Limitation on Indemnification Obligations. (a) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HFC Entities in Article III, the definition of HFC Entities shall be deemed to mean solely (i) the HFC Entity or HFC Entities that own or operate, or owned or operated immediately prior to the transfer to the HEP Entities, the Retained Asset, Transferred Asset or other property in question with respect to which indemnification is sought by reason of such HFC Entity’s or HFC Entities’ ownership or operation of the Retained Asset, Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HEP Entities for which it is entitled to indemnification under Article III and (ii) HFC.
(b) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HEP Entities in Article III, the definition of HEP Entities shall be deemed to mean solely (i) the HEP Entity or HEP Entities that own or operate, or previously owned or operated, the Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HFC Entities for which they are entitled to indemnification under Article III, (ii) HEP and (iii) Operating Partnership.
(c) For the avoidance of doubt, any indemnification obligations of the HFC Entities in Article III with respect to any indemnifiable losses incurred by or attributable to the UNEV Pipeline shall be (i) limited to an amount that is the product of (x) the amount of such losses, multiplied by (y) HEP UNEV’s direct or indirect percentage ownership interest in the UNEV Pipeline at the time such losses were incurred and (ii) payable to, for the benefit of and recoverable solely by HEP UNEV or any HEP Entity designated by HEP UNEV (and not by UNEV Pipeline, LLC).
Limitation on Indemnification Obligations. Seller shall have no obligation to indemnify any Purchaser Indemnitee pursuant to Section 8.1(a), and Purchaser shall have no obligation to indemnify Seller Indemnitee pursuant to Section 8.2(a), in each case in respect of any specific indemnified Loss arising out of a breach of a representation or warranty unless the aggregate of all such Losses suffered by Purchaser Indemnitees or Seller Indemnitees, as the case may be, relating thereto exceeds fifty thousand dollars ($50,000) multiplied by the LLC Percentage (the "Indemnification Deductible"), and then Purchaser Indemnitees or Seller Indemnitees, as the case may be, shall be entitled to be indemnified for all such Losses in excess of the Indemnification Deductible; provided, however, that neither Purchaser Indemnitees nor Seller Indemnitees, as the case may be, shall be entitled to be indemnified for such Losses arising out of the breach of such representations and warranties to the extent such Losses exceed, in the aggregate, the Purchase Price plus the transaction costs and expense related to this Agreement plus the costs and expenses incurred to enforce the rights to such indemnification (the "Cap"); and provided, further, Seller's obligation to indemnify Purchaser Indemnitees pursuant to Section 8.1(a) on account of a breach by Seller of its representations and warranties made pursuant to Sections 3.1.2, 3.1.6, 3.1.7, 3.2.12, or 3.2.16, shall not be subject to or reduced by the Indemnification Deductible or the Cap. In addition, neither Seller's obligation to indemnify Purchaser Indemnitees pursuant to Sections 8.1(b), 8.1(c), 8.1(d) or 8.1(e) nor Purchaser's obligation to indemnify Seller Indemnitees pursuant to Sections 8.2(b) or 8.2(c), as applicable, shall be subject to or reduced by the Indemnification Deductible or the Cap.
Limitation on Indemnification Obligations. The parties’ indemnification obligations pursuant to the provisions of paragraph 7 are subject to the following limitations:
Limitation on Indemnification Obligations. (i) All representations and warranties of the Seller and the Buyer contained in this Agreement, other than any intentional misrepresentation (which shall not be subject to any survival period), the representations and warranties of the Seller in Sections 3(b)(ix) and 3(a)(vii) and any representation and warranty of the Buyer pursuant to Section 6(b), shall survive the Closing and continue in full force and effect for a period of 18 months thereafter. Each of the representations and warranties of the Seller contained in Section 3(b)(ix) and any representation and warranty of the Buyer pursuant to Section 6(b) shall survive the Closing and continue in full force and effect until thirty days after the expiration of the statute of limitations applicable to the subject thereof. Each of the representations and warranties of the Seller contained in Section 3(a)(vii) shall survive the Closing and continue in full force and effect thereafter. A claim by a Buyer Indemnitee or a Seller Indemnitee for indemnification under Section 8(b)(i) or 8(c)(i), respectively, shall be ineffective unless such Person delivers a written claim for indemnification within the survival period specified in this Section 8(d)(i) as applicable to the representation or warranty that is the subject of such claim.
(ii) Notwithstanding anything to the contrary contained herein, (A) the Buyer Indemnitees shall only be entitled to indemnification pursuant to Section 8(b)(i) once the aggregate amount otherwise payable to the Buyer Indemnitees pursuant to such Section exceeds an amount equal to $5,000,000 (the "Threshold Amount"), and after such aggregate amount exceeds such dollar amount the Buyer Indemnitees shall be entitled to seek indemnification only for indemnification claims above the Threshold Amount, and (B) the indemnification to which the Buyer Indemnitees are entitled pursuant to Section 8(b)(i) shall be subject to an aggregate ceiling equal to $125,000,000; provided that such Threshold Amount and such ceiling shall not apply to any breaches of representation and warranties contained in Sections 3(b)(ix) or 3(a)(vii) or to any intentional misrepresentation.
