Special Indemnity Limitations Sample Clauses

Special Indemnity Limitations. Notwithstanding any ----------------------------- provision hereof to the contrary, in no event shall (a) the aggregate liability of the Company and the Stockholders under Article IX of this Agreement plus the aggregate liability of the Company and the stockholders or members under Article IX of the Other Agreements to which Customer Care and Sparks Personnel are a party exceed the Ceiling Amount or (b) the sum of the aggregate liability of each Stockholder under Article IX of this Agreement plus the aggregate liability of that Stockholder under Article IX of such Other Agreements exceed such Stockholder's Section 11.18 Pro Rata Share of the Ceiling Amount.
Sample 1
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Special Indemnity Limitations. Notwithstanding any provision in this Lease to the contrary, during Landlord’s Construction Period, Tenant’s indemnity obligations provided in this Section 7.5(b) or elsewhere in this Lease shall be limited to claims made by Landlord arising out of Tenant’s acts or omissions, and shall be limited to an amount not to exceed eighty-nine (89%) of Landlord’s Project Costs incurred as of the date of the Loss, calculated in accordance with ASC 000-00-00-00. This limitation shall not apply following the expiration of Landlord’s Construction Period, at which time Tenant’s indemnity obligations shall not be limited by this Section 7.7. “Landlord’s Construction Period” shall mean the period of time between the Effective Date and Substantial Completion of Landlord’s Work (as defined in Exhibit D), “Substantial Completion” shall mean that (i) the Building Shell and Building Standard Improvements (as defined in Exhibit D and schedules attached thereto) have been completed in accordance with the plans and schedules therefor, even though minor details, adjustments or punch list items may remain to be completed, (ii) all certificates of occupancy required for Landlord to commence Tenant’s Work have been issued and (iii) the Architect has issued a certificate confirming Substantial Completion has occurred. “Project Costs” shall mean those costs which are included in the amounts capitalized by an owner-landlord in accordance with generally accepted accounting principles (“GAAP”) plus other costs related to the Project paid to third parties other than lenders or owners. For example, cancellation fees that would be payable to subcontractors if the Project were to be canceled prior to completion would be included in total Project Costs. Transaction costs that would not be capitalized by an owner-landlord as construction costs in accordance with GAAP, such as a facility fee (a fee paid to establish a master lease facility), or financing costs are specifically excluded from the definition of total Project Costs. The only exception is that land rentals during construction are included in Project Costs even though not capitalizable under GAAP. Tenant shall have no obligation to pay Rent during Landlord’s Construction Period. During Landlord’s Construction Period, Landlord may draw on the Letter of Credit or require a disbursement from the Cash Account upon the occurrence of an Event of Default, provided that Landlord shall not be entitled to any amount which, when added to the amo...
Sample 1
Special Indemnity Limitations. Notwithstanding any provision ----------------------------- hereof to the contrary, in no event shall (a) the aggregate liability of the Company and the Members under Article IX of this Agreement plus the aggregate liability of the Company and the Stockholders under Article IX of the Other Agreements to which Sparks Associates and Sparks Personnel are parties exceed the Ceiling Amount or (b) the sum of the aggregate liability of each Member under Article IX of this Agreement plus the aggregate liability of that Member under Article IX of such Other Agreements exceed such Member's Section 11.18 Pro Rata Share of the Ceiling Amount.
Sample 1
Special Indemnity Limitations. Notwithstanding any provision in this Lease to the contrary, during Landlord's Construction Period, Tenant's indemnity obligations provided in this Section 7.5(b) or elsewhere in this Lease shall be limited to claims made by Landlord arising out of Tenant's acts or ommissions, and shall be limited to an amount not to exceed eighty-nine (89%) of Landlord's Project Costs incurred as of the date of the Loss, calculated in accordance with ASC 000-00-00-00. This limitation shall not apply following the expiration of Landlord's Construction Period, at which time Tenant's indemnity obligations shall not be limited by this Section 7.7. "Landlord's Construction Period" shall mean the period of time between the Effective Date and Substantial Completion of Landlord's Work (as defined in Exhibit D), "Substantial Completion" shall mean that (i) the Building Shell (as defined in Exhibit D and schedules attached
Sample 1

Related to Special Indemnity Limitations

  • Additional Indemnification; Limitation of Liability A. Subject to Section 2(A), USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBFS’s sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic Services as promptly as is reasonably possible.

