Common use of Limitations on Indemnities Clause in Contracts

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 this Agreement or the Transactions, including pursuant to the indemnities provided in Section 8.3 and including by way of tort, contract or otherwise, and none of the Purchaser Group (or any member thereof) or the Company shall be responsible for or have any other obligation or liability in connection with any such matter. (f) In the event that the Transactions are not completed, the sole recourse of the Purchaser Group (and any member thereof) against the Vendor Group (and any member thereof) or the Company in respect of any matter howsoever arising in respect of this Agreement shall be to receive payment of the amount to which they are entitled as provided in Section 7.15 or Section 12.4. (g) In the event that the Transactions are not completed, the sole recourse of the Company and the Vendor Group (and any member thereof) against the Purchaser Group (and any member thereof) in respect of any matter howsoever arising in respect of this Agreement shall be to receive payment of the amount to which they are entitled as provided in Section 12.3. (h) In the event that the Transactions are completed, nothing in this Section 8.5 is intended to or shall operate so as to limit or preclude the obligations of the parties hereto to complete the payments and adjustments as provided for in Article 3 of this Agreement and the Escrow Agreement. (i) No director, officer or shareholder of Vendorco in his capacity as a director, officer or shareholder of Vendorco, shall have any personal liability whatsoever to the Vendor, the Purchaser Group (or any member thereof), the Company or any Subsidiary under this Agreement or any Purchase Document or the application for the Policy referred to in Section 8.4 of this Agreement.

Limitations on Indemnities. (a) Each Party hereby acknowledges and agrees that its only recourse in respect of this Agreement After the Closing Date, neither Buyer nor Seller shall be pursuant entitled to and subject seek indemnification from the other Party with respect to the provisions set forth inaccuracy or breach of any representation or warranty made by such Party hereunder, or a breach or default in the performance by such Party of any covenant or agreement of that Party contained in this Agreement, unless the Party seeking indemnification gives written notice of the alleged breach, inaccuracy, or default to the Party from whom indemnification is sought no later than nine (9) months after the Closing Date. (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 Notwithstanding any other provision of this Agreement against any Agreement, in no event shall Seller be entitled to receive indemnification under Section 11.3(a) or Section 11.3(b), nor shall Buyer be entitled to receive indemnification under Section 11.4 unless: (a) the Liability associated with an individual Claim for which a Party seeks indemnification exceeds $50,000.00, and (b) the aggregate Liabilities associated with all Claims for which such Party seeks indemnification exceed $600,000.00, and then only to the extent 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 8such excess over $600,000.00. (c) The only recourse In no event shall the aggregate amount actually paid by Seller to Buyer with respect to Claims for indemnification under Section 11.4 exceed $600,000.00. In this regard, at the Closing, Buyer shall deposit in escrow with Escrow Agent the sum of $600,000.00 out of the CompanyAdjusted Cash Portion payable by Buyer to Seller at the Closing (the "Indemnity Holdback"). Escrow Agent shall hold the Indemnity Holdback in escrow for a period of nine (9) months after the Closing Date (or such longer period of time as may be required to permit the completion of all arbitration proceedings under Section 12.10 (if any) relating to Claims for indemnification by Buyer) subject to and in accordance with the terms of an escrow agreement in form and substance mutually acceptable to Escrow Agent, Vendorco Seller, and Buyer (the Vendor "Escrow Agreement"). All Liabilities associated with Claims by Buyer for indemnification under Section 11.4 asserted in respect a timely manner as provided in, and that otherwise satisfy the criteria set forth in, this Section 11.5 shall be satisfied out of the representationsIndemnity Holdback, warranties, covenants and Seller shall have no personal responsibility or agreements contained herein Liability for the payment or in satisfaction of the Purchase Documents or otherwise in respect Liabilities associated with any such Claims. Upon the expiration of this Agreement against the Purchaser and IMRM (collectivelyterm of the Escrow Agreement, the "PURCHASER GROUP") and Indemnity Holdback, to 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 extent not disbursed to Buyer pursuant to the indemnities provided in Sections 8.1 and 8.2this Section 11.5(d), shall be as permitted and limited pursuant disbursed to their entitlement under Seller, together with all interest accrued thereon in accordance with the insurance referred to in Section 8.4, and regardless terms of the extent of such insurance and any deficiency therein, none of Escrow Agreement during the Purchaser Group (or any member term 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 this Agreement or the Transactions, including pursuant to the indemnities provided in Section 8.3 and including by way of tort, contract or otherwise, and none of the Purchaser Group (or any member thereof) or the Company shall be responsible for or have any other obligation or liability in connection with any such matter. (f) In the event that the Transactions are not completed, the sole recourse of the Purchaser Group (and any member thereof) against the Vendor Group (and any member thereof) or the Company in respect of any matter howsoever arising in respect of this Agreement shall be to receive payment of the amount to which they are entitled as provided in Section 7.15 or Section 12.4. (g) In the event that the Transactions are not completed, the sole recourse of the Company and the Vendor Group (and any member thereof) against the Purchaser Group (and any member thereof) in respect of any matter howsoever arising in respect of this Agreement shall be to receive payment of the amount to which they are entitled as provided in Section 12.3. (h) In the event that the Transactions are completed, nothing in this Section 8.5 is intended to or shall operate so as to limit or preclude the obligations of the parties hereto to complete the payments and adjustments as provided for in Article 3 of this Agreement and the Escrow Agreement. (i) No director, officer or shareholder of Vendorco in his capacity as a director, officer or shareholder of Vendorco, shall have any personal liability whatsoever to the Vendor, the Purchaser Group (or any member thereof), the Company or any Subsidiary under this Agreement or any Purchase Document or the application for the Policy referred to in Section 8.4 of this Agreement.

