Limitations on Indemnification Clause Samples
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Limitations on Indemnification. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:
Limitations on Indemnification. Purchaser, the Company, Newco, the Surviving Corporation and the other Persons or entities indemnified pursuant to Section 10.1 shall not assert any claim for indemnification hereunder against the Seller until such time as, the aggregate of all claims (exclusive of fees and expenses) which such persons may have against the Seller shall exceed $47,500 (the "Indemnification Threshold"), whereupon such claims shall be indemnified in full. The Seller shall not assert any claim for indemnification hereunder against Purchaser, the Company, Newco or the Surviving Corporation until such time as, the aggregate of all claims which the Seller may have against Purchaser, the Company, Newco or the Surviving Corporation shall exceed $47,500, whereupon such claims shall be indemnified in full. The limitation or assertion of claims for indemnifications contained in this paragraph shall apply only to claims based upon inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the transaction contemplated by this Agreement. No person shall be entitled to indemnification under this Article 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, the Seller shall not be liable under this Article 10 or otherwise for an amount which exceeds the amount of proceeds received by the Seller in connection with the transactions contemplated herein. For purposes of the foregoing limitation, the DocuNet Common Stock shall be valued at the Initial Public Offering Price. No claim under this Article 10 shall be made unless an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as applicable) has been given prior to the applicable survival period, if applicable.
Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company:
(a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate;
(b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance;
(c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation;
(d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;
(e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or...
Limitations on Indemnification. (a) Notwithstanding anything to the contrary in Sections 13.1 or 13.2 hereof, each of the Purchaser Indemnified Parties and Seller Indemnified Parties, as the case may be, shall be entitled to recover for any Claim relating to any breach or inaccuracy of any representation or warranty pursuant to Sections 4 and 5 hereof only to the extent that the aggregate amount of such Claims exceed $200,000 (the “Basket”), in which case the indemnification obligations shall apply to the total amount of such Claims (including the Basket); provided, however, that the Basket shall not apply to any Claims for breaches or inaccuracies of representations and warranties contained in Sections 4.1 and 5.1 (authority), and 4.15 (environmental) hereof. In no event shall the aggregate indemnification obligations of the Purchaser, on the one hand, or Seller, on the other hand, under Sections 13.1 or 13.2 in respect of any and all Claims relating to any breaches or inaccuracies of any representations or warranties pursuant to Sections 4 and 5 hereof exceed fifty percent (50%) of the Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to any Claims for breaches or inaccuracies of representations and warranties contained in Sections 4.1 and 5.1 (authority), 4.9 (title), and 4.15 (environmental) hereof, or for any Claims based in fraud, willful misrepresentation or willful breach. In addition, Purchaser shall be prohibited to make any Claims for indemnification hereunder to the extent Purchaser had actual Knowledge of a breach of any representation or warranty made by Seller in this Agreement prior to the Closing but proceeded to Closing notwithstanding such Knowledge.
Limitations on Indemnification. (a) A Party may assert a claim for indemnification hereunder only to the extent the Indemnitee gives notice of such claim to the Indemnifying Party in accordance with Section 9.3 prior to the expiration of the applicable survival period with respect to the representation, warranty or covenant on which such claim is based, if any, set forth in Section 9.1.
(b) Notwithstanding any other provision of this Article IX:
(i) Except as provided in Section 9.4(b)(iii), in no event shall either Party be liable for indemnification pursuant to Section 9.2(a)(i), Section 9.2(a)(iv) or Section 9.2(b)(i) hereof (i) for any item or items arising out of the same facts, events or circumstances where the Indemnifiable Loss relating thereto is less than $100,000 and (ii) in respect of each individual item where the Indemnifiable Loss relating thereto is equal to or greater than $100,000, unless and until the aggregate of all Indemnifiable Losses which are incurred or suffered by the Buyer Indemnitees or Seller Indemnitees, respectively, exceeds 2% of the Purchase Price, in which case the Buyer Indemnitees or Seller Indemnitees, as applicable, shall be entitled, subject to Section 9.4(b)(ii), to indemnification for (A) 50% of all such Indemnifiable Losses up to 2% of the Purchase Price and (B) all such Indemnifiable Losses in excess of 2% of the Purchase Price. All Indemnifiable Losses arising under Section 9.2(a)(iv) shall be deemed to be a single item for purposes of the foregoing.
(ii) Except as provided in Section 9.4(b)(iii), neither Seller nor Buyer shall be required to make payments for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i), respectively, in an aggregate amount in excess of twelve and on-half percent (12.5%) of the Purchase Price.
(iii) The limitations specified in Section 9.4(b)(i) and Section 9.4(b)(ii) shall not apply to Indemnifiable Losses arising out of any breach of any of the representations and warranties in Sections 5.1, 5.2, 5.8, 5.13, 5.17, 6.1, 6.2, or 6.5, but in no case shall either Seller or Buyer be required to make payments for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i), respectively, in an aggregate amount in excess of one hundred percent (100%) of the Purchase Price.
(c) Notwithstanding anything contained in this Agreement to the contrary, except for the representations and warranties expressly contained in Article V and the Seller Disclosure Schedules, neither Seller nor any other Person is making...