  • Standard of Care: Limitation of Liability: Limited Indemnity The Sub-Advisor shall exercise due care and diligence and use the same skill and care in providing its services hereunder as it uses in providing services to other investment companies, accounts and customers, but shall not be liable for any action taken or omitted by the Sub-Advisor in the absence of bad faith, willful misconduct, gross negligence or reckless disregard of its duties. The Fund further agrees to indemnify, defend and hold the Sub-Advisor, and its managers, officers, directors, equityholders, employees and agents (“Related Persons”), harmless from and against all losses, claims, damages, liabilities, costs and expenses arising by reason of being or having been Sub-Advisor to the Fund, or in connection with the past or present performance of services to the Fund in accordance with this Agreement, except to the extent that the loss, claim, damage, liability, cost or expense was caused by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties on the part of the Sub-Advisor in the performance of its duties and obligations under this Agreement. These losses, claims, damages, liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and counsel fees and expenses, incurred in connection with the defense or disposition of any action, suit, investigation or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative or legislative body, in which the indemnitee may be or may have been involved as a party or otherwise, or with which such indemnitee may be or may have been threatened, while in office or thereafter. Federal and various state securities laws may afford the Advisor and/or the Fund certain rights and remedies under certain circumstances, even in the absence of bad faith, willful misconduct, gross negligence or reckless disregard by the Sub-Advisor or its Related Persons, and nothing contained herein shall in any way constitute a waiver or limitation of any such rights and remedies that the Advisor, the Fund or both may have under any such federal or state securities laws.

  • Limitations on Additional Indemnity No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:

  • Indemnity; Limitation of Liability As an officer of the Company, the Executive shall be entitled to indemnity and limitation of liability as provided pursuant to the Company’s Articles of Incorporation, bylaws and any other governing document, as the same shall be amended from time to time.

  • Indemnification Limitations (a) Purchaser shall be under no liability to indemnify Seller under 10.3.1 and no claim under Section 10.3.1 of this Agreement shall:

  • Specific Limitations on Indemnification Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be obligated under this Agreement to make any payment to Indemnitee with respect to any Proceeding:

  • Additional Indemnification Provisions (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in ARTICLE X of this Agreement or any other certificate executed or delivered in connection with the Closing: (i) Deductible Losses shall be calculated on an After-Tax Basis; (ii) all Losses shall be net of any Eligible Insurance Proceeds; (iii) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party pursuant to this ARTICLE X with respect to the inaccuracy or breach of a representation or warranty made by the Parent pursuant to this Agreement to the extent that Losses resulting from or in connection with such inaccuracy or breach have been recovered by the Acquiror in connection with the calculation of the Final Actual Closing Solvency Capital; (iv) the Indemnifying Party shall be liable to the Indemnified Party for any Losses to the extent incurred in connection with the Indemnified Party’s successful assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a Party under this Agreement; (v) solely with respect to claims that are not Third Party Claims, the Indemnified Party shall be liable to the Indemnifying Party for any Losses to the extent incurred in connection with the Indemnifying Party’s successful defense of any claim by the Indemnified Party for indemnification or other rights under this Agreement; (vi) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is specifically reflected or reserved for in the Final Actual Closing Solvency Capital Worksheet and taken into account in the calculation of the Final Actual Closing Solvency Capital; and (vii) notwithstanding anything contained in this Agreement to the contrary, for purposes of ARTICLE VII and this ARTICLE X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty.

  • Transfer Agent Indemnification/Limitation of Liability Transfer Agent shall be responsible for and shall indemnify and hold the Customer harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to Transfer Agent's refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent's negligence or willful misconduct or which arise out of the breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six (6) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.

  • Additional Indemnification (a) Notwithstanding any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein.

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