Limitations on Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:
Limitations on Indemnity. The Company shall not be obligated under this Agreement to make any payment of Expenses to the Indemnitee if:
Limitations on Indemnity. No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim.
Limitations on Indemnity. No indemnity shall be paid by the Company:
Limitations on Indemnity. (a) No indemnity pursuant to Sections 3 or 4 of this Agreement shall be paid by the Company for any of the following:
Limitations on Indemnity. Buyer and Seller agree, for themselves and on behalf of Buyer Indemnitees and Seller Indemnitees:
Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification under Sections 9.2(a)(i) or 9.2(a)(iii) to the extent (i) the aggregate amount of Losses incurred by a Buyer Indemnified Party with respect to any individual matter for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $25,000 (the “Minimum Amount”), and (ii) the aggregate of the individual claims for Losses of the Buyer Indemnified Parties (each of which is greater than the Minimum Amount) for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $400,000 (the “Threshold”) or exceeds an amount equal to $5,100,000 (the “Cap”); provided, that if the aggregate of all individual claims (each of which is greater than the Minimum Amount) for Losses for which indemnification is sought pursuant to Sections 9.2(a)(i) and 9.2(a)(iii) equals or exceeds the Threshold, then the Buyer Indemnified Parties, subject to the limitations in this Article IX, shall be entitled to recover for such Losses only to the extent such Losses exceed the Threshold, but in any event not to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iii) exceed an amount equal to the Cap). Notwithstanding the immediately preceding sentence, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) shall not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the Cap; provided, however, that notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase Price.
Limitations on Indemnity. No indemnity pursuant to this Agreement shall be provided by the Company:
Limitations on Indemnity. No indemnity pursuant to this Agreement shall be made by the Corporation:
Limitations on Indemnity. The Bank shall not be liable under this Agreement to make any payment to the Director to the extent that the Director has already been reimbursed pursuant to such liability insurance as the Bank may maintain for the Director’s benefit. Notwithstanding the availability of such insurance, the Director also may claim indemnification from the Bank pursuant to this Agreement by assigning to the Bank any claims under such insurance to the extent the Director is paid by the Bank. The Director shall reimburse the Bank for any sums he or she receives as indemnification from other sources to the extent of any amount paid to the Director for that purpose by the Bank. In addition to the foregoing limitation, except as otherwise expressly provided in this Agreement, in connection with all or any part of a Proceeding that is initiated or maintained by or on behalf of the Director, or any Proceeding by the Director against the Bank or any of its Agents, the Bank shall not be liable under this Agreement to make any payment to the Director in connection with any such Proceeding, unless such Proceeding is expressly required to be made under applicable law, was authorized by a majority of the Disinterested Directors or is provided by the Bank, in its sole discretion, pursuant to the powers vested in the Bank under applicable law.
