Common use of Indemnity Limits Clause in Contracts

Indemnity Limits. Notwithstanding anything herein to the contrary: 8.6.1 ASSIGNOR shall not be required to indemnify ASSIGNEE with respect to any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Sections 7.2.1(b), (c) or (d) unless ASSIGNEE has provided ASSIGNOR with a Claim notice pursuant to Section 8.5 within two (2) years after the Closing Date; 8.6.2 ASSIGNOR shall not be required to indemnify ASSIGNEE pursuant to Section 8.4 for any individual Claim of less than $50,000, other than any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Section 7.2.1(g), which shall not be subject to such limitation; 8.6.3 ASSIGNOR shall not be required to indemnify ASSIGNEE pursuant to Section 8.4.1 for any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Section 7.2.1(e) unless the aggregate amount of such Claims exceeds one and a half percent (1½%) of the Purchase Price; provided, that once the aggregate amount of such Claims exceeds such amount, ASSIGNOR shall be required to indemnify ASSIGNEE for all such Claims; 8.6.4 ASSIGNOR shall not be required to indemnify ASSIGNEE pursuant to Section 8.4.1 for any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Section 7.2.1(e) to the extent that the aggregate amount of such Claims exceeds fifty percent (50%) of the Purchase Price; 8.6.5 ASSIGNEE shall not be required to indemnify ASSIGNOR pursuant to Section 8.3 for any individual Claim of less than $50,000, other than any Claim arising from ASSIGNEE’s Assumed Obligations pursuant to Section 7.1.1(g), which shall not be subject to such limitation; 8.6.6 From and after the Closing, terms and provisions of this Article 8 shall be (a) ASSIGNEE’s sole and exclusive remedy for any Claims caused by, resulting from, or incidental to ASSIGNOR’s Retained Obligations and (b) ASSIGNOR’s sole and exclusive remedy for any Claims caused by, resulting from, or incidental to ASSIGNEE’s Assumed Obligations; and 8.6.7 Except with respect to ASSIGNOR’s Retained Obligations or ASSIGNEE’s Assumed Obligations, nothing contained in this Agreement (other than the survival provision in Section 11.4) shall prohibit ASSIGNOR or ASSIGNEE from bringing a breach of contract claim against the other party related to any breach of any representation or warranty or any covenant or agreement made by such party in this Agreement (or in any certificate delivered by such party or its representatives at the Closing).

Indemnity Limits. Notwithstanding anything herein (a) Indemnification claims shall be reduced, by and to the contrary:extent, that an indemnitee shall actually receive proceeds under insurance policies, or similar arrangements specifically as a result of, and in compensation for, the subject matter of an indemnification claim by such indemnitee. 8.6.1 ASSIGNOR shall (b) Purchaser will not be required entitled to indemnify ASSIGNEE indemnification pursuant to Section 12.2 and Sellers will not be entitled to indemnification pursuant to Section 12.3 with respect to any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Sections 7.2.1(b), (c) breach or (d) unless ASSIGNEE has provided ASSIGNOR with a Claim notice pursuant to Section 8.5 within two (2) years after the Closing Date; 8.6.2 ASSIGNOR shall not be required to indemnify ASSIGNEE pursuant to Section 8.4 for any individual Claim of less than $50,000, other than any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Section 7.2.1(g), which shall not be subject to such limitation; 8.6.3 ASSIGNOR shall not be required to indemnify ASSIGNEE pursuant to Section 8.4.1 for any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Section 7.2.1(e) unless the aggregate amount of such Claims exceeds one and a half percent (1½%) of the Purchase Price; provided, that once the aggregate amount of such Claims exceeds such amount, ASSIGNOR shall be required to indemnify ASSIGNEE for all such Claims; 8.6.4 ASSIGNOR shall not be required to indemnify ASSIGNEE pursuant to Section 8.4.1 for any Claim arising from ASSIGNOR’s Retained Obligations pursuant to Section 7.2.1(e) to the extent that the aggregate amount of such Claims exceeds fifty percent (50%) of the Purchase Price; 8.6.5 ASSIGNEE shall not be required to indemnify ASSIGNOR pursuant to Section 8.3 for any individual Claim of less than $50,000, other than any Claim arising from ASSIGNEE’s Assumed Obligations pursuant to Section 7.1.1(g), which shall not be subject to such limitation; 8.6.6 From and after the Closing, terms and provisions of this Article 8 shall be (a) ASSIGNEE’s sole and exclusive remedy for any Claims caused by, resulting from, or incidental to ASSIGNOR’s Retained Obligations and (b) ASSIGNOR’s sole and exclusive remedy for any Claims caused by, resulting from, or incidental to ASSIGNEE’s Assumed Obligations; and 8.6.7 Except with respect to ASSIGNOR’s Retained Obligations or ASSIGNEE’s Assumed Obligations, nothing contained in this Agreement (other than the survival provision in Section 11.4) shall prohibit ASSIGNOR or ASSIGNEE from bringing a breach of contract claim against the other party related to any breach misrepresentation of any representation or warranty until such time as its respective aggregate right to such indemnification exceeds $50,000 after which, Purchaser or Sellers will be entitled to such indemnification in excess of such $50,000 threshold, and provided that with regard to indemnification of Purchaser with respect to Environmental Liabilities and Costs (including those under Section 5.26), Taxes, claims relating to a breach of Section 1.5(xiv) or Section 3.18 (with respect to the payment of product liability insurance premiums thereunder) hereof and claims made under the Supply Agreement, Purchaser will be entitled to indemnification without regard to the $50,000 threshold. The amount of indemnification to which Purchaser shall be entitled pursuant to this Article XII shall first be drawn from the amount held in escrow under the Escrow Agreement and thereafter, from the capital resources of Sellers. (c) Purchaser shall have the right to offset indemnification amounts due it pursuant to this Agreement against payments due to Sellers pursuant to this Agreement or any covenant Contract (other than the Supply Agreement) with or agreement made by such party in this Agreement amounts due to Sellers. In addition, Sellers' Liabilities under Section 12.2 and Purchaser's liabilities under Section 12.3 shall each be limited to $2,500,000 (or other than for Claims which relate in any certificate delivered by such party manner to Sellers' direct or its representatives indirect handling, transportation or disposal of any Contaminants at the ClosingBarceloneta Landfill located in Barceloneta, Puerto Rico, Seller's compliance with the provisions of Section 5.26 hereof, or the payment of insurance premiums under Section 3.18).