Limits on Indemnification Liability Sample Clauses

Limits on Indemnification Liability. Notwithstanding anything herein to the contrary: (a) Neither Buyer, on the one hand, nor Seller, on the other hand, shall have any liability for an individual claim or group of related claims under Section 6.02(a)(i) or Section 6.02(b)(i), as applicable, unless the amount of Losses relating to, arising from or with respect to such claim or group of related claims exceeds the Per Claim Threshold, it being understood that any such individual claim or group of related claims for amounts less than the Per Claim Threshold will be ignored for purposes of determining whether the Basket Amount has been exceeded; provided, however, that no such limitations shall apply to liability relating to, arising from or with respect to breach or inaccuracy of Fundamental Representations or the representations and warranties set forth in Section 2.15. (b) Neither Buyer, on the one hand, nor Seller, on the other hand, shall have any liability for indemnification claims under Section 6.02(a)(i) or Section 6.02(b)(i), as applicable, until the aggregate Losses relating to, arising from or with respect to all such claims exceeds the Basket Amount, in which event Buyer or Seller, as applicable, will be required to pay or be liable for all Losses in excess of the Basket Amount; provided, however, that no such limitations shall apply to liability relating to, arising from or with respect to breach or inaccuracy of Fundamental Representations or the representations and warranties set forth in Section 2.15. (c) Seller’s maximum aggregate liability for all indemnification claims under this Article VI shall not exceed the Cap Amount. At any given time the remaining portion of the Escrow Funds in the Escrow Accounts will be the sole source of recovery with respect to Losses indemnifiable pursuant to Section 6.02(a). Notwithstanding anything to the contrary in this Agreement, after the Closing, on the date that the funds in the Escrow Accounts are reduced to zero, Buyer Indemnified Parties will have no further rights to indemnification under Section 6.02(a). (d) Buyer’s maximum aggregate liability for indemnification claims under Section 6.02(b)(i) shall not exceed the Cap Amount. (e) For purposes of determining (i) the existence of any breach of, or inaccuracy in, any of the representations or warranties contained in this Agreement (other than the representations or warranties set forth in the second sentence of Section 2.01(a), Section 2.06, Section 2.07, and Section 2.10(a)), and (ii) th...
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Limits on Indemnification Liability. Notwithstanding any other provisions to the contrary in this Agreement, the indemnification obligations of Buyer and the Sellers set forth in this Agreement shall be limited to indemnification for actual damages, and shall not include incidental, consequential, or punitive damages.
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Limits on Indemnification Liability. Notwithstanding any other provisions to the contrary in this Agreement:
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Limits on Indemnification Liability. Notwithstanding anything herein to the contrary:
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Limits on Indemnification Liability. 39 8.4 Indemnification Procedures.....................................................................40 8.5 Appointment of Seller Representative...........................................................41 8.6 Survival; Right To Indemnification Not Affected By Knowledge or Materiality ..............................................................................................42
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Limits on Indemnification Liability. (a) Notwithstanding any other provisions to the contrary in this Agreement, (i) the liability under Section 8.1(a) of a Seller shall be limited to a percentage of the total of Damages equal to his or her respective "Equity Percentage without Pure Optionholders" as set forth opposite his name on Exhibit 1 hereto ("Liability Percentage"), (ii) the maximum aggregate liability of the Sellers to protect, indemnify, and hold the Buyer harmless in respect of Supplemental Disclosed Damages shall be limited to the first $2,000,000 of such Supplemental Disclosed Damages, and the maximum liability of a Seller with respect to Supplemental Disclosed Damages shall be equal to his or her Liability Percentage of such $2,000,000 limit and (iii) the maximum aggregate liability of the Sellers to protect, indemnify, and hold the Buyer harmless in respect of Damages (inclusive of any Supplemental Disclosed Damages) shall be limited to the first $10,000,000 of such Damages, and the maximum liability of a Seller shall be equal to his or her Liability Percentage of such $10,000,000 limit. As used herein, "
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Related to Limits on Indemnification Liability

  • Limits on Indemnification Notwithstanding anything to the contrary contained in this Agreement:

  • Certain Limits on Indemnification Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to:

  • Indemnification Liability a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with or fulfill the obligations established by this Agreement.

  • Limitation on Liability; Indemnification (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement.

  • Non Liability and Indemnification 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.

  • Indemnification Limitation on Liability Insurance 27 14.1 Indemnification 27 14.2 Limitation on Liability 29 14.3 Insurance 29 Article 15 Dispute Resolution 30 15.1 Internal Resolution 30 15.2 Arbitration 30 Article 16 General Provisions 30 16.1 Subcontracting 30 16.2 Compliance With Laws and Policies 31 Article 17 Miscellaneous 31 17.1 Notices 31 17.2 Governing Law 32 17.3 Assignment 32 17.4 Force Majeure 33 17.5 Relationship of the Parties 34 17.6 Amendment; Waiver 34 17.7 Construction; Captions 34 17.8 Severability 34 17.9 Entire Agreement 34 17.10 Counterparts; Facsimiles 35 Exhibits Exhibit A Protocol Exhibit B Sample Analysis Plan Exhibit C Compound Supply Plan Exhibit D Press Release *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. COMBINATION STUDY COLLABORATION AGREEMENT THIS COMBINATION STUDY COLLABORATION AGREEMENT (“Agreement”) is made and entered into, effective as of August 24, 2015 (“Effective Date”), by and between Genentech, Inc., a Delaware corporation, having a principal place of business at 0 XXX Xxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (“Genentech”) and Syndax Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 000 Xxxxxx Xxxx Road, Suite 110, Waltham, Massachusetts 02451 (“Syndax”). Genentech and Syndax are each referred to herein individually as a “Party” and collectively as the “Parties.”

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

  • 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:

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