Common use of Limitations on Liability and Indemnification Payments Clause in Contracts

Limitations on Liability and Indemnification Payments. Notwithstanding anything in this Agreement or otherwise to the contrary (except as contemplated by the last sentence of Section ‎7.3), the right of an Indemnitee to indemnification is limited as follows: (a) The CHC Indemnitees and Skyline Indemnitees, respectively, will be entitled to indemnification pursuant to Section ‎7.2‎(a)(i) or Section ‎7.2‎(b)(i) on account of any Losses (other than Losses arising out of a breach of or inaccuracy in a Fundamental Representation, which shall not be subject to this clause) solely to the extent (but only to the extent) that the aggregate amount of all Losses actually incurred by such Indemnitees exceeds $250,000 (the “Threshold”), in which event the CHC Indemnitees or Skyline Indemnitees, as applicable, will be entitled to indemnification for all such Losses solely to the extent exceeding the Threshold. In determining whether the applicable Threshold has been achieved, Losses relating to a particular event, occurrence, or breach will be counted and included only to the extent they exceed $10,000 individually, such that claims involving Losses below that amount will be deemed to be and treated as de minimis and not count toward the Threshold, or otherwise be included in determining whether the Threshold has been hit). (b) The CHC Indemnitees will not be entitled to assert any claims or recovery for Losses pursuant to Section 7.2(a)(i) (other than Losses arising out of a breach or inaccuracy of a Fundamental Representation, which shall not be subject to this clause), or Section 7.2(a)(iii), Section 7.2(a)(iv) or Section 7.2(a)(v) having an aggregate Value in excess of the Set-Off Amount. The CHC Indemnitees will not be entitled to assert any claims or recovery for Losses pursuant to Section 7.2(a)(i) arising out of a breach or inaccuracy of a Fundamental Representation having an aggregate Value in excess of the Merger Consideration. No Skyline Member shall be liable to the CHC Indemnitees pursuant to Section 7.2(a)(i) for any Losses in excess of the aggregate Value of the Merger Consideration received or to be received by such Skyline Member. Additionally, the Skyline Indemnitees will not be entitled to assert any claims or recovery for Losses pursuant to Section ‎7.2‎(b)(i) (other than Losses arising out of a breach or inaccuracy of a Fundamental Representation, which shall not be subject to this clause) in the aggregate more than $2,000,000; provided, however, that such limitation will not apply or be applicable to any claims arising out of or resulting from any failure of CHC pay or to deliver consideration or payments due under this Agreement to the Skyline Members. (c) An Indemnitee’s right to indemnification pursuant to Section ‎7.2 on account of any Losses will be reduced by all insurance or other third party indemnification proceeds actually received by the Indemnitee (net of collection costs, deductibles, and retroactive premium adjustments related to the insurance claim). An Indemnitee shall use commercially reasonable efforts to claim and recover any Losses suffered by such Indemnitees under any such insurance policies or other third-party indemnities; provided, however, that an Indemnitee is not required to initiate pursuit of such insurance or indemnity proceeds prior to asserting any claim or claims under this Article VII. The Skyline Indemnitees shall remit to CHC any such insurance or other third-party proceeds that are paid to the Skyline Indemnitees with respect to Losses for which the Skyline Indemnitees have been previously compensated pursuant to Section 7.2(b). The CHC Indemnitees shall remit to the Members’ Representative for distribution any such insurance or other third-party proceeds that are paid to the CHC Indemnitees with respect to Losses for which the CHC Indemnitees have been previously compensated pursuant to Section 7.2(a). (d) The Indemnitees will not be entitled to indemnification hereunder for punitive damages except with respect to any such damages paid or payable by an Indemnitee to a third party pursuant to a third-party claim. (e) For purposes of determining the amount of any Loss subject to indemnification hereunder (but, for the avoidance of doubt, not for purposes of determining whether any breach has occurred), the representations, warranties, covenants and agreements set forth in this Agreement shall be considered without regard to any materiality or Material Adverse Effect qualification set forth therein. (f) No Indemnitee shall be entitled to be compensated more than once for the same Loss. (g) The right of an Indemnitee to indemnification, payment of any Losses or other remedy based on the representations, warranties, covenants and agreements of the Indemnifying Party pursuant to this Agreement or any agreements entered into in connection herewith shall not be limited or affected by any investigation or review conducted by such Indemnitee or by its accountants, counsel or other representatives prior to the Effective Time, nor any knowledge acquired (or capable of being acquired) at any time by such Indemnitee, whether before or after execution of this Agreement or the Closing Date, with respect to the accuracy of or compliance with any such representations, warranties, covenants or agreements of the Indemnifying Party.

