Limitations on Indemnities. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties hereto contained in this Agreement, other than those contained in Sections 3.15, and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing, other than those contained in Article 8, shall survive the Closing and shall remain in full force and effect for a period of one year from the Closing Date. Each covenant and agreement of the Parties in this Agreement which by its terms requires performance after the Closing Date, other than those contained in Article 8, shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performed. The representations and warranties contained in Section 3.15, and the covenants and agreements contained in Article 8 shall survive until the expiration of sixty (60) days after the end of the applicable statute of limitations period.
(b) To the extent the Partnership Indemnitees are entitled to indemnification for Losses pursuant to Section 9.1, (i) Fund C and the Sponsor shall not be liable for any Losses until the aggregate amount of all Losses exceeds $150,000 in which event Fund C and the Sponsor shall only be required to pay or be liable for Losses in excess of such amount, and (ii) Fund C’s and the Sponsor’s aggregate liability to the Partnership Indemnitees shall not exceed $1,500,000; provided, however, that such limitations shall not apply to (x) breaches of the representations and warranties contained in Sections 3.1, 3.2, 3.13, 3.15, 3.17(a), (y) breaches of the covenants and agreements contained in Sections 7.2, 13.4 and 13.5 and Article 8 or (z) the indemnification obligations set forth in Sections 9.1(c), 9.1(e) and 9.1(f); provided further that the limitation in clause (i) above shall not apply to Losses pursuant to Section 9.1(e).
(c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, REMOTE OR SPECULATIVE DAMAGES, EXCEPT, IN EACH CASE, TO THE EXTENT SUCH DAMAGES ARE PAID TO AN UNAFFILIATED THIRD PARTY. ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE 9, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF...
Limitations on Indemnities. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties hereto contained in this Agreement and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing shall survive the Closing and shall remain in full force and effect for a period of two years from the Closing Date, except for the representations and warranties contained in Sections 5.2, 5.3, 6.1, 6.2, 7.2, 7.3, 8.2 and 8.3, which shall survive until the expiration of the applicable statute of limitations. Each covenant and agreement of the Parties in this Agreement which by its terms requires performance after the Closing Date shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performed.
(b) To the extent the Operations Indemnitees are entitled to indemnification for Losses pursuant to Section 4.1, MPLI’s and Logistics’ aggregate liability to the Operation Indemnitees shall not exceed $120,000,000; provided, however, that such limitation shall not apply to breaches of the representations and warranties contained in Sections 5.1, 5.2, 5.3, 5.9, 7.1, 7.2 and 7.3.
(c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, REMOTE OR SPECULATIVE DAMAGES, EXCEPT, IN EACH CASE, TO THE EXTENT SUCH DAMAGES ARE PAID TO AN UNAFFILIATED THIRD PARTY. ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE 4, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED (EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).
Limitations on Indemnities. Subject to Clause 8.1.4, no Seller shall be liable under Clause 8.1.2 in respect of:
(i) any Time-Limited Excluded Liability unless a notice of a claim in respect of the matter giving rise to such Liability is given by the Purchaser to that Seller within ten years of Closing, provided that this Clause 8.1.3(i) shall not apply in respect of any claim by the Purchaser which relates to:
(a) a Product Liability;
(b) a Governmental Liability;
(c) a Clinical Trials/Data Liability; or
(d) an Excluded Asset;
(ii) any claim if and to the extent that the relevant Liability is included in the Closing Statement; or
(iii) any individual claim (or a series of claims arising from similar or identical facts or circumstances) where the Liability (disregarding the provisions of this Clause 8.1.3(iii)) in respect of any such claim or series of claims does not exceed US$10 million, provided that, for the avoidance of doubt, where the Liability in respect of any such claim or series of claims exceeds US$10 million, the Liability of such Seller shall be for the whole amount of such claim(s) and not just the excess.
Limitations on Indemnities. No indemnities contained herein shall extend to those matters for which indemnification is prohibited pursuant to Section 56-7-1 XXXX 0000, as amended.
Limitations on Indemnities. (a) The indemnities in Section 14.1(a) and Section 14.1(b) shall terminate as of the end of the Survival Period of each respective representation, warranty, covenant or agreement that is subject to indemnification thereunder, except in each case as to matters for which a Claim Notice has been delivered to the Indemnifying Party on or before end of the applicable Survival Period.
(b) Notwithstanding anything to the contrary, in no event shall the Seller have any liability for indemnification for breaches of representations and warranties under Section 14.1(a)(i) until and unless the aggregate amount of the liability for Losses related to Claims for which Claim Notices are delivered by any Buyer Indemnified Parties exceed one percent (1%) of the unadjusted Purchase Price (the "Aggregate Claim Deductible") and then only to the extent such Losses exceed the Aggregate Claim Deductible. The maximum liability of the Seller for indemnification pursuant to Section 14.1(a)(i) with respect to Losses suffered by the Buyer Indemnified Parties shall not exceed twenty-five percent (25%) of the unadjusted Purchase Price (the "Indemnification Cap").
(c) In no event shall any Indemnified Party be entitled to duplicate compensation with respect to the same Loss, liability, damage, cost, expense, claim, under more than one provision of this Agreement and the various documents delivered in connection with Closing, or for which an Indemnified Party received the benefits of an adjustment to the Purchase Price pursuant to any other provision of this Agreement.