Limitation on Indemnification Obligations. The indemnification ----------------------------------------- provided for in Article 8 and Article 12 shall be subject to the following limitations:
(i) Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be made pursuant to this Agreement (other than pursuant to Sections 1.2, 6.4, 6.11 and 6.14 and Article 7 hereof) except to the extent that the amounts which would otherwise be payable under this Agreement (other than pursuant to Sections 1.2, 6.4, 6.11 and 6.14 and Article 7 hereof) would collectively aggregate at least $100,000 (the "Minimum Amount") and such Minimum Amount shall be deducted from the -------------- aggregate amount payable under such provisions;
(ii) In no event shall the Sellers have any obligation or liability to pay any amounts pursuant this Agreement (other than pursuant to Sections 1.2, 6.4 and 6.11 and Article 7 hereof) in excess of $6,400,000; provided that in no event shall the Sellers be obligated to pay -------- more than $2,560,000 with respect to claims made under this Agreement (other than pursuant to Sections 1.2 and 6.4 and Article 7 hereof) by a Buyer Indemnitee on or after 180 days after the Closing Date;
(iii) Notwithstanding anything herein to the contrary, the Buyer shall have no right to any indemnification under this Article 12 for any matter to the extent (i) the Net Worth of the Company was reduced because of such matter and either Buyer did not dispute the amount of the reduction in the Audited Closing Balance Sheet or the dispute as to the amount of the reduction was resolved pursuant to Section 1.2, or (ii) the matter relates to whether any item of Equipment was Rental Ready or missing or the fair market value or cost of repair or replacement of any item of Equipment and such matter was not disputed or was disputed in determining the amounts payable under Section 6.14 and resolved as contemplated by Section 6.14;
(iv) In no event shall the Sellers be liable for loss of profits or consequential damages; and
(v) Notwithstanding anything in this Agreement to the contrary, the Sellers shall not be obligated to indemnify the Buyer Indemnities with respect to any Losses to the extent of (A) any proceeds received in connection with such Losses by the Company or any Subsidiary of the Company under any insurance policy of the Company or any Subsidiary of the Company in effect on the Closing Date (including, without limitation, the insurance policy described in Section 6.12 to b...
Limitation on Indemnification Obligations. An Indemnified Party shall not be entitled to recover from an Indemnifying Party any amounts under this Section 7.07 until the total amount under which the Indemnified Party would seek a recovery exceeds the sum of $50,000 (the "THRESHOLD Amount"), and then the Indemnified Party may recover the Threshold Amount and any sums which are in excess of the Threshold Amount, but in no event may the Indemnified Party be entitled to an amount in excess of the sum of the Purchase Price.
Limitation on Indemnification Obligations. (a) All representations and warranties made by any party to this Agreement shall survive the Closing for a period of twelve (12) months (the "Survival Period").
(i) The Indemnified Party shall only be entitled to indemnification pursuant to Article VI hereof once such Indemnified Party's aggregate claims for indemnification exceed seventy five thousand U.S. dollars (U.S. $75,000), but after such claims exceed such amount, the Indemnified Party shall be entitled to seek indemnification for all indemnification claims in excess of fifty thousand U.S. dollars (U.S. $50,000) of Damages; and (ii) the indemnification obligations of each party shall be limited to an amount equal to sixty-five percent (65%) of the Purchase Price in the aggregate. No party shall be entitled to indemnification for Damages arising from the breach of any representation or warranty if such party had actual knowledge of such breach or inaccuracy prior to the Closing.
Limitation on Indemnification Obligations. (a) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HFC Entities in Article III, the definition of HFC Entities shall be deemed to mean solely (b) the HFC Entity or HFC Entities that own or operate, or owned or operated immediately prior to the transfer to the HEP Entities, the Retained Asset, Transferred Asset or other property in question with respect to which indemnification is sought by reason of such HFC Entity’s or HFC Entities’ ownership or operation of the Retained Asset, Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HEP Entities for which it is entitled to indemnification under Article III and (c)
Limitation on Indemnification Obligations. Except as provided in the last clause of this sentence, an Indemnified Party shall not be entitled to recover any indemnification obligation pursuant to this Article 9 unless and until the total indemnification obligations for which such Indemnified Party could seek recovery hereunder exceeds the sum of Twenty-Five Thousand Dollars ($25,000) in the aggregate (the "Threshold Amount"). In the event such aggregate indemnification obligations exceed the Threshold Amount, such Indemnified Party shall be entitled to recover only the amount by which such aggregate indemnification obligations exceed the Threshold Amount. In no event may an Indemnified Party be entitled to recover an identification obligation under this Article 9 in excess of Five Hundred Thousand Dollars ($500,000) (the "Indemnity Amount"). Notwithstanding anything to the contrary contained herein, any indemnification payments made to Security National Life pursuant to this Article 9 shall be net of related tax effects and net of insurance proceeds received or to be received by Security National Life on account of such indemnification claim.
Limitation on Indemnification Obligations. The indemnification obligations set forth in Sections 12.02 and 12.03 shall not apply unless the total amount of Damages incurred either by GDSC's Indemnified Persons or by Shareholders (as the case may be) exceeds $500,000 in the aggregate, as a result of all matters giving rise to rights to indemnification under those Sections. In the event that the amount of Damages exceeds that threshold, GDSC's Indemnified Persons or Shareholders (as the case may be) shall be entitled to indemnification for the full amount of all Damages for which indemnification is to be provided under Section 12.02 or 12.03, except that the indemnification obligations set forth in Sections 12.02 or 12.03 shall not exceed $6,250,000 under either Section.
