Limitation on Indemnity/Commitments Clause Samples

A Limitation on Indemnity/Commitments clause restricts the extent to which one party must compensate the other for losses or fulfill certain obligations under a contract. Typically, this clause sets caps on the total amount payable for indemnification, excludes certain types of damages (such as indirect or consequential losses), or limits the duration of indemnity obligations. By clearly defining these boundaries, the clause helps manage risk exposure for the indemnifying party and provides predictability for both sides, ultimately preventing disproportionate liability and ensuring that commitments remain reasonable and enforceable.
Limitation on Indemnity/Commitments. (i) The indemnification obligation of the indemnifying party with respect to any Breach of any representation or warranty pursuant to Section 10.2(a)(i), (a)(iii) or (b)(i) shall be limited to Claims for Damages made prior to the last date of survival thereof referred to in Section 10.1. The indemnification obligation of the indemnifying party with respect to any Breach of any covenant or agreement pursuant to Section 10.2(a)(ii) or (b)(ii) shall survive indefinitely subject to the terms of this Agreement. (ii) The Seller Indemnified Parties may not recover Damages from the indemnifying party pursuant to Section 10.2(a)(i) and (iii) until the aggregate amount of Damages relating to such Claims for which the Seller Indemnified Parties, in the aggregate, are entitled to indemnification under Section 10.2(a)(i) and (iii) exceeds One Hundred Thousand Dollars ($100,000) (the "Threshold"); provided, however, in the event that the aggregate amount of Damages for which the Seller Indemnified Parties are seeking indemnification under Section 10.2(a)(i) exceeds such amount, the Seller Indemnified Parties may recover the full amount of such Damages; provided, further, however, that the maximum aggregate amount of such Damages for which the Sellers shall be liable shall not exceed an amount equal to the Closing Payment. The Seller Indemnified Parties shall have the right to make a Claim hereunder prior to the time at which the Threshold that is applicable to Claims under Section 10.2(a)(i) and (iii) has been surpassed for the purpose of asserting such Claim within the relevant survival period of the applicable indemnification obligation and any such Claim made within such period shall, to the extent such Threshold ultimately is met, survive until its final resolution. (iii) The Purchaser Indemnified Parties may not recover Damages from the Purchaser pursuant to Section 10.2(b)(i) until the aggregate amount of Damages relating to such Claims for which the Purchaser Indemnified Parties, in the aggregate, are entitled to indemnification under Section 10.2(b)(i) exceeds the Threshold; provided, however, in the event that the aggregate amount of Damages for which the Purchaser Indemnified Parties are seeking indemnification under Section 10.2(b)(i) exceeds such amount, the Purchaser Indemnified Parties may recover the full amount of such Damages; provided, further, however, that the maximum aggregate amount of Damages for which the Purchaser shall be liable pursuant to Sec...
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Limitation on Indemnity/Commitments. (i) The indemnification obligation of the parties hereto with respect to any breach of any representation or warranty pursuant to Sections 8.3(a) or (b) shall be limited to Claims for Damages made prior to last date of survival thereof referred to in Section 8.2. The indemnification obligation of the parties hereto with respect to any breach of any covenant or agreement pursuant to Sections 8.3(a) or (b) shall survive indefinitely subject to the terms of this Agreement. (ii) Buyer may not recover Damages from the Sellers pursuant to Section 8.3(a)(i) until the aggregate amount of Damages relating to such Claims for which Buyer is seeking indemnification exceeds two hundred fifty thousand dollars ($250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which Buyer is seeking indemnification exceeds such amount, Buyer may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which the Sellers shall be liable pursuant to this Section 8.3 shall be $10,000,000, plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereof. (iii) No Seller may recover damages from Buyer pursuant to Section 8.3(b)(i) until the aggregate amount of Damages for which such Seller is seeking indemnification exceeds two hundred and fifty thousand dollars (250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which such Seller is seeking indemnification exceeds such amount, such Seller may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which Buyer shall be liable pursuant to this Section 8.3 shall be $10,000,000, plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereof. (iv) Neither (a) the termination of the representations or warranties contained herein, nor (b) the expiration of the indemnification obligations described above, will affect the rights of a Person in respect of any Claim made by such Person received by the indemnifying party prior to the expiration of the applicable survival period provided herein.
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Limitation on Indemnity/Commitments. (a) The indemnification obligation of the Members and Buyer with respect to any Breach of any representation or warranty pursuant to Sections 8.2(a) or (b), respectively, shall be limited to Claims for Damages for which Claim Notices have been delivered on or prior to the last date of survival thereof referred to in Section 8.1. The indemnification obligation of the Members and Buyer with respect to any Breach of any covenant or agreement to be performed pursuant to Sections 8.2(a) or 8.2(b), respectively, shall survive indefinitely subject to the terms of this Agreement. (b) Neither (a) the termination of the representations or warranties contained herein, nor (b) the expiration of the indemnification obligations described above, will affect the rights of a Person in respect of any Claim made by such Person pursuant to a Claim Notice received by the indemnifying party prior to the expiration of the applicable survival period provided herein.
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Limitation on Indemnity/Commitments. (a) The indemnification obligations of the Members (on the one hand) and JAMDAT and Buyer (on the other hand) with respect to any breach of any representation or warranty or covenant or agreement pursuant to Sections 8.2(a) or (b), respectively, shall be limited to Claims for Damages made prior to the Expiration Date (except with respect to (i) Claims made in respect of Surviving Claims which must be made prior to expiration of the applicable statute of limitations for such claims (giving effect to any waiver or extension thereof) and (ii) Surviving Tax Claims, which must be made prior to expiration of thirty (30) days after expiration of the applicable statute of limitations (giving effect to any waiver or extension thereof)). (b) Neither (i) the termination of the representations or warranties contained herein, nor (ii) the expiration of the indemnification obligations described in this Article VIII, will affect the rights of a Person in respect of any Claim made by such Person received by the indemnifying party prior to the Expiration Date (except with respect to (i) Claims made in respect of Surviving Claims which must be made prior to the expiration of the applicable statute of limitations for such claims (giving effect to any waiver or extension thereof) and (ii) Surviving Tax Claims, which must be made prior to expiration of thirty (30) days after expiration of the applicable statute of limitations (giving effect to any waiver or extension thereof)).
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Limitation on Indemnity/Commitments. The indemnification obligation of the indemnifying party with respect to any Breach of any representation or warranty pursuant to Section 10.2(a)(i), (a)(iii) or (b)(i) shall be limited to Claims for Damages made prior to the last date of survival thereof referred to in Section 10.1. The indemnification obligation of the indemnifying party with respect to any Breach of any covenant or agreement pursuant to Section 10.2(a)(ii) or (b)(ii) shall survive indefinitely subject to the terms of this Agreement.
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Related to Limitation on Indemnity/Commitments