Limitations on Indemnification. (A) The indemnifications provided for in Sections 10.1(a) and 10.2(a) shall be subject to the following limitations:
(1) The Seller shall not be obligated to pay any amounts for indemnification under Section 10.1(a) (except those based upon, arising out of or otherwise in respect of Sections 3.1(b), 3.1(c), 3.2, 3.3, 3.9, and 3.17 (with respect to amounts for indemnification other than relating to real property) (collectively, the "Basket Exclusions")) until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals $1,000,000 (the "Basket Amount"), whereupon the Seller shall be obligated to pay all amounts in excess of $1,000,000 for indemnification in full up to the limits set forth in clause (3) below.
(2) The Seller shall be obligated to pay the Basket Exclusions in full without regard to the individual or aggregate amounts thereof and without regard to whether the aggregate of such indemnification payments shall have exceeded, in the aggregate, the Basket Amount.
(3) The Seller shall not be obligated to pay any amount for indemnification under Section 10.1(a) (except in respect of Sections 3.1(b), 3.1(c), 3.2, and 3.9 for all of which exceptions there is no limit of liability) in excess of $28,250,000 (the "Cap").
(4) The Buyer shall not be obligated to pay any amounts for indemnification under Section 10.2(a) until the aggregate indemnification payments equal $1,000,000, whereupon the Buyer shall be obligated to pay all amounts in excess of $1,000,000 for indemnification not in excess of the Cap.
(5) Except with respect to claims or causes of action based on fraud, the indemnification provided for in this Section 10 shall be the exclusive right and remedy with respect to any claim or cause of action based upon, relating to or arising out of an inaccuracy in or breach of any representation or warranty contained in this Agreement, whether such claim or cause of action arises out of any contract, tort or otherwise and no such claim or cause of action shall be enforceable unless made in accordance with the procedures, and within the time periods, set forth in this Section 10.
(6) Notwithstanding the above, if indemnification of any Losses results in a current deduction, credit or other tax benefit to the Indemnitee under federal or state tax law, the amount indemnifiable under this Section 10 shall be reduced to reflect such current tax benefit; provided, however, that to the extent that any such tax benefit will not be realized u...
Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment.
(b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6.
(c) The amount of i...
Limitations on Indemnification. (a) In no event shall the cumulative indemnification obligations of the Sellers under Sections 10.2(a) and 11.3, on the one hand, or the Buyer under Section 10.2(b), on the other hand, in the aggregate exceed the Escrow Amount (the “Cap”).
(b) Notwithstanding anything in this Agreement to the contrary, no indemnification claims for Losses shall be asserted by the Seller Indemnitees or the Buyer Indemnitees, respectively, under Article X for breaches of representations and warranties unless the aggregate amount of Losses that would otherwise be payable under Section 10.2(a)(i), 10.2(a)(iii), or Section 10.2(b)(i), respectively, exceed an amount equal to $3,750,000 (the “Deductible Amount”), whereupon the Seller Indemnitee or the Buyer Indemnitee, as the case may be, shall be entitled to receive only amounts for Losses in excess of the Deductible Amount up to the Cap; provided, that any and all breaches of the Specified Representations shall not be subject to the Deductible Amount, but instead shall be recoverable from “dollar one”. If any claims for indemnification by the Seller Indemnitees or the Buyer Indemnitees relating to any single matter or series of related or similar matters that is indemnifiable under Section 10.2(a)(i) or 10.2(a)(iii), or Section 10.2(b)(i) or 11.3, respectively, results in aggregate Losses to the Seller Indemnitees or the Buyer Indemnitees, as the case may be, that do not exceed $50,000, such Losses shall not be eligible for indemnification under this Article X or Article XI, and shall not be considered in the calculation of Deductible Amount; provided, that any and all breaches of the Specified Representations shall not be subject to the provisions of this sentence.
(c) The cumulative indemnification obligations of the Sellers under this Article X and Article XI shall be recoverable solely and exclusively from the Escrow Fund (as shall be reduced from time to time in accordance with the Escrow Agreement and to reflect payments, if any, made from time to time from the Escrow Fund in accordance with the terms and conditions of the Escrow Agreement). No claims for indemnification may be made after the Indemnification Period. The limitations described above in this Section 10.3 shall not apply to Losses arising from or in connection with any breach of Section 7.11 or 12.15.
(d) Under no circumstances shall any Indemnitee be entitled to be indemnified pursuant to this Article X or Article XI or otherwise liable hereunder or otherwis...
Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.
Limitations on Indemnification. (a) If a person claiming indemnification under this Section (an "Indemnitee") against any person (an "Indemnifying Party") recovers from any third party (including insurers) all or any part of any amount paid to it by an Indemnifying Party pursuant to Section 10.01 or 10.02 hereof, such Indemnitee will promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery, including any Taxes and net of any Tax benefit resulting from such recovery and payment), but not in excess of any amount previously so paid by the Indemnifying Party. If an Indemnitee recovers from any third party (including insurers) any amount as to which indemnification may be claimed pursuant to Section 10.01 or 10.02 hereof, such Indemnitee will have no right to claim indemnification for such amount from the Indemnifying Party.
(b) The Indemnitee shall prosecute diligently and in good faith any claim for indemnification with any applicable third party (including insurers) prior to collecting any indemnification payment pursuant to Section 10.01 or 10.02 hereof.