Limits on Seller Indemnification Sample Clauses

Limits on Seller Indemnification. (i) Seller shall not be required to provide indemnification under Section 10.2 unless and until the aggregate Loss for which one or more Purchaser Indemnitees seeks indemnification thereunder exceeds an aggregate of two hundred thousand dollars ($200,000), in which event Seller shall be liable to indemnify the Purchaser Indemnitees for aggregate Loss which exceeds two hundred thousand dollars ($200,000).
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Limits on Seller Indemnification. Notwithstanding the foregoing, Purchaser Indemnitees may not receive any amount of the Escrow Consideration from the Escrow Fund unless and until a certificate signed by an officer of Purchaser (an "Officer's Certificate") identifying Damages in the aggregate amount in excess of $100,000 has been delivered to the Escrow Agent and such amount is determined pursuant to this Article XI to be payable, in which case Purchaser shall receive Escrow Consideration equal in value to the full amount of such Damages without deduction. In determining the amount of any Damages attributable to a breach, any materiality standard contained in a representation, warranty or covenant of Seller or Stockholder shall be disregarded. Neither Seller nor the Stockholders shall be required to provide indemnification under Article XI hereof in excess of an aggregate ceiling (excluding interest and the costs of enforcing Seller's obligations under this Article XI, including legal fees, and excluding the costs of obtaining any tax benefits or insurance proceeds related to the Damages) equal to $1,200,000 (the amount deposited into the Escrow Fund at Closing); provided, that any calculation of Damages to be paid under this Article XI shall be net of any related tax benefit to Purchaser after taking the indemnification payment into account, and net of any insurance proceeds received by Purchaser in satisfaction of such Damages.
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Limits on Seller Indemnification. Seller's liability to indemnify Purchaser and other Indemnified Parties for Loss under this Article IX shall not be subject to any limitation except as set forth below in clauses (i) and (ii) of this Section 9.06(a) or except as set forth in Section 9.03 with respect to infringement indemnification:
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Limits on Seller Indemnification. Notwithstanding the foregoing, -------------------------------- Purchaser Indemnitees may not receive any amount of the Escrow Consideration from the Escrow Fund unless and until a certificate signed by an officer of Purchaser (an "Officer's Certificate") identifying Damages in the aggregate --------------------- amount in excess of $100,000 has been delivered to the Escrow Agent and such amount is determined pursuant to this Article XI to be payable, in which case Purchaser shall receive Escrow Consideration equal in value to the full amount of such Damages without deduction. In determining the amount of any Damages attributable to a breach, any materiality standard contained in a representation, warranty or covenant of Seller or Stockholder shall be disregarded. Neither Seller nor the Stockholders shall be required to provide indemnification under Article XI hereof in excess of an aggregate ceiling (excluding interest and the costs of enforcing Seller's obligations under this Article XI, including legal fees, and excluding the costs of obtaining any tax benefits or insurance proceeds related to the Damages) equal to $1,200,000 (the amount deposited into the Escrow Fund at Closing); provided, that any -------- ---- calculation of Damages to be paid under this Article XI shall be net of any related tax benefit to Purchaser after taking the indemnification payment into account, and net of any insurance proceeds received by Purchaser in satisfaction of such Damages.
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Related to Limits on Seller Indemnification

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Servicer Indemnification The Owner shall indemnify and hold harmless from and shall reimburse the Servicer for any losses, damages, deficiencies, claims, causes of action or expenses of any nature (including, but not limited to reasonable attorneys' fees) incurred by the Servicer which arise out of or result from the Owner's gross negligence or willful failure to perform any of its obligations under this Agreement.

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

  • Seller’s Indemnification Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

  • Seller Indemnity Seller shall, effective from and after the Closing ----------------- Date, as the sole and exclusive obligation of Seller with respect to this Agreement or the Property, except as provided further in this Section, indemnify, defend and hold Buyer harmless from and against any actual, direct damages (and reasonable attorneys' fees and other legal costs) incurred by Buyer within one (1) year of the Closing Date which Buyer can prove Buyer would not have incurred but for any inaccuracy as of the Closing Date in the representations and warranties of Seller set forth in the Section hereof entitled "Representations and Warranties of Seller," and Article 11 Entitled Brokers but specifically excluding any statement of facts, whenever occurring, that Buyer had notice of on or before the Closing Date. Such agreement by Seller to so indemnify, defend and hold Buyer harmless shall be null and void except to the extent that, within one (1) year of the Closing Date, Buyer has actually incurred such damage and Seller has received notice from Buyer pursuant to Article 9 hereof entitled "NOTICES" referring to this Section and specifying the amount nature and facts underlying any claim being made by Buyer hereunder. In addition, Seller shall indemnify defend and hold Buyer harmless from and against any actual, direct damages (and reasonable attorneys' fees and other legal costs) incurred by Buyer for a claim which: (a) is made by a third party alleging a tort committed by Seller, or (b) alleges bodily injury or property damage related to the Property and occurring before the Closing Date; provided that such claim does not arise out of or in any way relate to Hazardous Material or pollutants. Additionally, this provision does not limit the Buyer's remedies under Section 15.3 of this Agreement.

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

  • Buyer’s Indemnification Buyer agrees to defend, indemnify and hold harmless Seller from and against:

  • Buyer Indemnity (a) Buyer agree to indemnify Seller and hold it harmless from and against any and all liabilities, losses, damages, costs or expenses (including without limitation reasonable legal fees and expenses) incurred by the Seller to the extent that such Damages are occasioned by, caused by or arise directly out of:

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