Indemnification Limits Clause Samples
The Indemnification Limits clause sets a cap on the amount or types of losses one party must cover if they are required to indemnify the other party under the contract. Typically, this clause specifies a maximum dollar amount, excludes certain categories of damages (such as consequential or punitive damages), or limits indemnification to specific events or timeframes. By establishing these boundaries, the clause protects the indemnifying party from unlimited financial exposure and helps both parties assess and allocate risk more predictably.
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Indemnification Limits. (a) Except for claims or Losses for breaches for Special Representations and Warranties, or covenants, agreements or obligations of Seller or Real Estate Seller which shall start at dollar one ($1.00), Purchaser shall not be entitled to indemnification pursuant to Section 10.2 with respect to any breach or misrepresentation of any representation or warranty until such time as its respective aggregate right to such indemnification exceeds One Hundred Thousand Dollars ($100,000) (it being agreed that in the event such threshold is reached and exceeded, Seller will only be liable for Losses in excess of such amount). Except for claims or Losses for breaches of the representations and warranties in Section 3.6(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate, which amount shall be the limit of the recourse of Purchaser on account of any such breach of the representations and warranties hereunder. For purposes of clarity, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in Section 3.6(a) and Section 3.21, are not subject to any limitations.
(b) Purchaser will not be entitled to indemnification pursuant to this Article X with respect to any claim or liability (i) relating to a breach by Seller of a representation or warranty before the Closing Date if Seller supplemented the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occurs; (ii) relating to any Hired Employee and (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) as a result of the employment with Purchaser of any person on and after the Closing Date or (d) any action by Purchaser subsequent to the Closing Date.
(c) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance in respect of the Business and the Purchased Assets while owned and operated by such...
Indemnification Limits. The dollar amounts of the limits de- scribed below are found in the guide- lines referred to in § 1160.1 and are based upon the statutory limits in the Arts and Artifacts Indemnity Act (20 U.S.C. 974).
Indemnification Limits. Notwithstanding anything to the contrary contained in this Agreement:
(a) no amounts shall be payable to any Indemnified Party as a result of any claim in respect of a Loss arising under clause (i) of section 8.A or under any unintentional breach, unintentional non-fulfillment or unintentional failure to perform under clause (ii) of section 8.A unless and until the aggregate amount of such Losses incurred by the Indemnified Parties is in excess of US$5,000,000, and then only to the extent of any such excess; and
(b) the maximum aggregate liability of the Shareholder and KS for Losses arising under clause (i) of section 8.A and under any unintentional breach, unintentional non-fulfillment or unintentional failure to perform under clause (ii) of section 8.A shall be equal to US$70,000,000.
(c) The foregoing limitations shall not apply to any Losses relating to or arising from (i) any intentional breach of this Agreement or fraudulent misrepresentation or action by the Shareholder or KS or (ii) any Affiliate Arrangement. For purposes of determining whether the amounts referred to in subsections (a) and (b) have been met or exceeded, any amounts paid by KS pursuant to section 5.H(a) in respect of any indemnification payments or advancement of expenses made to KS or Mrs. KS by the Corporation or one of its Subsidiaries shall be included in the calculation as if they constituted Losses indemnified under this section 8; provided that to the extent that the Acquiror is required to repay such amounts pursuant to the last sentence of section 5.H(a), any such amounts repaid shall no longer constitute a Loss under this section 8.
Indemnification Limits. 14.1 FPL and the QS shall each be responsible for its own facilities. FPL and the QS shall each be responsible for ensuring adequate safeguards for other FPL customers, FPL’s and the QS’s personnel and equipment, and for the protection of its own generating system. Subject to section 2.7 Indemnity to Company, or section 2.71 Indemnity to Company – Governmental, FPL’s General Rules and Regulations of Tariff Sheet No.6.020 each party (the “Indemnifying Party”) agrees, to the extent permitted by applicable law, to indemnify, pay, defend, and hold harmless the other party (the “Indemnifying Party”) and its officers, directors, employees, agents and contractors (hereinafter called respectively, “FPL Entities” and “QS Entities”) from and against any and all claims, demands, costs, or expenses for loss, damage, or injury to persons or property of the Indemnified Party (or to third parties) caused by, arising out of, or resulting from: (a) a breach by the Indemnifying Party of its covenants, representations, and warranties or obligations hereunder; (b) any act or omission by the Indemnifying Party or its contractors, agents, servants or employees in connection with the installation or operation of its generation system or the operation thereof in connection with the other Party’s system; (c) any defect in, failure of, or fault related to, the Indemnifying Party’s generation system; (d) the negligence or willful misconduct of the Indemnifying Party or its contractors, agents, servants or employees; or (e) any other event, act or incident, including the transmission and use of electricity, that is the result of, or proximately caused by, the Indemnifying Party or its contractors, agents, servants or employees.
