Limits on Indemnification Escrow Sample Clauses
The "Limits on Indemnification; Escrow" clause sets boundaries on the amount and circumstances under which one party must compensate the other for losses or damages, and establishes an escrow arrangement to secure potential indemnification claims. Typically, this clause will cap the total indemnification liability, exclude certain types of damages, and specify that a portion of the purchase price or funds will be held in escrow for a defined period to cover any valid claims. Its core function is to allocate risk between the parties, provide financial security for potential claims, and prevent unlimited liability exposure.
Limits on Indemnification Escrow. 7.7.1 Threshold Neither CMED, CIVCO nor Shareholder shall assert any --------- claim for indemnification hereunder against the other until such time as, and solely to the extent that, the aggregate of all claims which such party may have against the other shall exceed $25,000 (the "Indemnification Threshold"); provided, however, that claims related to remediation of -------- ------- unsatisfactory conditions related to the Real Property shall not be subject to the Indemnification Threshold. For purposes of determining whether a claim is subject to indemnification under this Section 7, and counted toward the Indemnification Threshold, claims which in the aggregate are material shall be counted toward the Indemnification Threshold and indemnifiable hereunder even if any such claims individually are not material.
Limits on Indemnification Escrow