Limitations on Recovery. In the event that the Executive institutes legal proceedings to enforce this Agreement, he agrees that the sole remedy available shall be enforcement of the terms of this Agreement and/or a claim for damages resulting from the breach of this Agreement, but that under no circumstances shall the Executive be entitled to receive or collect any damages for claims that Executive has released under this Agreement.
Limitations on Recovery. With respect to any claim for the breach of representations and warranties hereunder, no claim may be made by an Indemnified Party against an Indemnitor for indemnification hereunder with respect to any individual item of Loss unless the aggregate of all Losses for which the Indemnified Party is seeking recovery from an Indemnitor under this Article 16 for breaches of representations or warranties plus any Losses for which such Indemnified Party or any Affiliate thereof is seeking indemnity under Article VII of the Stock Purchase Agreement and Article VII of the Loan Purchase Agreement for breaches of representations or warranties shall exceed Ten Million and No/100 Dollars ($10,000,000.00), except in the event the Indemnified Party is seeking indemnity as a result of a wilful and intentional breach by the Indemnitor of any of its material representations or warranties set forth in this Agreement, in which such case the foregoing limitations shall not be applied and the Indemnified Party shall be entitled to recover its Losses to the full extent thereof. In the event the Indemnified Party is entitled to seek recovery for breaches of representations or warranties hereunder, the indemnity shall be for the full extent of all the Losses to the Indemnified Party resulting from such breach exceeding and excluding the first $10,000,000.00 under this Agreement and the Stock Purchase Agreement and the Loan Purchase Agreement aggregated. Notwithstanding the foregoing, the aggregate liability for Losses for breaches or representations and warranties of any Indemnitor (and its Affiliates) under this Article 16 and Article VII of the Stock Purchase Agreement and Article VII of the Loan Purchase Agreement shall be limited to an aggregate amount of One Hundred Million and No/100 Dollars ($100,000,000.00), except in the event the Indemnified Party is seeking indemnity hereunder as a result of the wilful and intentional breach by the Indemnitor of any of its material representations or warranties set forth in this Agreement in which event the foregoing limitation on liability shall not be applicable and the Indemnified Party shall be entitled to recover its Losses to the full extent thereof. Payments made by an Indemnitor hereunder shall be limited to the amount of the Losses that remain after deducting therefrom any insurance proceeds and any indemnity, contribution or other payment actually received by the Indemnified Party from any Person with respect thereto.
Limitations on Recovery. (a) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, net of any expenses reasonably incurred by such Indemnified Party in seeking and collecting such amount (including premium adjustments). If the Indemnified Party or any Affiliate thereof actually receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any Losses subsequent to an indemnification payment by the Indemnifying Party that were not taken into account under the immediately preceding sentence, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses reasonably incurred by such Indemnified Party in collecting such amount (including premium adjustments). The Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage or from such other Person alleged to have responsibility therefor. Indemnifying Party shall not be liable under Section 8.2(a)(i), Section 8.2(a)(iii) or Section 8.2(b) for any individual or series of related Losses which exceed the Purchase Price (the “Cap”).
(b) Each Indemnified Party shall take, and cause its Controlled Affiliates to take, commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.
Limitations on Recovery. (a) Notwithstanding anything in Section 10.02 to the contrary, neither the Shareholders nor Buyer, as an Indemnifying Party, shall be liable under the indemnity provisions of this Article X in any instance until such time as the aggregate cumulative total of all Damages incurred by the Indemnified Party exceeds $100,000 (the "Basket"), whereupon the Shareholders or Buyer, as applicable, shall be liable for all Damages in excess of the Basket; provided that in no event shall the recovery by such Indemnified Party for Damages under this Article X exceed, in the aggregate, the amount of the Merger Consideration and Additional Merger Consideration, if any, actually paid to the Shareholders.
(b) If Buyer is the Indemnified Party, Buyer first must recover any amounts due it arising from Damages under this Article X from the Escrow Account, or so much thereof as remains in escrow at the time the Indemnifiable Claim is made, in accordance with the terms of the Escrow Agreement, until the Escrow Account is exhausted. Upon the exhaustion of the Escrow Account, any recovery on Indemnifiable Claims under this Article X shall be recovered next from the Additional Merger Consideration and finally from the Shareholders directly, subject to the limitations of subsection (a) above.
Limitations on Recovery. 11 7.6 Payment ............................................................12 ARTICLE 8 ARBITRATION .......................................................12 8.1 Dispute resolution .................................................12 8.2 Injunctive relief ..................................................13
Limitations on Recovery. 33 8.4 Claim Procedures and Escrow........................................ 34 8.5 Sole Remedy; Survival.............................................. 35 ARTICLE IX CASUALTY AND CONDEMNATION
Limitations on Recovery. 53 9.3 Indemnification by the Allied Parties.......................................................................53 9.4 Limitation on RSI's Recovery................................................................................53 9.5
Limitations on Recovery. Developer agrees that the only person or entity from which it may seek damages or any remedy for any dispute arising under this Agreement, including the breach of this Agreement, is Franchisor, its successors or assigns. Developer agrees that it will not name Franchisor’s shareholders, directors, officers, employees or agents in any arbitration or legal action. Developer acknowledges that Franchisor has relied on Developer’s agreement to the provisions of this Section in signing this Agreement.
Limitations on Recovery. Fxxxxxxxxx agrees that the only person or entity from which it may seek damages or any remedy for any dispute arising under this Agreement, including the breach of this Agreement, is the Franchisor, its successors or assigns. Fxxxxxxxxx agrees that it will not name Fxxxxxxxxx’s shareholders, directors, officers, employees or agents in any arbitration or legal action. Franchisee acknowledges that Franchisor has relied on Franchisee’s agreement to the provisions of this Section 28 in signing this Agreement.
Limitations on Recovery. If there are two or more borrowers on a single Loan account deemed eligible for a Waiver Award, a Monetary Award or both under this Agreement, they shall recover only once for a single Loan account.
