Indemnification Limit Clause Samples
The Indemnification Limit clause sets a maximum cap on the amount one party must pay to indemnify the other for losses, damages, or liabilities arising from the contract. Typically, this limit is expressed as a fixed dollar amount or as a percentage of the contract value, and it applies to claims such as third-party lawsuits or breaches of representations. By establishing a clear financial boundary, this clause protects the indemnifying party from unlimited liability and helps both parties assess and manage their risk exposure under the agreement.
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Indemnification Limit. Except for the indemnification liability in the case of ▇▇▇▇▇▇'▇ intellectual property violation, under no circumstances shall the indemnification be paid by the Vendor, regardless of the cause of action, illegal act (including negligence), warranty, indemnity, or any other legal theory, exceed the total amount paid or payable under this ▇▇▇▇, during the 12 (twelve) months preceding the date of the initial claim. The User acknowledges that the limitations of liability of the Vendor established in this ▇▇▇▇ were fundamental to establishing the values stipulated herein and in the Licensing Agreement. The Vendor's liability for the service provided by a third-party provider and for damages caused by a third-party hosting provider shall not exceed the fee paid by the Customer in the twelve (12) months preceding the harmful event, limited to a maximum amount of US$50,000.00.
Indemnification Limit. Notwithstanding anything herein to the contrary, all claims for indemnification under Sections 10.2 and 10.3 are enforceable only up to an aggregate of Five Million Sixty-Five Thousand Dollars ($5,065,000).
Indemnification Limit. The Stockholder Group Members' obligation to indemnify and hold harmless the Parent Group Members under this Section 10 with respect to all Losses and Expenses incurred by Parent Group Members shall commence at such time that the aggregate amount of such Losses and Expenses equals or exceeds $125,000 (the "Indemnification Threshold") (it being understood that at such time, the Parent Group Members shall be entitled to indemnification from the Stockholder Group Members for all Losses and Expenses in excess of $0); provided, that no Loss or Expense shall be included in the calculation of such Indemnification Threshold unless such Loss or Expense exceeds $5,000 (each such Loss or Expense that is less than or equal to $5,000 shall be hereafter called a "De Minimis Expense"); provided, further, that at such time the aggregate amount of De Minimis Expenses exceeds $25,000, any and all subsequent Losses or Expenses in any amount shall be included in the calculation of the Indemnification Threshold. In addition, the parties hereby agree that the aggregate amount of Losses or Expenses that the Stockholder Group Members' shall be required to indemnify and hold harmless the Parent Group Members from and against shall be limited to:
10.1.2.1 $50,000,000 for Losses or Expenses in connection with or arising from the fraud, willful deceit or intentional misrepresentation of the Company or any of the Effective Time Stockholders;
10.1.2.2 $25,000,000 for Losses or Expenses in connection with or arising from any situation described in Sections 10.1.1.1, 10.1.1.2, 10.
Indemnification Limit. In no event shall an Indemnified Party be entitled to payment in excess of the Purchase Price for any single or aggregate claim(s) made pursuant to sections 7.1 and 7.2 above, nor shall the Indemnified Party be entitled to payment unless the aggregate claims under this Agreement exceed twenty-five thousand dollars ($25,000); provided however that when such claims aggregate $25,000, the Indemnified Party shall be entitled to receive the full amount of all such claims, not to exceed the amount of the Purchase Price.
Indemnification Limit. Notwithstanding anything to the contrary in this Agreement, the Losses recoverable from Seller by Purchaser Indemnitees or from Purchaser by Seller Indemnitees under this Agreement shall not exceed an amount equal to ▇▇▇▇▇▇▇ Money (the "Indemnification Cap Amount").
Indemnification Limit. Notwithstanding any provision of this Agreement to the contrary, except in the cases of Losses involving fraud or intentional misrepresentation, and except as provided in Section 7(c) above, the amount of Losses that any Party shall be obligated to pay pursuant to this Section 7, or otherwise in connection with the sale of the Seller Shares pursuant hereto, shall not, when combined, exceed One Hundred Thousand Dollars ($100,000). Each Party acknowledges and agrees that, except in the case of a Loss involving fraud or intentional misrepresentation, and except as set forth in Section 7(c), the right to indemnification set forth in this Section 7 shall be each Indemnitee’s sole and exclusive remedy for damages at law in (a) an action alleging breach of this Agreement, or (b) any other action arising out of the sale of the Seller Shares hereunder. Nothing herein shall preclude either Party from seeking equitable relief for any such breach.
Indemnification Limit. (a) In no event shall any Owner be required to satisfy an indemnification obligation in excess of one hundred percent (100%) of the aggregate value of the shares of RCG Common Stock (valued at the Average Trading Price) to be received by such Owner and in no event shall RCG be required to satisfy an indemnification obligation in excess of one hundred percent (100%) of the aggregate value of all of the shares of RCG Common Stock (valued at the Average Trading Price) issued as consideration hereunder.
(b) The obligations to indemnify under this Article 12 shall be satisfied solely and exclusively by means of delivery by the Indemnifying Party to the Indemnified Party of shares of RCG Common Stock whose Average Trading Price equals the amount for which the Indemnified Party is entitled to be indemnified, provided that the Owners shall be obligated to satisfy their indemnification obligation in cash to the extent that they no longer hold a sufficient number of shares of RCG Common Stock to satisfy their obligation.
Indemnification Limit. Neither Accentia nor the TEAMM Stockholders shall have any liability for indemnification pursuant to Section 8.3.2 or Section 8.3.3 for Damages in excess of $500,000 in the aggregate.
Indemnification Limit. The Beneficiary's right to indemnification under this Agreement is subject to and shall comply with the Maximum Coverage Limit established in the Indemnity Policy.
Indemnification Limit. (i) The maximum indemnification to which the Purchasers shall be entitled under the terms of the Sale Agreements shall in no event exceed an aggregate Lire 3.000.000.000 (three billion) (the "INDEMNIFICATION LIMIT") which sum may be claimed indifferently in respect of any of the Sellers.
(ii) The Sellers' obligation to indemnify the Purchasers under the terms of the Sale Agreements in respect of Loss(es) giving rise to an Indemnification Claim shall be limited to the extent to which Loss(es) exceed Lire 250.000.000 (two hundred fifty million); it being understood that in such case the Purchaser shall be indemnified only for the amount in excess of Lire 250.000.000 (two hundred fifty million) (the "INDEMNIFICATION THRESHOLD").