Limitations upon Indemnity Sample Clauses

Limitations upon Indemnity. The indemnification obligations of the Matrix Common Shareholders on the one hand, and of Denbury and the Merger Sub on the other hand, under the provisions of this Article VIII, shall be limited as to amount so as to apply only after the amount of, and to the extent that, Damages of the party to be indemnified exceed, in the aggregate, $3,000,000 (herein referred to as "Exceed the Basket"). Further, such indemnification obligations are limited as to time to apply only to Damages of the party to be indemnified with respect to which notice of a claim for indemnification is given to the indemnifying party on or before the first anniversary of the Closing Date, provided that the indemnification obligations of the Matrix Common Shareholders for Damages of Denbury or the Merger Sub that results from breaches of the representations and warranties made in Section 3.12 apply to damages with respect to which notice of a claim for indemnification is given on or before 548 days after the Closing Date. For the purpose of determining whether or not Damages of Denbury and the Merger Sub Exceed the Basket, Damages shall include claims, damages, actions, suits, proceedings, demands, assessments, adjustments, losses, liabilities, diminutions of value, costs and expenses incurred by Denbury or the Merger Sub under circumstances that constitute a breach of a representation or warranty of Matrix and the Matrix Common Shareholders, or that would have constituted such a breach if the representation or warranty were not qualified by the term "material" or any variation thereof. In addition to the limitation as to amount of indemnification set forth above, indemnification obligations of the Matrix Common Shareholders on the one hand, and Denbury and the Merger Sub on the other hand, shall be limited as to amount, in the aggregate to $15,000,000, the indemnification obligations of the EnCap Shareholders shall be limited as to amount in the aggregate to $9,000,000, and as to any specific matter for which a claim for indemnification is made to 60% of the Damages arising out of such matter, and the indemnification obligations of all other Matrix Common Shareholders shall be limited as to amount in the aggregate to $6,000,000, and as to any specific matter for which a claim for indemnification is made to 40% of the Damages arising out of such matter, and the indemnification obligations of each of the Matrix Common Shareholders other than the EnCap Shareholders and Robin R. Mingo shall...
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Related to Limitations upon Indemnity

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

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

  • 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:

  • 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:

  • Limitation on Indemnification Obligations (a) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HFC Entities in Article III, the definition of HFC Entities shall be deemed to mean solely (i) the HFC Entity or HFC Entities that own or operate, or owned or operated immediately prior to the transfer to the HEP Entities, the Retained Asset, Transferred Asset or other property in question with respect to which indemnification is sought by reason of such HFC Entity’s or HFC Entities’ ownership or operation of the Retained Asset, Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HEP Entities for which it is entitled to indemnification under Article III and (ii) HFC.

  • Limitations on Additional Indemnity No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:

  • Limitation on Indemnities The indemnities provided in this Section 2 by Customer to MSIL and its affiliates shall be inapplicable in the event of any losses, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any agreement of MSIL contained in this Agreement to the extent caused by such event. Likewise, the indemnities provided in this Section 2 by MSIL to Customer and its successors and assigns shall be inapplicable in the event of any losses, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any representation, warranty or agreement of Customer contained in this Agreement to the extent caused by such breach.

  • Limitation on Indemnity Notwithstanding anything contained herein to the contrary, the Company shall not be required hereby to indemnify the Indemnitee with respect to any action, suit, or proceeding that was initiated by the Indemnitee unless (a) such action, suit, or proceeding was initiated by the Indemnitee to enforce any rights to indemnification arising hereunder and such person shall have been formally adjudged to be entitled to indemnity by reason hereof, (b) authorized by another agreement to which the Company is a party whether heretofore or hereafter entered, or (c) otherwise ordered by the court in which the suit was brought.

  • 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.

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