Limitations on Rights of Indemnification Sample Clauses

Limitations on Rights of Indemnification. (a) The Sellers and the Seller Indemnitors shall not be required to indemnify the Buyer Indemnitees under Section 9.2 or Section 9.3(a) unless and until the aggregate amount of Losses incurred by the Buyer Indemnitees thereunder exceeds $510,000.00 (the “Deductible Amount”), in which event the Buyer Indemnitees shall be entitled to recover only such Losses in excess of the Deductible Amount; provided, however, that (i) no Buyer Indemnitee shall be entitled to make any claim under Section 9.2 or Section 9.3(a) in respect of any Individual Matter unless such claim is for Losses in excess of $25,000.00 (the “Per Claim Amount”), and (ii) the Deductible Amount and the Per Claim Amount shall not apply with respect to any claim arising from the breach of a Fundamental Representation or Fraud. (b) The Sellers’ and Seller Indemnitors’ aggregate maximum liability to the Buyer Indemnitees under Section 9.2 and/or 9.3(a) shall not exceed the amount of then-remaining Indemnity Escrow Funds (the “Escrow Cap”), and there shall be no further recovery under Section 9.2 or 9.3(a) by the Buyer Indemnitees once the Indemnity Escrow Funds are exhausted or released; provided that the Escrow Cap shall not apply to claims arising from the breach of any of the representations or warranties contained in Section 3.4 (Ownership of the Shares and Units) (the “Ownership Representations”) or Section 4.17 (Taxes) (the “Tax Representations”) or claims based on Fraud, such that, subject to the limitations set forth in Section 9.5(c), (i) the Buyer Indemnitees shall be permitted to pursue a Seller for the recovery of Losses in excess of the Escrow Cap incurred by such Buyer Indemnitees arising from (A) any breach of the Ownership Representations by such Seller, or (B) Fraud under Article III of such Seller, and to the extent that the Buyer Indemnitees are unable to recover such Losses to which they are entitled hereunder from such Seller, then such Buyer Indemnitees shall be permitted to pursue for such unrecovered Losses other Sellers in accordance with their Allocation Percentages, (ii) the Buyer Indemnitees shall be permitted to pursue a Seller Indemnitor for the recovery of Losses in excess of the Escrow Cap incurred by such Buyer Indemnitees arising from (A) any breach of the Tax Representations by such Seller Indemnitor, or (B) Fraud under Article IV of such Seller Indemnitor, and to the extent that the Buyer Indemnitees are unable to recover such Losses to which they are entitled her...
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Limitations on Rights of Indemnification. 9.5.1 No Purchaser Indemnitee shall have the right to indemnification under this Agreement unless and until the aggregate amount of any and all such indemnification claims made by the Purchaser Indemnitee and by any Purchaser Indemnitees under the corresponding provisions of the Related APA exceeds Fifty Thousand ($50,000) Dollars (the “Basket Threshold”), at which time the Purchaser Indemnitee shall be entitled to the entire amount in excess of the Basket Threshold; provided, however, the Basket Threshold shall not apply to claims arising out of fraud. The Basket Threshold under this Agreement and the Basket Thresholds under corresponding provisions of the Related APA (collectively the “Aggregate APA’s”) shall be treated as a single Basket Threshold, such that all claims made under any of the Aggregate APA’s shall be treated as reducing the Basket Threshold under each and every one of the Aggregate APA’s such that the total Basket Threshold under the Aggregate APA’s is Fifty Thousand ($50,000) Dollars. 9.5.2 The aggregate liability of Seller pursuant to this Article 9 shall not exceed the Purchase Price under this Agreement, plus the purchase price under the Arizona Transaction, plus the corresponding provisions of any of the Related APA’s; provided, however, that there shall not be any limitation of liability with respect to breaches of Seller’s representations and warranties relating to tax matters, ERISA matters and environmental matters.
Sample 1
Limitations on Rights of Indemnification. No Buyer Party shall have the right to indemnification under this Agreement unless and until the aggregate amount of any and all such indemnification claims made by the Buyer Party shall exceed Fifty Thousand ($50,000) Dollars (the “Basket Threshold”), at which time the Buyer Party shall be entitled to the entire amount in excess of the Basket Threshold; provided, however, the Basket Threshold shall not apply to claims arising out of fraud. The aggregate liability of the Seller and GTJ REIT hereunder shall not exceed the Purchase Price provided, however, that the provisions of this Section 13.5 shall not apply to (a) breaches of Seller’s representations and warranties related to tax matters, ERISA matters and environmental matters, (b) breaches of covenants or agreements set forth herein; and (c) claims arising out of fraud.
Sample 1

Related to Limitations on Rights of Indemnification

  • Limitations on Damages Neither Party shall be liable for any consequential, special or indirect losses or damages suffered by the other Party, whether or not the likelihood of such losses or damages was known by the Party.

  • Limitations on Liability The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!