Survival; Limits on Indemnification Sample Clauses

Survival; Limits on Indemnification. Except for any claims for breach of the representations and warranties of Sellers under Sections 3.8 and 3.13 hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations plus 60 days and if so made, such claims shall continue after such date until finally resolved and made), the right to make claims for indemnification by the Buyer Indemnified Parties or the Seller Indemnified Parties provided under this Article VII for breaches of representations and warranties contained herein shall expire fourteen months following the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved and except for claims based on third-party infringement Intellectual Property Claim, which will not be subject to time limits). Sellers shall not be obligated to pay any amounts for indemnification under this Article VII for breaches of Sellers’ representations and warranties contained in Article III until the aggregate indemnification obligation sought by the Buyer Indemnified Parties hereunder exceeds $30,000, whereupon Sellers shall be liable for all amounts for which indemnification may be sought for such breaches of Sellers’ representations of warranties up to a maximum indemnification for all claims paid by Sellers equal to the Purchase Price. Buyer shall not be obligated to pay any amounts for indemnification under this Article VII for breaches of its representations contained in Article IV until the aggregate indemnification obligation sought by the Seller Indemnified Parties hereunder exceeds $30,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought for breaches of its representations and warranties up to a maximum indemnification for all claims paid by Buyer equal to the Purchase Price. Notwithstanding the foregoing, the Buyer Indemnified Parties shall be entitled to indemnification at any time for all damages based on (i) fraud, (ii) with respect to any unpaid or past due Taxes of Sellers related to the Business, (iii) the Excluded Liabilities or (iv) amounts due by Seller on the Proration Statement pursuant to Section 2.8 without regard to any time limits or aggregate or threshold amounts, and Buyer Indemnified Parties shall be entitled to all damages based on a breach of Section 3.10(b) hereof without regard to any threshold amounts. Each Party’s sole and exclusive monetary remedy against the other parties for any ma...
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Survival; Limits on Indemnification. (a) The parties agree that, regardless of any investigation made by the parties, the representations, warranties, covenants and agreements of the parties contained in this Agreement shall survive the execution and delivery of this Agreement for a period beginning on the date hereof and ending at 5:00 p.m., California time, on the date that is eighteen (18) months after the Closing Date; provided, however, that -------- ------- (x) Seller's representations and warranties relating to Tax matters and title to the Purchased Assets shall survive until the expiration of the applicable statutes of limitations with respect thereto, (y) Seller's representation and warranty set forth in
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Related to Survival; Limits on Indemnification

  • 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:

  • 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:

  • Limitations on Indemnification No payments pursuant to this Agreement shall be made by the Company:

  • Limitation on Indemnification Any indemnification provided under this Section 14 shall be recoverable only out of the assets of the Company and not from the Members.

  • Certain Limitations on Indemnification (a) Notwithstanding anything to the contrary contained herein:

  • 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.

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

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