Limits on Indemnification Sample Clauses

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, ...

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, lo...

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a cour...

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers shall not have any obligation to provide indemnification for Losses pursuant to Section 12.1(a) or (b) arising out of or related to breaches of representations and warranties referred to therein, except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $600,000 (the "Basket Amount"), in which case the Sellers shall be liable to the Buyer Indemnified Parties only for such Losses in excess of the Basket Amount; provided, however, that any materiality or Material Adverse Effect qualification with respect to any such representation or warranty shall be disregarded solely for purposes of calculating the magnitude of Losses resulting from the breach of such representation or warranty to determine whether the Basket Amount has been met. The maximum obligation of the Sellers to provide indemnification for all Losses pursuant to Section 12.1(a), (b), (c) and (d) arising out of or related to breaches of representations and warranties and in respect of covenants and agreements to be performed by the Sellers or the Company referred to therein prior to the Closing Date shall be limited to an aggregate amount equal to $36,000,000. Notwithstanding the foregoing, it is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) and (g) or (ii) a breach of the representations and warranties of the Sellers or the Company contained in Sections 4.5 and 4.12. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 12.2(a) arising out of or related to breaches of representations and warranties referred to therein, except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount, in which case Buyer shall be liable to the Sellers only for such Losses in excess of the Basket Amount, provided, however, that any materiality or material adverse effect qualification in any such representation or warranty shall be disregarded solely for purposes of calculating the magnitude of Losses resulting from the breach of such representation or warranty to determine whether the Basket Amount has been met. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 12.2(a) and (b) arising out of or related to b...

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Millxx xxxeunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Buyer or Buyer to the Company and Millxx xxxeed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misc...

Limits on Indemnification. (i) Parent's and the Seller's obligation to indemnify for Buyer Losses under Section 9(b)(i) of this Agreement (A) shall accrue only if the aggregate of all such Buyer Losses exceeds One Million Dollars ($1,000,000) (the "Seller Basket") and then Parent shall be liable for all such Buyer Losses only to the extent that such Buyer Losses exceed such amount and (B) shall be limited in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap"). (ii) The Buyer's obligation to indemnify for Parent Losses under Section 9(c)(i) above shall accrue only if the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only to the extent that such Parent Losses exceed such amount. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only with respect to the amount of Losses that are in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of business. (iv) In no event shall Parent Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to a third party).

Limits on Indemnification. Unless, and then only to the extent that, a court of competent jurisdiction acting pursuant to Section 6 of this Agreement or Section 607.0850(9) of the Florida Business Corporation Act, determines that, in view of the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, the Corporation shall not indemnify Indemnitee under this Agreement: (1) in connection with a Proceeding by or in the right of the Corporation, except for reasonable Expenses (including an excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement not exceeding, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of the Proceeding, including any appeal thereof; or (2) in connection with a Proceeding by or in the right of the Corporation with respect to any claim, issue or matter as to which Indemnitee shall have been adjudged liable to the Corporation.

Limits on Indemnification. Indemnitor's liability under this Section 9 shall be limited as follows:

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim or tax benefits to the extent actually received by such Person as a result of an indemnified claim. Regardless of any investigation at any time made by or on behalf of any Party hereto or of any information any Party may have in respect thereof: 8.4.1. The representations, warranties, covenants, and agreements respectively made by Seller and Buyer in this Agreement, in the Disclosure Schedule, or in any certificate respectively delivered by Seller or Buyer pursuant to Section 7 will survive the Closing and the Closing Date: (a) With respect to the representations and warranties of the Parties set forth in Sections 3.1, 3.3, 4.1 and 4.2, indefinitely (b) Until the expiration of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive) in the case of the representations and warranties of Seller respectively set forth in Sections 3.2, 3.24, 3.26, 3.35 and 4.3; (c) Until the expiration of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive; but excluding waiver or extension of the statute of limitation with respect to claims of fraud) in the case of the representations and warranties of Seller respectively set forth in Sections 3.13; and (d) Until the eighteenth month anniversary of the Closing Date in the case of all other representations, warranties, covenants, and agreements. 8.4.2. If a notice or demand for indemnification is given in accordance with Section 8.2 before expiration of the applicable time period referenced above, then (notwithstanding such time period) the representation, warranty, covenant, or agreement applicable to such claim shall survive until, but only for purposes of, resolution of such claim. 8.4.3. Seller shall not be obligated to pay any amounts for indemnification under this Section 8 until the aggregate indemnification obligation hereunder exceeds $50,000 in the aggregate (provided that, any liability pursuant to Section 8.3 shall not be subject to the $50,000 threshold), whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller hereunder exceed $4,000,000 in the aggregate. 8.4.4. Buyer shall not be obligated to pay any amounts for indemnification under this Section 8 unt...

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement or the Shareholders’ Agreement, FoundryCo shall not submit any notice of Claim to Discovery or directly pursue any Claim for indemnification against Discovery for Oyster/FoundryCo Losses suffered by FoundryCo, in any case, pursuant to Section 12.02. Any such notice of claim shall be given, and any such Claim against Discovery shall be made, prosecuted, and if applicable, settled by Oyster in the name of FoundryCo. FoundryCo shall cooperate with Oyster in the investigation and prosecution of any such Claim, and shall make available to Oyster all witnesses, pertinent records, materials and information in FoundryCo’s possession or under FoundryCo’s control relating thereto as is reasonably required by Oyster in connection with such Claim or any Action related to such Claim. In the event that Oyster shall pursue a Claim against Discovery on behalf of FoundryCo, such indemnification shall be made directly to FoundryCo, provided that Oyster may recover all Oyster/FoundryCo Losses consisting of expenses (including reasonable attorneys’ and consultants’ fees and expenses) actually incurred by Oyster in connection with the investigation and prosecution of any such Claim or Action related to such Claim. (b) In the event that Oyster has a Claim for indemnification against Discovery pursuant to Section 12.02 that is based on Oyster/FoundryCo Losses suffered or incurred by FoundryCo, and Oyster suffers or incurs such Oyster/FoundryCo Losses only indirectly as a result of a diminution in the value of Oyster’s debt or equity securities of FoundryCo, then Oyster may pursue a Claim for indemnification by Discovery pursuant to the provisions of Section 12.02 only on behalf of FoundryCo. Upon discharge and satisfaction by Discovery of the full amount of its indemnification obligations to FoundryCo for such Losses, Discovery’s indemnification obligations for such Losses shall be deemed satisfied with respect to Oyster. (c) Notwithstanding anything to the contrary contained in this Agreement: (i) Discovery shall not be liable for any Claim for indemnification pursuant to Section 12.02(a) or (c) (to the extent also constituting a misrepresentation or a breach of warranty contained in this Agreement), or Section 12.03(a) or (c) (to the extent also constituting a misrepresentation or a breach of warranty contained in this Agreement), unless and until the aggregate amount of indemnifiable Oyster/FoundryCo Los...