Limitations on Liability and Indemnification Payments. Notwithstanding anything in this Agreement or otherwise to the contrary (except as contemplated by the last sentence sub section (y) of Section ‎7.310.3), the right of an Indemnitee to indemnification is limited as follows: (a) The CHC Indemnitees and Skyline SNL Indemnitees, respectively, will be entitled to indemnification pursuant to Section ‎7.2‎(a)(iSection10.2(a)(i) or Section ‎7.2‎(b)(i10.2(b)(i) on account of any Losses (other than Losses arising out of (i) a breach of or inaccuracy in a Fundamental RepresentationRepresentations, (ii) Non-Consenting Shareholders Payments, and (iii) any Overstated Working Capital, which shall not be subject to this clause) solely to the extent (but only to the extent) that the aggregate amount of all Losses actually incurred by such Indemnitees exceeds $250,000 (the “Threshold”), in which event the CHC Indemnitees or Skyline SNL Indemnitees, as applicable, will be entitled to indemnification for all such Losses solely to from the extent exceeding the Thresholdfirst dollar. In determining whether the applicable Threshold has been achieved, Losses relating to a particular event, occurrence, or breach will be counted and included only to the extent they exceed $10,000 individually, such that claims involving Losses below that amount will be deemed to be and treated as de minimis and not count toward the Threshold, or otherwise be included in determining whether the Threshold has been hit)hit).Losses incurred by several SNL Indemnitees resulting from the same particular event, occurrence, or breach shall be calculated together as one for the purpose of calculating the Threshold. (b) The CHC Indemnitees will not be entitled to assert any claims or recovery for Losses pursuant to Section 7.2(a)(i10.2(a) (other than Losses arising out of (i) a breach or inaccuracy of a Fundamental Representation, (ii) Non-Consenting Shareholders Payments, and (iii) any Overstated Working Capital, which shall not be subject to this clause), or Section 7.2(a)(iii), Section 7.2(a)(iv) or Section 7.2(a)(v) having an aggregate Value value in excess of 80% of the Set-Off AmountTotal Consideration on the Closing Date. The CHC Additionally, the SNL Indemnitees will not be entitled to assert any claims or recovery for Losses pursuant to Section 7.2(a)(i) arising out of a breach or inaccuracy of a Fundamental Representation having an aggregate Value in excess of the Merger Consideration. No Skyline Member shall be liable to the CHC Indemnitees pursuant to Section 7.2(a)(i) for any Losses in excess of the aggregate Value of the Merger Consideration received or to be received by such Skyline Member. Additionally, the Skyline Indemnitees will not be entitled to assert any claims or recovery for Losses pursuant to Section ‎7.2‎(b)(i) (other than Losses arising out of a breach or inaccuracy of a Fundamental Representation, which shall not be subject to this clause‎10.2(b)(i) in the aggregate more than $2,000,000; 500,000, provided, however, that such limitation will not apply or be applicable to any claims arising out of or resulting from any failure of CHC to pay or to deliver consideration or payments due under this Agreement to the Skyline MembersExchange Agent for distribution to the SNL Indemnitees. (c) An Indemnitee’s right to indemnification pursuant to Section ‎7.2 10.2 on account of any Losses will be reduced by all insurance or other third party indemnification proceeds actually received by the Indemnitee (net of collection costs, deductibles, and retroactive premium adjustments related to the insurance claim). An Indemnitee shall use commercially reasonable efforts to claim and recover any Losses suffered by such Indemnitees under any such insurance policies or other third-party indemnities; provided, however, that an Indemnitee is not required to initiate pursuit of such insurance or indemnity proceeds prior to asserting any claim or claims under this Article VII. X. The Skyline SNL Indemnitees shall remit to CHC any such insurance or other third-party proceeds that are paid to the Skyline SNL Indemnitees with respect to Losses for which the Skyline SNL Indemnitees have been previously compensated pursuant to Section 7.2(b10.2(b). The CHC Indemnitees shall remit to the MembersShareholders’ Representative for distribution any such insurance or other third-party proceeds that are paid to the CHC Indemnitees with respect to Losses