14.2 Payment by an Indemnified Party will not be a condition precedent to the obligations of the Indemnifying Party under Section 14. No Indemnified Party under Section 14 shall settle any claim for which it claims indemnification hereunder without first allowing the Indemnifying Party the right to defend such a claim. The Indemnifying Party shall have no obligations under Section 14 in the event of a breach of the foregoing sentence by the Indemnified Party. Section 14 shall survive termination of this Agreement.
Indemnification Limits. Neither party shall be required to make any indemnification payment pursuant to this Section 8 until such time as the total amount of all Damages that have been directly suffered or incurred by such party exceeds US $25,000. Neither party shall be required to make any payment with respect to such Damages or matters within the scope of these indemnifications to the extent that all indemnification payments made would exceed Five Million US Dollars (US $5,000,000).
Indemnification Limits. (a) Subject to the remainder of this Section 8.5 and except for fraud, the indemnification provisions set forth in this Article 8 shall be the sole and exclusive remedy for the Indemnified Party for a breach of any representation, warranty or covenant by the Indemnifying Party and shall be in lieu of any rights the Indemnified Party may have under law or in equity with respect to any such breaches or otherwise. Except for claims based on fraud or claims under Section 8.2(d), the maximum aggregate liability of all Stockholders under Section 8.2 shall be limited to fifty percent (50%) of the Merger Consideration actually paid to the Stockholders (the “Maximum Amount”). Parent and the Stockholders shall each be responsible for one-half of any Damages resulting from Section 8.2(d) in excess of the Five Hundred Thousand Dollars ($500,000), which initial amount shall be the obligation of Parent and Surviving Corporation; provided however, in no event shall the maximum aggregate liability of all Stockholders under Section 8.2(d), exceed Five Million Dollars ($5,000,000) (the “Maximum Interference Liability”). If Parent receives any damages or amounts in settlement from Conceptus as a result of the Interference Requests, Parent and the Stockholders shall share equally in such damages or amounts received in settlement. Any claim for indemnification pursuant to Section 8.2(d) must be made by the end of the Contingent Period. If any such claim is not made by the end of the Contingent Period, the Stockholders shall not have any further liability under Section 8.2(d). If Parent receives any damages or amounts in settlement as a result of the Musket Litigation, the Stockholders shall be entitled to all such damages or amounts received in settlement. The maximum liability of each particular Stockholder, including the Principal Stockholders, as an Indemnifying Party under Section 8.2 shall be limited to such Stockholder’s interest in the Escrow Fund and the Contingent Merger Consideration, if any; provided that no Stockholder shall be required to refund to Parent any Merger Consideration that has been previously distributed to such Stockholder. Except for claims based on fraud or related to the Parent’s failure to pay the Merger Consideration under Sections 1.8 and 1.9, the maximum aggregate liability of Parent and the Surviving Corporation under Section 8.3 shall be limited to an amount equal to fifty percent (50%) of the Merger Consideration.
(b) Except as expressly pro...
Indemnification Limits. (a) With respect to Buyer Indemnified Representation Costs arising out of a breach of representations and warranties of Seller other than the Seller Exclusions, Seller shall only be obligated to indemnify Buyer Indemnified Parties pursuant to this ARTICLE 8 for an amount in the aggregate of up to Fifteen Percent (15%) of the Purchase Price, as may be adjusted (the "Regular Cap").
(b) With respect to Buyer Indemnified Costs, including those arising out of a breach of the representations and warranties of Seller identified as the Seller Exclusions, Seller shall only be obligated to indemnify Buyer Indemnified Parties pursuant to this ARTICLE 8 for an amount in the aggregate of up to the Purchase Price, as may be adjusted (the "Exclusions Cap").
