Limitations to Indemnity. The foregoing obligations of indemnification shall not apply to any Losses suffered by the Indemnitees or any of them or to any Claim asserted against the Indemnitees or any of them which relates directly to any action or omission taken by any of the Indemnitees while in possession or control of the Property which is grossly negligent or constitutes wilful misconduct but shall apply to any Claim occurring during such period that relates to a continuation of conditions previously in existence or of a practise previously employed by any Obligor.
Limitations to Indemnity. The indemnities of Sections 0 and 0 shall not apply (a) if the indemnified party fails to give the indemnifying party prompt notice of any claim it receives and such failure materially prejudices the indemnifying party, or (b) unless the indemnifying party is given the opportunity to approve any settlement. Furthermore, the indemnifying party shall not be liable for attorneys' fees or expenses of litigation of the indemnified party unless the indemnified party gives the indemnifying party the opportunity to assume control of the defense or settlement. In addition, if the indemnifying party assumes such control, it shall only be responsible for the legal fees and litigation expenses of the attorneys it designates to assume control of the litigation. In no event shall the indemnifying party assume control of the defense of the indemnified party without the consent of the indemnified party (which consent shall be given or not at its sole discretion).
Limitations to Indemnity. The foregoing obligations of indemnification shall not apply to any Losses suffered by the Indemnitees or any of them or to any Claim asserted against the Indemnitees or any of them which relates directly to any action or omission taken by any of the Indemnitees while in possession or control of the Property which is grossly negligent or constitutes wilful misconduct (as determined by a final, non-appealable decision of a court of competent jurisdiction) but shall apply to any Claim occurring during such period that relates to a continuation of conditions previously in existence or of a practise previously employed by any Obligor.
Limitations to Indemnity. The foregoing obligations of indemnification shall not apply to (i) any Losses suffered by the Indemnitees or any of them or to any Claim asserted against the Indemnitees or any of them to the extent such Loss or Claim has resulted from the gross negligence or wilful misconduct (as determined by a final, non-appealable decision of a court of competent jurisdiction) of the Indemnitees or any of them; or (ii) any Losses with respect to Taxes for which an Indemnitee may claim an indemnity from an Obligor pursuant to Section 5.5(b) of this Agreement.
Limitations to Indemnity. The indemnities of Sections 9.4 and 9.5 ------------------------ shall not apply (i) if the indemnified party fails to give the indemnifying party prompt notice of any claim it receives and such failure materially prejudices the indemnifying party, or (ii) unless the indemnifying party is given the opportunity to approve any settlement, which approval shall not be unreasonably withheld. Furthermore, the indemnifying party shall not be liable for attorneys' fees or expenses of litigation of the indemnified party unless the indemnified party gives the indemnifying party the opportunity to assume control of the defense or settlement. In addition, if the indemnifying party assumes such control, it shall only be responsible for the legal fees and litigation expenses of the attorneys it designates to assume control of the litigation, provided, however, that in the event of a conflict of interest between the indemnifying party and the indemnified party, the indemnified party shall be permitted to retain separate counsel acceptable to and at the expense of the indemnifying party, if, upon request of the indemnifying party, it first delivers to the indemnifying party a legal opinion prepared by counsel acceptable to the indemnifying party, which counsel shall not be affiliated or have been previously retained by the indemnified party or any of its Affiliates, concluding that there is a conflict of interest sufficient to warrant the retention of separate counsel. In no event shall the indemnifying party assume control of the defense of the indemnified party without the consent of the indemnified party (which consent shall be given or not at its sole discretion).
Limitations to Indemnity. The indemnities of Sections 7.2 and 7.3 shall not apply (i) if the indemnified party fails to give the indemnifying party prompt notice of any claim it receives and such failure materially prejudices the indemnifying party, or (ii) unless the indemnifying party is given the opportunity to approve any settlement. Furthermore, the indemnifying party shall not be liable for attorneys' fees or expenses of litigation of the indemnified party unless the indemnified party gives the indemnifying party the opportunity to assume control of the defense or settlement.