for which the CHC Indemnitees have been previously compensated pursuant to Section 7.2(a10.2(a). (d) The Indemnitees will not be entitled to indemnification hereunder for punitive damages except with respect to any such damages paid or payable by an Indemnitee to a third party pursuant to a third-party claim. (e) For purposes of determining the amount of any Loss subject to indemnification hereunder (but, for the avoidance of doubt, not for purposes of determining whether any breach has occurred), the representations, warranties, covenants and agreements set forth in this Agreement shall be considered without regard to any materiality or Material Adverse Effect qualification set forth therein. (f) No Indemnitee shall be entitled to be compensated more than once for the same Loss. (g) The right of an Indemnitee to indemnification, payment of any Losses or other remedy based on the representations, warranties, covenants and agreements of the Indemnifying Party pursuant to this Agreement or any agreements entered into in connection herewith shall not be limited or affected by any investigation or review conducted by such Indemnitee or by its accountants, counsel or other representatives prior to the Effective TimeClosing Date, nor any knowledge acquired (or capable of being acquired) at any time by such Indemnitee, whether before or after execution of this Agreement or the Closing Date, with respect to the accuracy of or compliance with any such representations, warranties, covenants or agreements of the Indemnifying Party.

Limitations on Liability and Indemnification Payments. Notwithstanding anything in this Agreement or otherwise to the contrary (except as contemplated by the last sentence of Section ‎7.310.3), the right of an Indemnitee to indemnification is limited as follows: (a) The CHC Indemnitees and Skyline SKS Indemnitees, respectively, will be entitled to indemnification pursuant to Section ‎7.2‎(a)(iSection10.2(a)(i) or Section ‎7.2‎(b)(i10.2(b)(i) on account of any Losses (other than Losses arising out of (i) a breach of or inaccuracy in a Fundamental RepresentationRepresentations, (ii) Non-Consenting Shareholders Payments, and (iii) any Overstated Working Capital, which shall not be subject to this clause) solely to the extent (but only to the extent) that the aggregate amount of all Losses actually incurred by such Indemnitees exceeds $250,000 (the “Threshold”), in which event the CHC Indemnitees or Skyline SKS Indemnitees, as applicable, will be entitled to indemnification for all such Losses solely to from the extent exceeding the Thresholdfirst dollar. In determining whether the applicable Threshold has been achieved, Losses relating to a particular event, occurrence, or breach will be counted and included only to the extent they exceed $10,000 individually, such that claims involving Losses below that amount will be deemed to be and treated as de minimis and not count toward the Threshold, or otherwise be included in determining whether the Threshold has been hit). (b) The CHC Indemnitees will not be entitled to assert any claims or recovery for Losses pursuant to Section 7.2(a)(iSection10.2(a) (other than Losses arising out of (i) a breach or inaccuracy of a Fundamental Representation, (ii) Non-Consenting Shareholders Payments, and (iii) any Overstated Working Capital, which shall not be subject to this clause), or Section 7.2(a)(iii), Section 7.2(a)(iv) or Section 7.2(a)(v) having an aggregate Value in excess of the Set-Off AmountEscrow Shares on the Closing Date. The CHC Additionally, the SKS Indemnitees will not be entitled to assert any claims or recovery for Losses pursuant to Section 7.2(a)(i) arising out of a breach or inaccuracy of a Fundamental Representation having an aggregate Value in excess of the Merger Consideration. No Skyline Member shall be liable to the CHC Indemnitees pursuant to Section 7.2(a)(i) for any Losses in excess of the aggregate Value of the Merger Consideration received or to be received by such Skyline Member. Additionally, the Skyline Indemnitees will not be entitled to assert any claims or recovery for Losses pursuant to Section ‎7.2‎(b)(i‎ 10.2(b)(i) (other than Losses arising out of a breach or inaccuracy of a Fundamental Representation, which shall not be subject to this clause) in the aggregate more than $2,000,000; 5,000,000, provided, however, that such limitation will not apply or be applicable to any claims arising out of or resulting