Limitations on Indemnifications. (a) To the extent, if at all, but only to the extent, that NMSA 1978, Section 56-7-1 (1971), as amended from time to time, is applicable to this Deed of Trust or any indemnification agreements herein, any agreement to indemnify any indemnitee given in this Deed of Trust, regardless of whether such agreement to indemnify makes reference to this or any other limitation provision, will not extend to liability, claims, damages, losses or expenses, including attorneys’ fees, arising out of (i) the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications by such indemnitee, or the agents or employees of such indemnitee, or (ii) the giving of or the failure to give directions or instructions by such indemnitee, or the agents or employees of such indemnitee, where such giving or failure to give directions or instructions is the primary cause of bodily injury to persons or damage to property.
(b) To the extent, if at all, but only to the extent, that NMSA 1978, Section 56-7-2 (1999), as amended from time to time, is applicable to this Deed of Trust or any indemnification agreements herein, or agreement to indemnify any indemnitee given in this Deed of Trust, regardless of whether such undertaking or agreement to indemnify makes reference to this or any other limitation provision, this Deed of Trust does not purport to indemnify such indemnitee against loss or liability for damages arising from: (i) the sole or concurrent negligence of such indemnitee or the agents or employees of such indemnitee; (ii) the sole or concurrent negligence of an independent contractor who is directly responsible to such indemnitee; or (iii) an accident that occurs in operations carried on at the direction or under the supervision of such indemnitee, an employee or representative of such indemnitee or in accordance with methods and means specified by such indemnitee or the employees or representatives of such indemnitee.
Limitations on Indemnifications. (i) For purposes of this Section, the term “Threshold” means a dollar amount equal to US $25,000.
(ii) With respect to any Losses related to a breach of representation and warranty of the Seller or each Company, (A) Seller will have liability for such Losses only if the aggregate amount of all Losses exceeds the Threshold, in which case Seller will indemnify Buyer, the SPAC and their related indemnitees for all such Losses in excess of the Threshold, and (B) in no event will Seller’ aggregate liability for all Losses resulting from breaches of representations and warranties of Seller or each Company exceed an amount equal to US $5,000,000. With respect to any Losses related to a breach of representation and warranty of Buyer or the SPAC, (C) Buyer and the SPAC will have liability for such Losses only if the aggregate amount of all Losses exceeds the Threshold, in which case Buyer and the SPAC will indemnify Seller and their related indemnitees for all such Losses in excess of the Threshold, (D) in no event will Buyer’s and the SPAC’s aggregate liability for all Losses exceed an amount equal to the Purchase Price, and (E) no recovery of Losses incurred by Seller or their related indemnitees may be made from the Escrow Account as set out more fully in Section 6.11.
(iii) The limitations set forth in Section 9.1(d)(ii) will not apply to any Losses (A) incurred by Buyer as a result of Seller’s failure to comply with covenants made in this Agreement or breach of Seller Excluded Representations, and (B) incurred by Seller as a result of Buyer or the SPAC’s failure to comply with covenants made in this Agreement or breach of any Buyer Excluded Representations.
(iv) Seller, its related indemnitees and their respective Affiliates, including the Companies, will have no recourse against the Escrow Account for any indemnifiable Losses suffered by them as set out more fully in Section 6.11.
Limitations on Indemnifications. Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.
Limitations on Indemnifications. The Party making a claim under this Section 6.2 is referred to as the “Indemnified Party”, and the Party against whom such claims are asserted under this Section 6.2 is referred to as the “Indemnifying Party”. The indemnification provided for in this Section 6.2 shall be subject to the following limitations, as applicable:
(i) An Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.2(b)(i) or Section 6.2(c)(i), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.2(b)(i) or Section 6.2(c)(i) (whether based on a single claim or several claims) exceeds RMB7,200,000 (or its foreign currency equivalent) (the “Deductible”), in which event the Indemnifying Party shall be required to pay or be liable for all Losses to the extent such Losses exceed the De Minimis. With respect to any indemnification claim by an Indemnified Party under Section 6.2(b)(i) or Section 6.2(c)(i), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed RMB1,680,000 (or its foreign currency equivalent) (the “De Minimis”) (which Losses shall not be counted toward the Deductible). The limitations in this Section 6.2(d)(i) shall not apply to or otherwise affect the ability to make claims or recover Losses with respect to claims based on a breach or inaccuracy of any Fundamental Representation. In calculating whether the amount of Losses suffered by an Indemnified Party under Section 6.2(b)(i) or Section 6.2(c)(i) arising from a breach of a representation or warranty exceeds the De Minimis or the Deductible, any materiality qualifications (whether by reference to “material” or “Material Adverse Effect” or otherwise) shall be disregarded in such representations and warranties.
(ii) The maximum aggregate amount of all Losses for which the Seller Indemnifying Party or the Purchaser Indemnifying Party under Section 6.2(b)(i) or Section 6.2(c)(i), as the case may be, shall not exceed RMB248,000,000 (or its foreign currency equivalent) (the “Indemnification Cap”). The foregoing limitation shall not apply to claims or Losses based on a breach or inaccuracy of any Fundamental Representation, for which the liability of either the Seller Indemnifying Party or the Purchaser Indemnifying Party shall not exceed the Final Purchase Price.
(iii) Payments by an Indemnifying Party pursuant to Section 6.2 in respect of any Loss shall be li...
Limitations on Indemnifications. Notwithstanding anything contained in the preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties,
Limitations on Indemnifications. (i) For purposes of this Section, the term “Threshold” means a dollar amount equal to US $1,200,000.
(ii) With respect to any Losses related to a breach of representation and warranty of the Sellers or the Company, (A) Sellers will have liability for such Losses only if the aggregate amount of all Losses exceeds the Threshold, in which case Sellers will indemnify Buyer, the SPAC and their related indemnitees for all such Losses in excess of the Threshold, and
Limitations on Indemnifications. All representations and warranties ------------------------------- made by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto and shall expire on the second anniversary of the Closing Date, and shall no longer be of any force or effect, and no claim may be made thereafter or with respect thereto, forever, except as to any matter as to which a claim is submitted in writing to the indemnifying party prior to such second anniversary and identified as a claim for indemnification pursuant to this Agreement, and except that claims for indemnity under clauses (iv) and (v) of Section 9(a) above shall survive for the respective periods provided for in the applicable statutes of limitations.
Limitations on Indemnifications. Each of the foregoing indemnifications applies only to the extent that the Claims suffered or incurred by the injured party within the term period set out in Section 4.3 above have not arisen as a result of its own negligence or wilful misconduct, or as a result of the breach of any of its own covenants, warranties, representations or other obligations under this Agreement.
Limitations on Indemnifications. An indemnifying party shall not have any liability under Sections 8.1 or 8.2 for any Claims unless the aggregate amount of Losses to the indemnified parties finally determine to arise thereunder exceeds $125,000 (the “Indemnified Amount”), in which event the indemnifying party shall be required to pay the full amount of such Losses in excess of the Threshold Amount; provided, however, that the maximum liability of any party hereunder shall be limited to the consideration received by such party under this Agreement.
Limitations on Indemnifications. Notwithstanding anything to the contrary contained in this Agreement, the aggregate liability of the Sellers under this Article XI shall not exceed any amount equal to (i) the Adjusted Purchase Price, minus (ii) the amount of cash and cash equivalents held by the Company on the Closing Date.
