Other Limitations on Indemnification. IN NO EVENT SHALL PARTNER COMPANY STOCKHOLDER BE LIABLE TO THE FOUNDER INDEMNIFIED PARTIES FOR PUNITIVE DAMAGES AND IN NO EVENT SHALL FOUNDER BE LIABLE TO PARTNER COMPANY STOCKHOLDER INDEMNIFIED PARTIES FOR PUNITIVE DAMAGES, PROVIDED, THAT THESE LIMITATIONS SHALL NOT APPLY TO PUNITIVE DAMAGES PAYABLE TO A THIRD PARTY IN RESPECT OF A THIRD PARTY CLAIM.
Other Limitations on Indemnification. (a) No Party shall have any liability pursuant to Section 7.2(a) or Section 7.3(a) above with respect to any breach of any representation or warranty (other than any Fundamental Representation) unless and until the aggregate amount of all of the Damages to the Buyer Indemnified Parties exceeds $2,000,000 (the “Indemnification Threshold”), in which case the Buyer Indemnified Parties shall be entitled to indemnification only to the extent of the excess over the Indemnification Threshold. There shall be no threshold or deductible with respect to (i) Sellers’ obligations to Buyer pursuant to Section 7.2(a) above with respect to any breach of any Fundamental Representation or pursuant to Section 7.2(b) above or (ii) Buyer’s obligations to Sellers pursuant to Section 7.3(b) or Section 7.3(c).
Other Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, no Buyer Indemnified Person shall be entitled to indemnification under Article V or IX for any Losses to the extent that such Losses are reflected as a liability of the Business on the Final Statement of Net Asset Value.
Other Limitations on Indemnification. (a) The amount of any Losses for which indemnification is provided for under this Agreement shall be reduced by (i) any amounts actually realized by the Indemnified Party as a result of any indemnification, contribution or other payment by any third party and (ii) any insurance proceeds or other amounts actually realized by the Indemnified Party from third parties with respect to such Losses, in each case, net of the expenses incurred by such Indemnified Party in procuring such recovery (including, in the case of insurance proceeds, any deductible or self-insured retention amount and any prospective or retrospective premium adjustments).
Other Limitations on Indemnification. The following principles, terms and limitations shall apply to any claims for indemnification with respect to Seller-Indemnified On-Site Environmental Liabilities or related claims for breach of the representations set forth in Section 2.15:
Other Limitations on Indemnification. (A) The amount of any Losses sustained by an indemnified party shall be reduced (i) by any amount received by such indemnified party with respect thereto under any insurance coverage relating thereto (other than insurance coverage provided by an Affiliate of such indemnified party) or from any third party (not a party to this Agreement) alleged to be responsible therefor, and (ii) by the amount of any Tax benefit actually realized with respect to the Loss. Each of Alleghany and HTI Acquisition agrees to use commercially reasonable efforts to collect any amounts available under such insurance coverage and from any such third party alleged to have responsibility and to realize any Tax benefit with respect to the Loss. If an indemnified party realizes a Tax benefit or receives an amount under insurance coverage or from any such third party with respect to Losses sustained at any time subsequent to any indemnification provided pursuant to this Section 12, then such indemnified party shall promptly reimburse the indemnifying party for any payment made by such indemnifying party in connection with providing such indemnification up to such amount realized or received by such indemnified party. Nothing in this Section 12.6(A) shall limit in any way the ability of Alleghany or HTI Acquisition to (i) take (or refrain from taking, as the case may be) any reasonable position for Tax purposes that it determines to take (or refrain from taking) in its sole discretion, or (ii) refrain from pursuing any third party insurance recovery that Alleghany or HTI Acquisition, as the case may be, determines would be commercially inadvisable to pursue.
Other Limitations on Indemnification. The right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants and obligations shall not be affected by any investigation conducted at any time before the Closing Date with respect to the Division, or any knowledge acquired (or capable of being acquired) from such investigation , except as the same may have been disclosed in this Agreement or the Schedules thereto or except as the same may have been waived. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants and obligations, provided the retention of any such remedy is notified to the other party in writing within 60 days of the waiver of such condition, performance or compliance, during which thirty-day period the waiving party shall investigate whether such remedy is susceptible to indemnification hereunder.
Other Limitations on Indemnification. Notwithstanding anything herein to the contrary, the following principles, terms and limitations shall apply to any claims for indemnification under Section 8.02(d) with respect to Special Indemnity Matters:
Other Limitations on Indemnification. 41 12.7 Notice........................................................... 42 12.8 Right to Contest Claims of Third Parties......................... 42 12.9
Other Limitations on Indemnification. (a) In the event that any Indemnified Party makes a Claim which is finally determined to be without reasonable basis in law or fact, such Indemnified Party will bear and promptly reimburse the Indemnifying Party for all expenses and losses in investigating and defending against the Claim.