Limitations on Indemnities. (a) Each Subject to Section 16.2(b) and Section 16.2(c), any claim for Losses suffered by an Indemnified Person other than with respect to a Third Party hereby acknowledges and agrees that its only recourse Legal Claim (a "Direct Claim") or any claim with respect to a Third Party Legal Claim (in each case, a "Claim") upon an Indemnitor in respect of a breach or inaccuracy of any of the Indemnitor's representations or warranties herein shall be wholly barred and unenforceable unless a written notice of claim is delivered by the Indemnified Person to the Indemnitor in respect of such Claim within 24 months of the Closing Date (the "Time Bar"). Any Claim permitted to be made upon the Indemnitor under this Agreement shall be pursuant promptly made in accordance with Section 16.1(c), in accordance with a Direct Claim, or in accordance with Section 16.1(d), with respect to a Third Party Legal Claim and subject prior to the provisions set forth expiry of the applicable Time Bar. Upon the expiry of the applicable Time Bar without the requisite notice in respect of a Claim, such Claim shall be extinguished and shall be wholly barred. Without derogating from the foregoing, failure by an Indemnified Person to deliver a prompt notice of a Claim permitted to be made upon an Indemnitor under this AgreementAgreement shall affect its rights to indemnification hereunder to the extent of actual prejudice caused by such failure. (b) The only recourse of the Purchaser and IMRM Notwithstanding Section 16.2(a), any Claims in respect of the representations, warranties, covenants a breach or agreements contained herein or in the Purchase Documents or otherwise in respect inaccuracy of this Agreement against a Fundamental Representation shall not be subject to 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 8Time Bar. (c) The only recourse of the Company, Vendorco and the Vendor Notwithstanding anything contained 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 this Agreement or the Transactions, including pursuant to the indemnities provided in Section 8.3 and including by way of tort, contract or otherwise, and none of the Purchaser Group (or any member thereof) or the Company shall be responsible for or have any other obligation or liability in connection with any such matter. (f) In the event that the Transactions are not completed, the sole recourse of the Purchaser Group (and any member thereof) against the Vendor Group (and any member thereof) or the Company in respect of any matter howsoever arising in respect of this Agreement shall be to receive payment of the amount to which they are entitled as provided in Section 7.15 or Section 12.4. (g) In the event that the Transactions are not completed, the sole recourse of the Company and the Vendor Group (and any member thereof) against the Purchaser Group (and any member thereof) in respect of any matter howsoever arising in respect of this Agreement shall be to receive payment of the amount to which they are entitled as provided in Section 12.3. (h) In the event that the Transactions are completed, nothing in this Section 8.5 is intended to or shall operate so as to limit or preclude the obligations of the parties hereto to complete the payments and adjustments as provided for in Article 3 of this Agreement and the Escrow Agreement.contrary: (i) No director, officer or shareholder of Vendorco in his capacity as a director, officer or shareholder of Vendorco, no Indemnitor shall have any personal liability whatsoever obligation to make any payment to an Indemnified Person for any Claims until the aggregate value of all Claims against such Indemnitor exceeds $[Redacted - Commercially sensitive information] (the "Deductible"), in which case the Indemnitor shall be liable only for the amount of such Claims in excess of the Deductible, provided however, that Claims arising from a breach of a Fundamental Representation shall not be subject to the VendorDeductible; (ii) in no event shall the aggregate liability of either Indemnitor for any and all Claims in respect of a breach or inaccuracy of any of the Indemnitor's representations or warranties herein exceed $[Redacted - Commercially sensitive information] (the "Cap"); provided, the Purchaser Group however that Claims arising from a breach: A. of a Fundamental Representation; B. by PolyMet Parent or JVCo of its representations and warranties contained in Section (or any member thereofe)(iii), the Company Section (e)(iv), Section (e)(vi) or any Subsidiary under this Agreement or any Purchase Document or the application for the Policy referred to in Section 8.4 (e)(viii) of this Agreement.Schedule K; and