Limitations to Indemnity. Notwithstanding anything to the contrary herein,
(a) (i) the Warrantors’ total liability in respect of all relevant claims under this Agreement and other Transaction Documents brought by any of the Indemnified Persons is limited to the total purchase price for Purchased Shares (for the avoidance of doubt, for each Investor, the limitation shall be the purchase price actually paid by such Investor for its subscription of the Purchased Shares at the Closing), and (ii) the aggregate liabilities for each Founder in respect of all relevant claims under this Agreement and other Transaction Documents brought by any of the Indemnified Persons shall in no event exceed the value of all equity interests of the Group Companies directly or indirectly owned by such Founder, and any Indemnified Person shall nonetheless seek indemnification from each Founder exclusively through arising claims against the equity interests of the Group Companies directly or indirectly owned by such Founder (for avoidance of doubt, not through acquiring/enforcing any other assets or properties of any Founder), provided that, any and all properties of the Group Companies, which are misappropriated by the Founders or any of their Affiliates or relatives and/or transferred to the Founders or any of their Affiliates or relatives, shall not be deemed as part of the Founders’ personal assets and the Indemnified Persons shall have recourse against the Founders and/or his Affiliates or relatives with respect to such properties;
(b) the Warrantors shall not be obligated to indemnify any Indemnified Person pursuant to Section 8 in respect of a claim unless and until the aggregate amount of all Indemnifiable Losses incurred with respect to such claim exceeds US$100,000, in which event the Warrantors shall be responsible for the entire amount of such Indemnifiable Losses of the Indemnified Persons; provided that a number of claims arising out of the same, related, or similar matters, facts, or circumstances shall be aggregated and form a single claim;
(c) The Warrantors shall not be liable for any claim if the Indemnifiable Loss caused by such claim is able to be eliminated or prevented, to the reasonable satisfaction of the Investors, by the Warrantors within thirty (30) days after the date on which the notice from such Indemnified Person claiming for indemnity is received by the Warrantors; and
(d) The Warrantors shall not liable to indemnify any Indemnified Person in respect of any claims under this ...
Limitations to Indemnity. (1) No claim may be made against an Indemnifying Party pursuant to Section 5.2(i) or 5.3(i) until the aggregate of Damages for all claims asserted to that date against the Indemnifying Party including the claim(s) then being asserted, as the case may be, equals or exceeds $500,000, in which event the accumulated aggregate amount of all such Damages may be recovered.
(2) Subject to Section 5.5(4), the maximum liability of the Indemnifying Party pursuant to Section 5.1(1) or 5.1(2) will be limited to the lesser of Thirty-Three Million Three Hundred Thirty One Thousand Five Hundred Canadian Dollars (C$33,331,500.00) and the Consideration Shares if returned pursuant to 5.5(3) (the “Cap”). Notwithstanding the foregoing, each Seller’s maximum liability shall be limited to the lesser of the Seller’s Pro Rata Share multiplied by the Cap and the Consideration Shares issued to such Seller if returned pursuant to Section 5.5(3).
(3) In the case of Section 5.1(1), payment for any Damages in connection with such liability pursuant to this Article 5 may be satisfied, at the discretion of the Sellers, either by way of cash settlement or by the return of Consideration Shares by the Sellers in an amount equal to the Damages payable for such claim made pursuant to Section 5.1(1), provided that if payment is to be made by way of Consideration Shares, such Consideration Shares will be valued at the “market price” (using a 10 day volume-weighted average) as of the date that the Consideration Shares are returned to satisfy the Damages to be paid pursuant to this Article 6 .
(4) Nothing in this Section 5.5, shall limit or restrict the rights of the Indemnified Party in the event of fraud by the other Party in the making of the representations and warranties contained in Section 3.1 or Section 3.2 of this Agreement, as applicable, or any agreement or certificate delivered pursuant to this Agreement.
Limitations to Indemnity. (a) No claim may be made against Seller until the aggregate of all Losses exceeds $50,000, in which event Seller shall be liable for the entire amount of such claims starting at the first dollar (subject to the provisions of this Article 11) (the "Basket").
(b) The maximum, combined liability of Seller under this Agreement will be limited to $500,000 (the "Cap").
(c) Notwithstanding the foregoing, the Basket and Cap will not apply to any claim for indemnity made by Buyers’ Indemnified Parties under Section 11.1 which relates to: (i) any claim for indemnification made pursuant to Sections 11.1(a)(i) and 11.1(a)(iii); (ii) a breach of any of the Fundamental Representations and Warranties or the Tax Representations and Warranties; or (iii) fraud with respect to any representation or warranty in this Agreement.
(d) No claim may be made against either Buyer until the aggregate of all of the Losses exceeds the Basket in which event the applicable Buyer shall be liable for all Losses, including all amounts above and below the Basket. The maximum liability of Buyers under this Agreement will be limited to the Cap.
(e) Notwithstanding the foregoing, the Basket and Cap will not apply to any claim for indemnity made by Seller's Indemnified Parties under Section 11.2 which relates to: (i) any claim for indemnification made pursuant to Section 11.2(a)(i) and 11.2(a)(iii); or (ii) fraud with respect to any representation or warranty in this Agreement.
Limitations to Indemnity. 46 11.5 Net Indemnifiable Losses..............................................................47 11.6 Non-Exclusive Remedy..................................................................47 ARTICLE XII
