General Limitations on Indemnification Sample Clauses
General Limitations on Indemnification. 4.1. Notwithstanding anything to the contrary in this Agreement, the Company shall not indemnify or advance Expenses to Indemnitee: (i) with respect to a counterclaim made by the Company or in its name in connection with a claim against the Company filed by the Indemnitee; or (ii) if, when and to the extent that the Indemnitee would not be permitted to be so indemnified under Israeli law. The Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid (unless the Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, in which event the Indemnitee shall not be required to so reimburse the Company until a final judicial determination is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed) and shall not be obligated to indemnify or advance any additional amounts to the Indemnitee (unless there has been a determination by a court of competent jurisdiction that the Indemnitee would be permitted to be so indemnified under this Agreement).
4.2. Advances of expenses given to cover litigation expenses in accordance with Section 2.3 above will be repaid by Indemnitee to the Company if such investigation or proceeding has ended in a financial liability imposed in lieu of a criminal proceeding for a crime which requires a finding of criminal intent or if Indemnitee is found guilty of a crime that requires proof of criminal intent, within thirty (30) days of the court’s final decision as to which all rights of appeal therefrom have been exhausted or lapsed. Other advances will be repaid by Indemnitee to the Company within thirty (30) days from a final determination by a court as to which all rights of appeal therefrom have been exhausted or lapsed that Indemnitee is not entitled to such indemnification.
4.3. The Company undertakes that in the event of a Change in Control, the Company’s obligations under this Agreement shall continue to be in effect following such Change in Control, and the Company shall take all necessary actions to ensure that the party acquiring control of the Company shall independently undertake to continue in effect this Agreement, to maintain the provisions of the Articles of Association allowing indemnification and to indemnify the Indemnitee in the event that the Company shall not have sufficient funds ...
General Limitations on Indemnification. 3.1. If, when and to the extent that the Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid (unless the Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, in which event the Indemnitee shall not be required to so reimburse the Company until a final judicial determination is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed) and shall not be obligated to indemnify or advance any additional amounts to the Indemnitee (unless there has been a determination by a court or competent jurisdiction that the Indemnitee would be permitted to be so indemnified under this Agreement).
General Limitations on Indemnification. If, when and to the extent that the Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid (unless the Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, in which event the Indemnitee shall not be required to so reimburse the Company until a final judicial determination is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed) and shall not be obligated to indemnify or advance any additional amounts to the Indemnitee (unless there has been a determination by a court or competent jurisdiction that the Indemnitee would be permitted to be so indemnified under this Agreement). The Company undertakes that in the event of a Change in Control, the Company’s obligations under this Agreement shall continue to be in effect following such Change in Control, and the Company shall take all necessary actions to ensure that the party acquiring control of the Company shall independently undertake to continue in effect this Agreement, to maintain the provisions of the Articles of Association allowing indemnification and to indemnify Indemnitee in the event that the Company shall not have sufficient funds or otherwise shall not be able to fulfil its obligations hereunder.
General Limitations on Indemnification. The amount of any and all Damages with respect to an indemnity claim will be determined net of any amounts actually recovered by the Indemnified Parties under indemnification agreements or arrangements with third parties or under insurance policies with respect to the Damages to which such indemnity claim relates (and no right of subrogation shall accrue to any third party indemnitor or insurer hereunder) less any reasonable costs incurred in recovering such amounts from such third parties or under such insurance policies. If the amount to be netted hereunder from any payment required under Sections 6.1 or 6.2 is determined after payment of any amount otherwise required to be paid to an Indemnified Party under this Article VI, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VI had such determination been made at the time of, or prior to, such payment.
General Limitations on Indemnification. (a) An indemnifying party shall not be liable to nor required to indemnify or hold an indemnified party harmless with respect to any Loss to the extent such Loss is recoverable under insurance policies maintained by the indemnified party or its affiliates.
(b) If any Loss indemnified against under this Article XI shall result (after giving effect to any differences in the timing of recognition, payment and deductibility) in a direct or indirect Tax savings to the indemnified party or its affiliates, then the Indemnification Obligations to which such indemnified party shall be entitled hereunder shall be reduced by the amount of such Tax savings.
General Limitations on Indemnification. (a) The parties agree that their sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article 7. In no event will either party be liable to the other for consequential damages.
(b) Payments by the Sellers or Buyer pursuant to this Article 7 shall be limited to the amount of any liability or damage that remains after deducting therefrom (i) any Tax benefit to the indemnified party (as determined below), and (ii) any insurance proceeds and any indemnity, contribution or other similar payment recovered by the indemnified party from any third party with respect thereto. A Tax benefit will be considered recognized by an indemnified party for purposes hereof in the tax period in which the indemnity payment occurs and the amount of the Tax benefit will be based on the value to the indemnified party at such time and shall be determined by the indemnified party in its reasonable judgment which will include that such indemnified party is in the maximum applicable statutory tax bracket after any deductions or other allowances reportable with respect to a payment thereunder.
General Limitations on Indemnification. If, when and to the extent that a final judicial determination is made, as to which all rights of appeal therefrom have been exhausted or lapsed, the Indemnitee would not be permitted to be so indemnified as provided under this Agreement, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. Indemnitee’s obligation to reimburse the Company for any advance Expenses or other sums paid hereunder shall be unsecured and no interest shall be charged thereon.
General Limitations on Indemnification. If, when and to the extent that a final judicial determination is made, as to which all rights of appeal therefrom have been exhausted or lapsed, that the Indemnitee would not be permitted to be so indemnified as provided under this Agreement, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid.
General Limitations on Indemnification. 42 ARTICLE XII MISCELLANEOUS................................................................................. 42
General Limitations on Indemnification. Any party entitled to indemnification under this Article XI shall notify the indemnifying party in writing, and in reasonable detail, of any claim or demand made by any third party against the indemnified party for which indemnification will be sought promptly after receipt by such indemnified party of written notice of such claim or demand; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent that the indemnifying party is actually prejudiced as a result of such failure. The indemnifying party shall have the right to assume all aspects of the control, defense and settlement of any third party action, suit or proceeding which may be the subject of a claim for indemnification under this Article XI with counsel reasonably acceptable to the indemnified party except to the extent that counsel to such indemnified party advises such indemnified party in writing that it is such counsel's professional judgment that such representation would represent a conflict of interest. The indemnified party shall cooperate with the indemnifying party in the defense of any such action, including but not limited to promptly providing copies of all pleadings and documents to the indemnifying party and shall not unreasonably withhold its consent to the settlement of any claim or demand of a third party so long as such settlement obligates the indemnifying party to pay the full amount of the liability in connection with such claim or demand and unconditionally releases all such indemnified parties in connection with such claim or demand. Any separate counsel retained by an indemnified party in connection with a matter which the indemnifying party is entitled and elects to control shall be at its expense. The indemnifying party shall not be liable for any settlement effected without its prior consent which shall not be unreasonably withheld.