Limitations on Indemnity and Liability Sample Clauses

Limitations on Indemnity and Liability. Neither Xxxxxxxxx nor Xxxxxxxxx Subsidiary shall be entitled to (i) make any claim for indemnity under this Article X for the Company's or the Principals' breaches of representations and warranties or (ii) make any claim against any of the Company or the Principals under this Agreement for any reason, until such time as all damages on account thereof total $250,000, at which time and thereafter Xxxxxxxxx and Xxxxxxxxx Subsidiary shall be entitled to recover amounts in excess of $150,000. The maximum amount that may be claimed against: (w) the Company and the Principals shall be $10 million in the aggregate (regardless of whether or not the Company is dissolved following the Closing); (x) Zvi Bar-On shall be $6 million; (y) Xxxxxxx Xxxxx shall be $2 million; and (z) Xxxxxxxxx Xxxxxxxxx shall be $2 million.
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Limitations on Indemnity and Liability. (a) Notwithstanding anything to the contrary contained in this Agreement, neither Party will be liable hereunder for any damages, costs, expenses, injuries, losses or other liabilities of an indirect, special or consequential nature suffered by the Claiming Party or claimed by any third party against the Claiming Party or any exemplary or punitive damages, costs or expenses suffered by the Claiming Party.
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Limitations on Indemnity and Liability. No Indemnified Party may recover Damages or seek or be entitled to indemnification from any Indemnifying Party for Damages arising under Section 12.2 until the aggregate amount of such Damages incurred by such Indemnified Party (but for the operation of this Section 12.4(a)) exceeds $250,000 (the “Deductible”) and in no event will the Indemnifying Party be liable for any amount in excess of $7,500,000 (the “Cap”); provided, however, the foregoing limitations shall not apply to Damages resulting from any fraud by Seller, breach of Seller’s representations and warranties in Section 5.21 (Tax Matters), breach of Seller’s covenants in Section 2.4 (Responsibility for Excluded Liabilities), Section 2.11 (Seller’s WARN Act Obligations), Sections 7.7(g) or 11.5 (Post-Closing Purchase Price Reduction), or Section 11.3(a) (Responsibility for Environmental Matters); provided further, however, that in the event the aggregate amount of Damages for which an Indemnified Party is seeking indemnification pursuant to this Agreement exceeds the Deductible, the Indemnified Party may recover the full amount of such Damages, including the amount of the Deductible, subject to the Cap. No claim for indemnity for a breach of a particular representation, warranty or covenant shall be made if the Indemnified Party had actual knowledge of such breach as of the First Closing Date or Second Closing Date, as applicable.
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Limitations on Indemnity and Liability. Notwithstanding anything to the contrary contained in this Agreement:
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Limitations on Indemnity and Liability. Neither Kellxxxxx xxx Kellxxxxx Xxxsidiary shall be entitled to (i) make any claim for indemnity under this Article X for the Company's or the Principal's breaches of representations and warranties or (ii) make any claim against any of the Company or the Principal under this Agreement for any reason, until such time as all damages on account thereof total two hundred thousand dollars ($200,000) at which time and thereafter Kellxxxxx xxx Kellxxxxx Xxxsidiary shall be entitled to recover all such damages. The maximum amount that may be claimed against the Company and the Principal shall be in an amount equal to the Purchase Price actually received by the Company and the Principal. Notwithstanding the foregoing, indemnification for a breach of the representation set forth in Section 3.28 shall not be subject to the limitations set forth in this Section 10.05.
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Limitations on Indemnity and Liability. (a) Cap. Kelley's aggregate liability for Claims or Damages under this Agrexxxxx xxlated to breaches of this Agreement, including under the representations, warranties, covenants and indemnities will not exceed an amount equal to $100,000 (the "Cap"); provided that, the limitation contemplated hereby will not be applicable with respect to (i) breaches of Sections 3.01, 3.03(a) and 3.06, (ii) instances of actual fraud by Kelley or (iii) to any breach of any of Kelley's representations axx xxxranties of which Kelley had actual xxxxxxxge at any time prior to the date on which xxxx representation and warranty is made or any intentional breach by Kelley of any covenant or obligation. MCS' aggregate liability for Xxxxxs or Damages under this Agreement related to breaches of this Agreement, including under the representations, warranties, covenants and indemnities will not exceed an amount equal to the Cap provided that, the limitation contemplated hereby will not be applicable with respect to (i) breaches of Sections 4.01, and 4.03, (ii) instances of actual fraud by MCS or (iii) to any breach of any of MCS' representations and warranties of which MCS had actual knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by MCS of any covenant or obligation.
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Related to Limitations on Indemnity and Liability

  • Indemnity and Limitation of Liability (I) The IPTV Operator shall without any limitations as to time period or amounts keep and hold ZEEL and its Affiliates, officers, directors, employees and agents fully indemnified and harmless against all claims, suits, actions, proceedings, causes of action, damages, awards, liabilities, costs and/or expenses of any kind (including reasonable attorney’s fees) arising out of any misrepresentation or fraud committed by the IPTV Operator, or actual or threatened breach of any terms of this Agreement by the IPTV Operator (including but not limited to breach of any representation and warranty provided by the IPTV Operator to ZEEL).

  • Indemnity and Liability Subject to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

  • Limitation of Liability and Indemnity Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, Tenant agrees to protect, defend (with counsel acceptable to Landlord) and hold Landlord and Landlord's lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, employees, representatives, agents, contractors, shareholders, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from or in any way related to, directly or indirectly, (i) Tenant's or Tenant's Representatives' use of the Premises, Building and/or the Park, (ii) the conduct of Tenant's business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, or third party persons, and/or (v) Tenant's failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

  • Limitations on Liability The Custodian shall not be liable for any loss, claim, damage or other liability arising from the following causes:

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