Limitations on Indemnities. (a) Each Party hereby acknowledges and agrees that its only recourse in respect of this Agreement shall be pursuant to and subject to the provisions set forth in this Agreement.
(b) The only recourse of the Purchaser and IMRM in respect of the representations, warranties, covenants or agreements contained herein or in the Purchase Documents or otherwise in respect of this Agreement against any and all of the Vendor, Vendorco the Unitholders and the Trustees (collectively, the "VENDOR GROUP") and the only liabilities or obligations of any and all of the Vendor Group shall be as set forth in this Article 8.
(c) The only recourse of the Company, Vendorco and the Vendor in respect of the representations, warranties, covenants or agreements contained herein or in the Purchase Documents or otherwise in respect of this Agreement against the Purchaser and IMRM (collectively, the "PURCHASER GROUP") and the only liabilities or obligations of any and all of the Purchaser Group shall be as set forth in this Article 8.
(d) In the event that the Transactions are completed, the sole recourse of the Purchaser Group (and any member thereof) and the Company and any and all claims made by the Purchaser Group (or any member thereof) or the Company against the Vendor Group (or any member thereof) in respect of any matter whatsoever arising in respect of or in connection with this Agreement or the Transactions, including pursuant to the indemnities provided in Sections 8.1 and 8.2, shall be as permitted and limited pursuant to their entitlement under the insurance referred to in Section 8.4, and regardless of the extent of such insurance and any deficiency therein, none of the Purchaser Group (or any member thereof) and the Company shall make any further or other claim against any of the Vendor Group (or any member thereof) in respect of or as a result of any matter arising out of or in connection with this Agreement or the Transactions, including by way of subrogation, tort, contract or otherwise, and none of the Vendor Group (or any member thereof) shall be responsible for or have any other obligation or liability in connection with any such matter.
(e) In the event that the Transactions are completed, the Vendor Group (and any member thereof) shall have no recourse whatsoever and shall not be entitled to make any claims against any of the Purchaser Group (or any member thereof) or the Company in respect of any matter whatsoever arising in respect of or in connection with thi...
Limitations on Indemnities. 47 10.3 Notice of Indemnity Claim...................................................49 10.4 Survival of Representations and Warranties..................................51 10.5 No Exhaustion of Remedies or Subrogation; Right of Set Off..................51 11. OTHER POST-CLOSING COVENANTS OF THE SHAREHOLDERS AND WCI...........................51 11.1
Limitations on Indemnities. Except for any willful or knowing breach, misrepresentation or failure, as to which Claims may be brought hereunder without limitation as to time or amount, the obligations of indemnity provided above in Sections 10.1 and 10.2 are subject to the following terms, conditions and limitations:
(a) The aggregate indemnity obligation of BFI pursuant to Section 10.1 shall not exceed the aggregate purchase price for all of the Assets and Shares as set forth in Article 3 (including the aggregate amount of all adjustments thereto, contingent purchase price payments and Assumed Liabilities).
(b) Other than with respect to Claims under Sections 10.1(b), 10.1.(c) or (d), BFI shall have no obligation for Claims under Section 10.1(a) until the aggregate Claim amount shall exceed: (i) $185,000 with respect to any Claim or Claims relating principally to the Green Bay Business; (ii) $138,000 with respect to any Claim or Claims relating principally to the Columbus Business; or (iii) $250,000 with respect to any Claim or Claims relating principally to the DuBois Business (each, a "Threshold Amount") and, xx xxxh event, where the Threshold Amount is exceeded, Buyers shall be entitled to the full amount of all such indemnity Claims with respect to such Business, including those theretofore barred by the applicable Threshold Amount. The Threshold Amounts shall be applied independently to Claims respecting each Business sold hereunder, provided that, if a Claim relating principally to one Business also includes Claims relating to another Business, then such Claims may be aggregated and applied to the Threshold Amount for the Business as to which the Claim principally relates.
(c) The obligations of indemnity described in Sections 10.1(a) and 10.2(a) shall survive the Closing Date for the sale of the particular Business to which the Claim relates for the following time periods: (i) Claims alleging a breach of any of Sections 5.1 and 6.1 (existence and qualification), 5.2 and 6.2 (authority), 5.3 and 6.3 (no conflicts), 5.4 (capitalization; ownership of shares), 5.16 (real property), 5.17 (environmental matters) or 5.22 and 6.4 (brokers), shall survive the applicable Closing Date for seven (7) years thereafter; (ii) Claims alleging a breach of any of Sections 5.5 (no litigation), 5.13 (permits), 5.14 (compliance with laws and orders), 5.15 (employment and labor matters), 5.18 (taxes) or 5.25 (employee benefit plans), shall survive for the applicable statute of limitations; and (iii...
Limitations on Indemnities. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties hereto contained in this Agreement, other than those contained in Section 3.11, and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing, other than those contained in Article 8, shall survive the Closing and shall remain in full force and effect for a period of one year from the Closing
Limitations on Indemnities. The Parties acknowledge that:
(a) the indemnities contained in subsections 7.3.1 and 7.3.2 do not extend to indemnifying the costs of Manitoba or Hydro in defending any claims; and
(b) the obligations of War Lake in connection with the indemnities referred to in section 7.3 are conditional upon Manitoba or Hydro, as the case may be:
(i) forthwith, upon becoming aware of such claim, giving notice to War Lake,
(ii) consenting to any application by War Lake to be named as a party to the claim, and
(iii) first having received from War Lake its consent to the terms of any settlement.
