnification of the Purchaser Indemnified Parties

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, 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, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

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

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • 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.

  • Limitation of Liability of the Adviser; Indemnification The Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator) shall not be liable to the Corporation for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Corporation shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation. Notwithstanding the preceding sentence of this Paragraph 9 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Corporation or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the Securities and Exchange Commission or its staff thereunder).

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • 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.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

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