(c) With respect to Seller Indemnified Representation Costs arising out of a breach of representations and warranties of Buyer other than the Buyer Exclusions, Buyer shall only be obligated to indemnify Seller Indemnified Parties pursuant to this ARTICLE 8 for an amount in the aggregate of up to the Regular Cap.
(d) With respect to Seller Indemnified Costs, including those arising out of a breach of the representations and warranties of Buyer identified as the Buyer Exclusions, Buyer shall only be obligated to indemnify Seller Indemnified Parties pursuant to ARTICLE 8 for an amount in the aggregate of up to the Exclusions Cap.
Indemnification Limits. (a) Except for fraud, the indemnification provisions set forth in this Article 4 shall be the exclusive remedy for the Indemnified Party for a breach of any representation, warranty or covenant by the Indemnifying Party and shall be in lieu of any rights the Indemnified Party may have under law or in equity with respect to any such breaches or otherwise. The liability of each party as an Indemnifying Party hereunder shall not exceed $1,000,000 in the aggregate (the "Maximum Amount").
(b) Except for fraud, none of Seller, Parent or Buyer, as the case may be, will be entitled to indemnification for any Damages under this Article 4 unless the aggregate of all Damages is more than Fifty Thousand Dollars ($50,000) (the "Basket Amount"). When the aggregate amount of all such Damages hereunder equals or exceeds the Basket Amount, Buyer, Seller or Parent, as the case may be, will be entitled to full indemnification of all claims, including the Basket Amount. The parties hereto agree that the Basket Amount is not a deductible amount, nor that the Basket Amount will be deemed to be a definition of "material" for any purpose in this Agreement.
Indemnification Limits. (a) Except as expressly provided otherwise herein, neither the Purchaser nor the Company will be entitled to indemnification under this Article 8 unless the aggregate of all Damages is more than Seventy-Five Thousand Dollars ($75,000) (the "Basket Amount"). When the aggregate amount of all such Damages hereunder equals or exceeds the Basket Amount, the Purchaser or the Company, as the case may be, will be entitled to full indemnification of all claims, including the Seventy-Five Thousand Dollars ($75,000) that amounted to the Basket Amount. The parties hereto agree that the Basket Amount is not a deductible amount, nor that the Basket Amount will be deemed to be a definition of "material" for any purpose in this Agreement.
(b) Except as set forth in section 8.6(c): (i) the Company's liability under Section 8.3 shall be limited to the total amount of the Initial Payment and the Contingent Payment that the Company has paid or becomes obligated to pay under Section 1.4; (ii) each Principal Shareholder's liability for an indemnification obligation of the Company under Section 8.3 shall be limited to the portion of the Initial Payment and the Contingent Payment that such Principal Shareholder has received or becomes entitled to receive under Section 1.4 (the "Maximum Amount"); and (iii) no Principal Shareholder shall have any liability under Section 8.3 for any breach by another Principal Shareholder of any representation, warranty or covenant in this Agreement.
(c) If any of the Principal Shareholders or the Company have breached a representation, warranty, covenant or agreement, and such breach constitutes fraud, the person who committed such fraud will promptly pay the Purchaser the full indemnification claim without regard to the Basket Amount or the Maximum Amount set forth in this Section 8.6.
Indemnification Limits. In the case of fraud or willful misconduct by Buyer or Sellers, the indemnification amount will be determined by a court of law. In the event of breach by Sellers of any of their representations, warranties and covenants relating to the Mineral Leases, then as soon as reasonably possible, Sellers promise to replace any defective Mineral Lease with a mineral lease having the same or greater value as the Mineral Lease being replaced, and the Buyer promises to assign the defective mineral lease back to Sellers. In the event the parties disagree on what is a comparable replacement, the final determination will be made by a mutually agreed upon consulting geologist. If the Sellers are unable to replace the defective Mineral Lease, then the indemnification amount will be limited to the cash value of the lease at the time of closing. For all other breaches triggering indemnification by Buyer or Sellers, the amount of indemnification liability will be limited to one million dollars in the aggregate.