Common use of Limitations on Seller Indemnification Clause in Contracts

Limitations on Seller Indemnification. Notwithstanding anything in this Agreement to the contrary, Seller's obligation to indemnify Buyer shall be subject to all of the following limitations: (i) The amount of any losses, costs, expenses, liabilities, penalties, claims, and other damages ("Losses") incurred by Buyer shall be reduced by (A) the amount Buyer recovers (after deducting all attorneys' fees, expenses, and other out-of-pocket costs of recovery) from any insurer or other party liable for such Losses, and Buyer shall use commercially reasonable efforts to effect any such recovery and (B) any tax benefit realized by Buyer or its owners as a result of any such Loss. (ii) Buyer shall be entitled to indemnification only for Losses as to which Buyer has given Seller written notice describing in reasonable detail the nature and basis for such indemnification ("Notice of Claim") on or prior to the first anniversary of the Closing Date. (iii) Any amounts owed to Buyer by Seller pursuant to this Section 13 shall be limited to Forty Thousand Dollars ($40,000.00) and Seller shall have no other liability or responsibility for indemnification hereunder.

Limitations on Seller Indemnification. Notwithstanding ------------------------------------- anything in this Agreement to the contrary, Seller's obligation to indemnify Buyer shall be subject to all of the following limitations: (i) The amount of any losses, costs, expenses, liabilities, penalties, claims, and other damages ("Losses") incurred by Buyer shall be reduced by (A) the amount Buyer recovers (after deducting all attorneys' fees, expenses, and other out-of-pocket costs of recovery) from any insurer or other party liable for such Losses, and Buyer shall use commercially reasonable efforts to effect any such recovery and (B) any tax benefit realized by Buyer or its owners as a result of any such Loss. (ii) Buyer shall be entitled to indemnification only for Losses as to which Buyer has given Seller written notice describing in reasonable detail the nature and basis for such indemnification ("Notice of Claim") on --------------- or prior to the first anniversary of the Closing Date. (iii) Any amounts owed to Buyer by Seller pursuant to this Section 13 shall be limited to Forty Thirty Thousand Dollars ($40,000.0030,000.00) and Seller shall have no other liability or responsibility for indemnification hereunder.

Limitations on Seller Indemnification. Notwithstanding ------------------------------------- anything in this Agreement to the contrary, Seller's obligation to indemnify Buyer shall be subject to all of the following limitations: (i) The amount of any losses, costs, expenses, liabilities, penalties, claims, and other damages ("Losses") incurred by Buyer shall be reduced by (A) the amount Buyer recovers (after deducting all attorneys' fees, expenses, and other out-of-pocket costs of recovery) from any insurer or other party liable for such Losses, and Buyer shall use commercially reasonable efforts to effect any such recovery and (B) any tax benefit realized by Buyer or its owners as a result of any such Loss. (ii) Buyer shall be entitled to indemnification only for Losses as to which Buyer has given Seller written notice describing in reasonable detail the nature and basis for such indemnification ("Notice of Claim") on --------------- or prior to the first anniversary of the Closing Date. (iii) Any amounts owed to Buyer by Seller pursuant to this Section 13 shall be limited to Forty Twenty Thousand Dollars ($40,000.0020,000.00) and Seller shall have no other liability or responsibility for indemnification hereunder.

Limitations on Seller Indemnification. Notwithstanding anything in this Agreement to the contrary, Seller's obligation to indemnify Buyer shall be subject to all of the following limitations: (i) The amount of any losses, costs, expenses, liabilities, penalties, claims, and other damages ("Losses") incurred by Buyer shall be reduced by (A) the amount Buyer recovers (after deducting all attorneys' fees, expenses, and other out-of-pocket costs of recovery) from any insurer or other party liable for such Losses, and Buyer shall use commercially reasonable efforts to effect any such recovery and (B) any tax benefit realized by Buyer or its owners as a result of any such Loss. (ii) Buyer shall be entitled to indemnification only for Losses as to which Buyer has given Seller written notice describing in reasonable detail the nature and basis for such indemnification ("Notice of Claim") on or prior to the first anniversary of the Closing Date. (iii) Any amounts owed to Buyer by Seller pursuant to this Section 13 shall be limited to Forty Fifty Thousand Dollars ($40,000.0050,000.00) and Seller shall have no other liability or responsibility for indemnification hereunder.