from any failure of CHC to pay or to deliver consideration or payments due under this Agreement to the Skyline MembersIndemnifying Parties. (c) An Indemnitee’s right to indemnification pursuant to Section ‎7.2 10.2 on account of any Losses will be reduced by all insurance or other third party indemnification proceeds actually received by the Indemnitee (net of collection costs, deductibles, and retroactive premium adjustments related to the insurance claim). An Indemnitee shall use commercially reasonable efforts to claim and recover any Losses suffered by such Indemnitees under any such insurance policies or other third-party indemnities; provided, however, that an Indemnitee is not required to initiate pursuit of such insurance or indemnity proceeds prior to asserting any claim or claims under this Article ARTICLE VII. The Skyline SKS Indemnitees shall remit to CHC any such insurance or other third-party proceeds that are paid to the Skyline SKS Indemnitees with respect to Losses for which the Skyline SKS Indemnitees have been previously compensated pursuant to Section 7.2(b10.2(b). The CHC Indemnitees shall remit to the MembersShareholders’ Representative for distribution any such insurance or other third-party proceeds that are paid to the CHC Indemnitees with respect to Losses for which the CHC Indemnitees have been previously compensated pursuant to Section 7.2(a10.2(a). (d) The Indemnitees will not be entitled to indemnification hereunder for punitive damages except with respect to any such damages paid or payable by an Indemnitee to a third party pursuant to a third-party claim. (e) For purposes of determining the amount of any Loss subject to indemnification hereunder (but, for the avoidance of doubt, not for purposes of determining whether any breach has occurred), the representations, warranties, covenants and agreements set forth in this Agreement shall be considered without regard to any materiality or Material Adverse Effect qualification set forth therein. (f) No Indemnitee shall be entitled to be compensated more than once for the same Loss. (g) The right of an Indemnitee to indemnification, payment of any Losses or other remedy based on the representations, warranties, covenants and agreements of the Indemnifying Party pursuant to this Agreement or any agreements entered into in connection herewith shall not be limited or affected by any investigation or review conducted by such Indemnitee or by its accountants, counsel or other representatives prior to the Effective TimeClosing Date, nor any knowledge acquired (or capable of being acquired) at any time by such Indemnitee, whether before or after execution of this Agreement or the Closing Date, with respect to the accuracy of or compliance with any such representations, warranties, covenants or agreements of the Indemnifying Party.

Limitations on Liability and Indemnification Payments. Notwithstanding anything in this Agreement or otherwise to the contrary (except as contemplated by the last sentence of Section ‎7.37.3), the right of an Indemnitee to indemnification is limited as follows: (a) The CHC Indemnitees and Skyline ID Indemnitees, respectively, will be entitled to indemnification pursuant to Section ‎7.2‎(a)(i7.2(a)(i) or Section ‎7.2‎(b)(i7.2(a)(i) on account of any Losses (other than Losses arising out of a breach of or inaccuracy in a Fundamental Representation, which shall not be subject to this clause) solely to the extent (but only to the extent) that the aggregate amount of all Losses actually incurred by such Indemnitees exceeds $250,000 50,000 (the “Threshold”), in which event the CHC Indemnitees or Skyline ID Indemnitees, as applicable, will be entitled to indemnification for all such Losses solely to the extent exceeding the Threshold. In determining whether the applicable Threshold has been achieved, Losses relating to a particular event, occurrence, or breach will be counted and included only to the extent they exceed $10,000 individually, such that claims involving Losses below that amount will be deemed to be and treated as de minimis and not count toward the Threshold, or otherwise be included in determining whether the Threshold has been hit). (b) The CHC Indemnitees will not be entitled to assert any claims or recovery for Losses pursuant to Section 7.2(a)(i) (other than Losses arising out of a breach or inaccuracy of a Fundamental Representation, which shall not be subject to this clause), or Section 