Limitations on Indemnified Losses Sample Clauses

Limitations on Indemnified Losses. If an Indemnification Notice is timely given, then the Indemnified Losses which the Indemnitee may be entitled to recover hereunder shall include any such Indemnified Losses incurred by the Indemnitee during a one-year period following the Closing Date. However, no indemnification shall be allowed for any Indemnification Event unless the total amount of Indemnified Losses payable to the Indemnitee exceed $250,000 in the aggregate. In addition, Air-Cure shall not be obligated to pay any Indemnified Losses which in the aggregate exceed $1,500,000, nor shall either Shareholder be obligated to pay any Indemnified Losses which in the aggregate exceed $750,000.
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Limitations on Indemnified Losses. If an Indemnification Notice is timely given, then the Indemnified Losses which the Indemnitee may be entitled to recover hereunder shall include any such Indemnified Losses incurred by the Indemnitee, whether during or after the Indemnification Period which relates to the Indemnification Event described in the Indemnification Notice. However, no indemnification shall be required under Section 10.1(a)(i) except to the extent that the total amount of Indemnified Losses payable with respect to all Indemnification Events under Section 10.1(a)(i) exceed $100,000 in the aggregate, reduced by the amount of all Indemnified Losses actually recovered against and paid by the Indemnitors under Section 10.1(a)(ii). Further, no indemnification shall be allowed under Section 10.1(a)(ii) except to the extent that the total amount of Indemnified Losses payable with respect to all Indemnification Events under Section 10.1(a)(ii) exceed $100,000 in the aggregate, reduced by the amount of Indemnified Losses recovered against and actually paid by the Indemnitor under Section 10.1(a)(i); provided further, that the amount of Indemnified Losses which may be recovered against any Guarantor in the aggregate shall not exceed the sum of the value of the Liquids Stock received by the Guarantor as a result of the Merger, with such value to be determined at such time as the Indemnitee is first entitled to recover any Indemnified Losses. However, in the event that the Guarantor has transferred any of such Liquids Stock in any arm's- length sale, then the value of that transferred Liquids Stock shall be deemed to be the actual sales price thereof reduced by the amount of income taxes incurred by the Guarantor attributable to the sale. For these purposes, the amount of income taxes which the Guarantor shall be deemed to have incurred as a result of any such sale shall be the difference between the income taxes which would have been incurred by the Guarantor had the sale not occurred less the actual income taxes incurred by the Guarantor. Further, no indemnification shall be allowed under Section 10.1(b) except to the extent that the total amount of Indemnified Losses payable with respect to all Indemnification Events under Section 10.1(b) exceed $100,000 in the aggregate.
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Related to Limitations on Indemnified Losses

  • 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.

  • 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.

  • 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 Liability; Indemnification (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement.

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

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

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