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 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. 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. Notwithstanding anything to the contrary herein,
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.
Limitations to Indemnity. 46 11.5 Net Indemnifiable Losses..............................................................47 11.6 Non-Exclusive Remedy..................................................................47 ARTICLE XII
Limitations to Indemnity. (a) Any indemnification payable pursuant to Section 11.2(a) (i) (except as a result of a breach of representation or warranty contained in Section 5.19) or 11.2(a)(ii) shall not exceed an amount equal to the value of 525,000 shares of Buyer's common stock (the "Indemnity Cap") (as such number of shares may be adjusted to account for share splits and combinations and recapitalizations or reorganizations, the "Indemnity Shares").