7.2(a)(iii), Section 7.2(a)(iv) or Section 7.2(a)(v) having an aggregate Value in excess of the Set-Off Amount. The CHC Indemnitees will not be entitled to assert any claims or recovery for Losses pursuant to Section 7.2(a)(i) arising out of a breach or inaccuracy of a Fundamental Representation having an aggregate Value in excess of the Merger Consideration. No Skyline Member shall be liable to the CHC Indemnitees pursuant to Section 7.2(a)(i) for any Losses in excess of the aggregate Value of the Merger Consideration received or to be received by such Skyline Member. Additionally, the Skyline Indemnitees will not be entitled to assert any claims or recovery for Losses pursuant to Section ‎7.2‎(b)(i) (other than Losses arising out of a breach or inaccuracy of a Fundamental Representation, which shall not be subject to this clause) in the aggregate more than $2,000,000; provided, however, that such limitation will not apply or be applicable to any claims arising out of or resulting from any failure of CHC pay or to deliver consideration or payments due under this Agreement to the Skyline Members. (c) An Indemnitee’s right to indemnification pursuant to Section ‎7.2 7.2 on account of any Losses will be reduced by (i) all insurance or other third party indemnification proceeds actually received by the Indemnitee (net of collection costs, deductibles, and retroactive premium adjustments related to the insurance claim)) and (ii) any Tax Benefit realized or to be realized by an Indemnitee (or any of its Affiliates) arising from the facts or circumstances giving rise to such Losses or by the Indemnitee (or any of its Affiliates) from any indemnification payment with respect to such Losses. For this purpose, a Person shall be deemed to recognize a Tax benefit (“Tax Benefit”) with respect to a taxable year if, and to the extent that, the Person’s Liability for Taxes for such taxable year, calculated by excluding any Tax items attributed to the Losses, exceeds the Person’s actual Liability for Taxes for such taxable year, calculated by taking into account any Tax items attributed to the Losses. An Indemnitee shall use commercially reasonable efforts to claim and recover any Losses suffered by such Indemnitees under any such insurance policies or other third-party indemnities; provided, however, that an Indemnitee is not required to initiate pursuit of such insurance or indemnity proceeds prior to asserting any claim or claims under this Article ARTICLE VII. The Skyline ID Indemnitees shall remit to CHC any such insurance or other third-party proceeds that are paid to the Skyline ID Indemnitees with respect to Losses for which the Skyline ID Indemnitees have been previously compensated pursuant to Section 7.2(b). The CHC Indemnitees shall remit to the Members’ Representative for distribution ID Member any such insurance or other third-party proceeds that are paid to the CHC Indemnitees with respect to Losses for which the CHC Indemnitees have been previously compensated pursuant to Section 7.2(a). (dc) The Indemnitees will not be entitled to indemnification hereunder for punitive damages except with respect to any such damages paid or payable by an Indemnitee to a third party pursuant to a third-party claim. (ed) For purposes of determining the amount of any Loss subject to indemnification hereunder (but, for the avoidance of doubt, not for purposes of determining whether any breach has occurred), the representations, warranties, covenants and agreements set forth in this Agreement shall be considered without regard to any materiality or Material Adverse Effect qualification set forth therein. (fe) No Indemnitee shall be entitled to be compensated more than once for the same Loss. (g) The right of an Indemnitee to indemnification, payment of any Losses or other remedy based on the representations, warranties, covenants and agreements of the Indemnifying Party pursuant to this Agreement or any agreements entered into in connection herewith shall not be limited or affected by any investigation or review conducted by such Indemnitee or by its accountants, counsel or other representatives prior to the Effective Time, nor any knowledge acquired (or capable of being acquired) at any time by such Indemnitee, whether before or after execution of this Agreement or the Closing Date, with respect to the accuracy of or compliance with any such representations, warranties, covenants or agreements of the Indemnifying Party.

