Limitations on Rights of Indemnitees Sample Clauses

Limitations on Rights of Indemnitees. Notwithstanding anything herein to the contrary:
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Limitations on Rights of Indemnitees. (i) Parent shall not be required to indemnify the Stockholder Indemnitees with respect to any Claim under Section 8.2(b)(i) unless and until the aggregate amount of all Losses for such Claims exceeds an amount equal to two million two hundred fifty thousand dollars ($2,250,000), in which event the Stockholder Indemnitees shall be entitled to recover Losses only in excess thereof; provided, that the foregoing limitation shall not apply to a claim for indemnification to the extent such claim is based upon Fraud or a breach of any of the Fundamental Representations of Parent and Merger Sub.
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Limitations on Rights of Indemnitees. (a) Except as set forth below, the Shareholders shall not be required to indemnify the Buyer Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described in Section 9.3(a)(A) and 9.3(b)(A) unless and until the aggregate amount of all such claims by the Buyer Indemnitees for such matters exceeds $250,000 (the “Deductible”), in which event the Buyer Indemnitees shall be entitled to recover such Losses resulting from or arising out of such matters, but only to the extent that the aggregate amount of such Losses exceed the Deductible; provided, however, that the foregoing limitation shall not apply to a claim for indemnification to the extent such claim is based upon a breach of any of the representations and warranties contained in Sections 3.1 (Ownership; Authorization of Transaction), 4.1 (Authorization of Transaction), 4.3 (Capitalization; Debt), 4.4 (Brokers’ Fees), 4.5 (Subsidiaries and Investments), 4.11 (Tax Matters), 4.14 (Related Party Transactions), 4.17(b) (ERISA Affiliates), 4.21 (Environmental Matters), and 4.25 (Escheat Property) (collectively, the “Special Representations”), or fraud; and provided further, that the Shareholders’ maximum liability to the Buyer Indemnitees under Section 9.3(a)(A), 9.3(a)(E), 9.3(a)(F) and 9.3(b)(A) shall not exceed $4,125,000 in the aggregate (the “Cap”), provided, however that the Cap shall not apply to claims in respect of breaches of any of the Special Representations or fraud. Except with respect to Losses arising out of fraud, the Shareholders’ maximum liability to the Buyer Indemnitees under Section 9.3(a)(G) shall not exceed $13,125,000; provided that, except with respect to Losses arising out of fraud, the Shareholders’ maximum liability to the Buyer Indemnitees under Section 9.3(a)(G) shall be reduced by $4,500,000 upon delivery of a duly executed Settlement Agreement Waiver and Release from either the United States Small Business Administration as Receiver of Sterling/Xxxx Xxxxx Capital Inc. or from CMNY Capital II, LP, and the indemnification obligation contained in Section 9.3(a)(G) shall terminate upon delivery of a second duly executed Settlement Agreement Waiver and Release from the other counterparty to the Settlement Agreement (either the United States Small Business Administration as Receiver of Sterling/Xxxx Xxxxx Capital Inc. or CMNY Capital II, LP).
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Limitations on Rights of Indemnitees. (a) Seller shall not be obligated to pay any claim for indemnification pursuant to Section 9.3(a) of this Agreement if, with respect to any individual item of Loss, such item is less than $50,000 (“Minor Claim”); it being understood that no Minor Claim shall apply or be counted towards the Deductible.
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Limitations on Rights of Indemnitees. (a) Except as set forth below, (i) CLP shall not be required to indemnify the Buyer Indemnitees with respect to any claim for indemnification arising out of or relating to (A) matters described in Section 8.3(a) unless and until the aggregate amount of all such claims by the Buyer Indemnitees for such matters exceeds $2,000,000 (the “Deductible”), in which event the Buyer Indemnitees shall be entitled to recover such Losses arising out of or relating to such matters, but only to the extent that the aggregate amount of such Losses exceeds the Deductible (provided, however, that the Deductible shall not apply to claims for indemnification in respect of breaches of any of the Special Representations or fraud) or (B) (x) matters described in Item 1 under the heading “Wabash, Indiana Facility” on Schedule 3.10 or (y) matters described on Schedule 8.4(a)(i)(B)(y) and (ii) CLP’s maximum liability to the Buyer Indemnitees under Section 8.3(a) shall not exceed $25,000,000 in the aggregate (the “Cap”), provided, however, that the Cap shall not apply to claims for indemnification in respect of breaches of any of the Special Representations or fraud.
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Limitations on Rights of Indemnitees. (i) Seller shall not be required to indemnify Purchaser Indemnitees with respect to any Losses unless and until the aggregate amount of all such Losses exceeds $500,000, in which event Purchaser Indemnitees will be entitled to recover Losses arising out of or relating to such matters only to the extent in excess thereof (the “Deductible”). Seller’s maximum liability to Purchaser Indemnitees with respect to any claim for indemnification arising out of or relating to matters described in Section 16.2(b) shall not exceed $30,000,000 in the aggregate (the “Cap”).
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Limitations on Rights of Indemnitees. (1) Purchaser shall not be required to indemnify Seller Indemnitees with respect to any claim for indemnification arising out of or relating to matters described in Section 11(k)(i)(1) unless and until the aggregate amount of all such Losses for such matters exceeds $250,000, in which event Seller Indemnitees will be entitled to recover all Losses arising out of or relating to such matters. Purchaser’s maximum liability to Seller Indemnitees with respect to any claim for indemnification arising out of or relating to matters described in Section 11(k)(i)(1) shall not exceed $15,000,000 in the aggregate. Notwithstanding anything to the contrary in this Agreement, the foregoing limitations in this Section 11(k)(iii)(1) shall not apply to a claim for indemnification to the extent such claim is based upon a breach of any of the representations and warranties set forth in Sections 11(h)(i)-(iv).
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Limitations on Rights of Indemnitees. Other than in the case of Fraud:
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Related to Limitations on Rights of Indemnitees

  • Certain Limitations on Indemnification (a) Notwithstanding anything to the contrary contained herein:

  • Limitations on Indemnification No payments pursuant to this Agreement shall be made by the Company:

  • Limitations on Rights of Third Parties The provisions of this Agreement are solely for the benefit of the Seller, the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and the other Persons expressly referred to herein, and such Persons shall have the right to enforce the relevant provisions of this Agreement. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Recovery Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

  • 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 Indemnification Obligations (a) The amount which any Party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") in respect of Damages or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

  • Enforcement of Indemnification Rights If the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not otherwise been paid in full pursuant to Sections 2 and 3 above within 30 days after a written demand has been received by the Company, the Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an “Enforcement Proceeding”) and, if successful in whole or in part, the Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby consents to service of process for such Enforcement Proceeding and to appear in any such Enforcement Proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee.

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

  • Indemnification and Exculpation of Indemnitees (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 6.03(a). Any indemnification pursuant to this Section 6.03 shall be made only out of the assets of the Partnership.

  • Specific Limitations on Indemnification Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be obligated under this Agreement to make any payment to Indemnitee with respect to any Proceeding:

  • Remedies of Indemnitee 14.1 In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

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