Limitations on Indemnities. (a) Each Party hereby acknowledges and agrees that its only recourse in respect of this Agreement After the Closing Date, neither Buyer nor Seller shall be pursuant entitled to and subject seek indemnification from the other Party with respect to the provisions set forth inaccuracy or breach of any representation or warranty made by such Party hereunder, or a breach or default in the performance by such Party of any covenant or agreement of that Party contained in this Agreement, unless the Party seeking indemnification gives written notice of the alleged breach, inaccuracy, or default to the Party from whom indemnification is sought no later than nine (9) months after the Closing Date. (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 Notwithstanding any other provision of this Agreement against any Agreement, in no event shall Seller be entitled to receive indemnification under Section 11.3(a) or Section 11.3(b), nor shall Buyer be entitled to receive indemnification under Section 11.4 unless: (a) the Liability associated with an individual Claim for which a Party seeks indemnification exceeds $50,000.00, and (b) the aggregate Liabilities associated with all Claims for which such Party seeks indemnification exceed $600,000.00, and then only to the extent 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 8such excess over $600,000.00. (c) The only recourse In no event shall the aggregate amount actually paid by Seller to Buyer with respect to Claims for indemnification under Section 11.4 exceed $600,000.00. In this regard, at the Closing, Buyer shall deposit in escrow with Escrow Agent the sum of $600,000.00 out of the CompanyAdjusted Cash Portion payable by Buyer to Seller at the Closing (the “Indemnity Holdback”). Escrow Agent shall hold the Indemnity Holdback in escrow for a period of nine (9) months after the Closing Date (or such longer period of time as may be required to permit the completion of all arbitration proceedings under Section 12.10 (if any) relating to Claims for indemnification by Buyer) subject to and in accordance with the terms of an escrow agreement in form and substance mutually acceptable to Escrow Agent, Vendorco Seller, and Buyer (the Vendor “Escrow Agreement”). All Liabilities associated with Claims by Buyer for indemnification under Section 11.4 asserted in respect a timely manner as provided in, and that otherwise satisfy the criteria set forth in, this Section 11.5 shall be satisfied out of the representationsIndemnity Holdback, warranties, covenants and Seller shall have no personal responsibility or agreements contained herein Liability for the payment or in satisfaction of the Purchase Documents or otherwise in respect Liabilities associated with any such Claims. Upon the expiration of this Agreement against the Purchaser and IMRM (collectivelyterm of the Escrow Agreement, the "PURCHASER GROUP") and Indemnity Holdback, to 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 extent not disbursed to Buyer pursuant to the indemnities provided in Sections 8.1 and 8.2this Section 11.5(d), shall be as permitted and limited pursuant disbursed to their entitlement under Seller, together with all interest accrued thereon in accordance with the insurance referred to in Section 8.4, and regardless terms of the extent of such insurance and any deficiency therein, none of Escrow Agreement during the Purchaser Group (or any member term 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 this Agreement or the Transactions, including pursuant to the indemnities provided in Section 8.3 and including by way of tort, contract or otherwise, and none of the Purchaser Group (or any member thereof) or the Company shall be responsible for or have any other obligation or liability in connection with any such matter. (f) In the event that the Transactions are not completed, the sole recourse of the Purchaser Group (and any member thereof) against the Vendor Group (and any member thereof) or the Company in respect of any matter howsoever arising in respect of this Agreement shall be to receive payment of the amount to which they are entitled as provided in Section 7.15 or Section 12.4. (g) In the event that the Transactions are not completed, the sole recourse of the Company and the Vendor Group (and any member thereof) against the Purchaser Group (and any member thereof) in respect of any matter howsoever arising in respect of this Agreement shall be to receive payment of the amount to which they are entitled as provided in Section 12.3. (h) In the event that the Transactions are completed, nothing in this Section 8.5 is intended to or shall operate so as to limit or preclude the obligations of the parties hereto to complete the payments and adjustments as provided for in Article 3 of this Agreement and the Escrow Agreement. (i) No director, officer or shareholder of Vendorco in his capacity as a director, officer or shareholder of Vendorco, shall have any personal liability whatsoever to the Vendor, the Purchaser Group (or any member thereof), the Company or any Subsidiary under this Agreement or any Purchase Document or the application for the Policy referred to in Section 8.4 of this Agreement.