Limitations on Liability and Indemnification Payments. Notwithstanding anything in this Agreement or otherwise to the contrary (except as contemplated by the last sentence of Section ‎7.37.3), the right of an Indemnitee to indemnification is limited as follows: (a) The CHC Indemnitees and Skyline VNC Indemnitees, respectively, will be entitled to indemnification pursuant to Section ‎7.2‎(a)(i7.2(a)(i) or Section ‎7.2‎(b)(i7.2(b)(i) on account of any Losses (other than Losses arising out of a breach of or inaccuracy in a Fundamental Representation, which shall not be subject to this clause) solely to the extent (but only to the extent) that the aggregate amount of all Losses actually incurred by such Indemnitees exceeds $250,000 (the “Threshold”), in which event the CHC Indemnitees or Skyline VNC Indemnitees, as applicable, will be entitled to indemnification for all such Losses solely to the extent exceeding the Threshold. In determining whether the applicable Threshold has been achieved, Losses relating to a particular event, occurrence, or breach will be counted and included only to the extent they exceed $10,000 individually, such that claims involving Losses below that amount will be deemed to be and treated as de minimis and not count toward the Threshold, or otherwise be included in determining whether the Threshold has been hit). (b) The CHC Indemnitees will not be entitled to assert any claims or recovery for Losses pursuant to Section 7.2(a)(i) (other than Losses arising out of a breach or inaccuracy of a Fundamental Representation, which shall not be subject to this clause), or Section 7.2(a)(iii), Section 7.2(a)(iv) or Section 7.2(a)(v) having an aggregate Value in excess of the Set-Off AmountEscrow Shares on the Closing Date. The CHC Additionally, the VNC Indemnitees will not be entitled to assert any claims or recovery for Losses pursuant to Section 7.2(a)(i) arising out of a breach or inaccuracy of a Fundamental Representation having an aggregate Value in excess of the Merger Consideration. No Skyline Member shall be liable to the CHC Indemnitees pursuant to Section 7.2(a)(i) for any Losses in excess of the aggregate Value of the Merger Consideration received or to be received by such Skyline Member. Additionally, the Skyline Indemnitees will not be entitled to assert any claims or recovery for Losses pursuant to Section ‎7.2‎(b)(i7.2(b)(i) (other than Losses arising out of a breach or inaccuracy of a Fundamental Representation, which shall not be subject to this clause) in the aggregate more than $2,000,000; 1,000,000, provided, however, that such limitation will not apply or be applicable to any claims arising out of or resulting from any failure of CHC pay or to deliver consideration or payments due under this Agreement to the Skyline MembersPaying Agent for distribution to the VNC Stockholders or other payees as set forth on Schedule 1.8(a)(ii) of the Consideration Spreadsheet or to deliver the Adjusted CHC Options or the Adjusted CHC Warrants to the holders of VNC Warrants. (c) An Indemnitee’s right to indemnification pursuant to Section ‎7.2 7.2 on account of any Losses will be reduced by all insurance or other third party indemnification proceeds actually received by the Indemnitee (net of collection costs, deductibles, and retroactive premium adjustments related to the insurance claim). An Indemnitee shall use commercially reasonable efforts to claim and recover any Losses suffered by such Indemnitees under any such insurance policies or other third-party indemnities; provided, however, that an Indemnitee is not required to initiate pursuit of such insurance or indemnity proceeds prior to asserting any claim or claims under this Article VII. The Skyline VNC Indemnitees shall remit to CHC any such insurance or other third-party proceeds that are paid to the Skyline VNC Indemnitees with respect to Losses for which the Skyline VNC Indemnitees have been previously compensated pursuant to Section 7.2(b). The CHC Indemnitees shall remit to the MembersStockholders’ Representative for distribution any such insurance or other third-party proceeds that are paid to the CHC Indemnitees with respect to Losses for which the CHC Indemnitees have been previously compensated pursuant to Section 7.2(a). (d) The Indemnitees will not be entitled to indemnification hereunder for punitive damages except with respect to any such damages paid or payable by an Indemnitee to a third party pursuant to a third-party claim. (e) For purposes of determining the amount of any Loss subject to indemnification hereunder (but, for the avoidance of doubt, not for purposes of determining whether any breach has occurred), the representations, warranties, covenants and agreements set forth in this Agreement shall be considered without regard to any materiality or Material Adverse Effect qualification set forth therein. (f) No Indemnitee shall be entitled to be compensated more than once for the same Loss. (g) The right of an Indemnitee to indemnification, payment of any Losses or other remedy based on the representations, warranties, covenants and agreements of the Indemnifying Party pursuant to this Agreement or any agreements entered into in connection herewith shall not be limited or affected by any investigation or review conducted by such Indemnitee or by its accountants, counsel or other representatives prior to the Effective Time, nor any knowledge acquired (or capable of being acquired) at any time by such Indemnitee, whether before or after execution of this Agreement or the Closing Date, with respect to the accuracy of or compliance with any such representations, warranties, covenants or agreements of the Indemnifying Party.