Common use of Indemnification Limits Clause in Contracts

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.