Limitations on Seller’s Right to Provide Indemnity Sample Clauses

Limitations on Seller’s Right to Provide Indemnity. Notwithstanding anything to the contrary set forth in this Section 18(d), if Seller elects option (3) in Section 10.8(d)(iii) above (whether pursuant to Section 18(d)(ii) or 18(d)(iii)) with respect to the obligations under Section 902(d) of the Act, the County Ordinance, and/or the City Code Bulk Sales Ordinance, as applicable, and the Required Withholding Amount is more than $3,000,000, within three (3) days after Seller elects option (3) and notifies Purchaser in writing of such election, Purchaser may by written notice to Seller indicate that Purchaser is unwilling to accept the Indemnity pursuant to option (3), failing which, Seller may provide the Indemnity with respect to the applicable obligation at Closing. If Purchaser timely furnishes such written notice to Seller stating it is unwilling to accept the option (3) Indemnity, then Seller shall have the right, by furnishing written notice to Purchaser on or prior to three (3) Business Days following receipt of such written notice from Purchaser, to either elect option (2) above (unless the Required Withholding Amount is unknown) and proceed to Closing or to terminate this Agreement (failing which, Seller shall be deemed to have elected to terminate this Agreement). If Seller elects or is deemed to have elected to terminate this Agreement, the Deposit shall be returned to Purchaser by the Escrow Agent, this Agreement shall automatically terminate and all further rights and obligations of the parties under this Agreement shall terminate (except as may otherwise expressly be set forth herein).
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Related to Limitations on Seller’s Right to Provide Indemnity

  • 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.

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

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

  • Indemnification Remedies Survival 8.1 For the purposes of this Section 8 terms “Loss” and “

  • Limitation on Seller’s Liability (a) No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

  • Limitations on Indemnity No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:

  • Limitation of Liability; Indemnity (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager.

  • Limitations of Liability of the Trustees and Shareholders A copy of the Trust's Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed by the Trustees as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the appropriate Fund.

  • Indemnification and Remedies 37 13.1 Indemnification......................................................... 37 --------------- 13.2 Cumulative Remedies..................................................... 38 ------------------- 13.3 Equitable Remedies...................................................... 38 ------------------

  • 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:

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