Mitigation and Limitations Sample Clauses

Mitigation and Limitations. Notwithstanding anything to the contrary contained herein:
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Mitigation and Limitations. Each Party agrees to use commercially reasonable efforts to mitigate any Loss which forms the basis of a Claim hereunder. All Losses recoverable by an Indemnified Party shall be net of insurance proceeds actually recovered by or on behalf of such Indemnified Party; provided however, nothing herein shall require any Party to insure against, make insurance claims for or other otherwise obtain insurance proceeds for any such Losses.. All Losses recoverable by an Indemnified Party shall be net of the amount of any tax reduction realized by the Indemnified Party as a result of tax benefits resulting directly from the matter giving rise to such Losses; provided however, nothing herein shall require any Party to seek or obtain any such tax reductions. If an Indemnifying Party makes a payment in respect of Losses of an Indemnified Party, and if at any time subsequent to such payment the amount of such Losses is reduced by recovery, settlement, or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement, or payment by or against any other person or entity (excluding any taxing authority), the amount of such reduction, less any costs, expenses, premiums, or taxes incurred in connection therewith will promptly be repaid by the Indemnified Party to the Indemnifying Party; provided however, nothing herein shall require any Party to seek or obtain any such reductions.
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Mitigation and Limitations. (a) Parent, Merger Sub, the Company and the Principal Stockholders agree to use commercially reasonable efforts to mitigate any Loss (including by good faith pursuit of insurance recovery) which forms the basis of any claim for indemnification hereunder. All Losses recoverable by an Indemnified Party shall be net of insurance proceeds actually recovered by or on behalf of such Indemnified Party. If an Indemnifying Party makes a payment in respect of Losses of an Indemnified Party, and if at any time subsequent to such payment the amount of such Losses is reduced by recovery, settlement, or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement, or payment by or against any other person or entity (excluding any taxing authority), the amount of such reduction, less any costs, expenses, premiums, or taxes incurred in connection therewith will promptly be repaid by the Indemnified Party to the Indemnifying Party.
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Related to Mitigation and Limitations

  • EXCLUSIONS AND LIMITATIONS 3.1 The Director shall not be entitled to be indemnified by the Company under the terms of the indemnity in clause 2.1 in relation to any Liability which is incurred by him:

  • Compensation and Limitation of Liability 14 Section 1.

  • Conditions and Limitations The admission of any Person as a Substituted Member or an Additional Member shall be conditioned upon (i) such Person’s written acceptance and adoption of all the terms and provisions of this Agreement, either by (A) execution and delivery of a counterpart signature page to this Agreement countersigned by the Managing Member on behalf of the Company or (B) any other writing evidencing the intent of such Person to become a Substituted Member or an Additional Member and such writing is accepted by the Managing Member on behalf of the Company.

  • RETENTION AND LIMIT The Reinsurer will accept a fixed proportion of [up to 30%] of the Company's loss on the first $1,000,000 on behalf of the Company under each and every Policy subject to this Agreement, as follows: [4/1/02 to 3/31/03 10%, 4/1/03 to 12/31/06 15%].

  • Indemnification and Limitation on Liability 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person.

  • Indemnification and Limitation of Liability (a) To the fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Person’s office.

  • Restrictions and Limitations (a) Except as hereinafter provided, no officer or Trustee of the Trust, no officer, director, or stockholder (or partner of a stockholder) of the investment adviser of the Trust (as that term is defined in the 0000 Xxx) or of any underwriter of the Trust, and no investment adviser or underwriter of the Trust shall take long or short positions in the securities issued by the Trust. The foregoing provision shall not prevent the purchase from the Trust of shares of any series issued by the Trust by any person at the price available to shareholders of the Trust generally at the time of such purchase, or as described in the current Prospectus of the Trust, or prior to commencement of the public offering of shares of the Trust, at the net asset value of such shares.

  • Compensation and Limitation of Liability of Trustees Compensation ------------

  • Indemnity and Limitation of Liability 9.1 The Licensee hereby indemnifies, holds harmless and defends the University, its Board of Governors, officers, employees, faculty, students, invitees and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of the Technology or any University Improvements or Products licensed under this Agreement by the Licensee or its sublicensees or their customers or end-users howsoever the same may arise.

  • Warranty and Limitation of Liability 5.1 Seller warrants that it will give to Buyer good and marketable title to all Concentrates delivered hereunder and that such Concentrates will be delivered free and clear of all liens, claims, charges and encumbrances of any kind and type whatsoever.

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