  • Limitation on Indemnity Without affecting the rights of City under any provision of this agreement or this section, Consultant shall not be required to defend, indemnify, and hold harmless City as set forth above for liability attributable to the sole fault of City, provided such sole fault is determined by agreement between the parties or the findings of a court of competent jurisdiction. This exception will apply only in instances where the City is shown to have been solely at fault and not in instances where Consultant is solely or partially at fault or in instances where City's fault accounts for only a percentage of the liability involved. In those instances, the obligation of Consultant will be all-inclusive and

  • Limitation on Indemnification Notwithstanding any other provision herein to the contrary, the Company shall not be obligated pursuant to this Agreement:

  • Specific Limitations on Indemnification Notwithstanding anything to the contrary in this Agreement, the Company shall not indemnify or advance Expenses to Indemnitee with respect to (i) any act, event or circumstance with respect to which it is prohibited to do so under applicable law, or (ii) a counter claim made by the Company or in its name in connection with a claim against the Company filed by the Indemnitee.

  • Limitations on Indemnification Obligations (a) Seller shall not be obligated to indemnify Purchaser for any Losses incurred by Purchaser or other Indemnified Parties of the Purchaser under Section 8.2 until the Losses for which Purchaser is entitled to indemnification under this Agreement exceed $150,000 in the aggregate, in which case, upon exceeding such threshold amount, Purchaser shall be entitled to recover all such Losses (including such initial threshold amount). Except as expressly provided in the next sentence of this Section 8.7(a), notwithstanding anything contained in this Agreement to the contrary, in no event shall Seller’s liability for Losses under Section 8.2(a) exceed, in the aggregate, $16,666,666.67; in no event shall Seller’s liability for Losses under Section 8.2(b) (other than Sections 8.2(b)(iv) and (b)(v)) exceed, in the aggregate, the Purchase Price; and in no event shall Purchaser’s liability for Losses under Section 8.2(c) exceed, in the aggregate, the Purchase Price. The provisions of this Section 8.7(a) shall not apply to either party’s indemnification obligations under this Agreement arising out of, relating to or resulting from fraud by such party. (b) Notwithstanding anything contained in this Agreement to the contrary, the amount of an Indemnifying Party’s liability pursuant to this Section 8 shall be net of any insurance proceeds or other third party indemnity or contribution amounts actually recovered by an Indemnified Party. Each Indemnified Party shall use commercially reasonable efforts to collect any such insurance proceeds or other third party indemnity or contribution amounts recoverable by such Indemnified Party, and in the event any such amounts are collected after a claim for Losses has been paid by an Indemnifying Party, the Indemnified Party shall promptly reimburse such amounts to such Indemnifying Party. (c) Notwithstanding anything to the contrary contained in this Agreement, no Indemnifying Party shall be liable to an Indemnified Party for any indirect, special, punitive, exemplary or consequential loss or damage (including any loss of opportunity or loss of value, revenue or profit) arising out of this Agreement; provided, however, that the foregoing shall not be construed to preclude recovery by an Indemnified Party in respect of any such Losses either (i) directly incurred as a result of a Third Party Claim or (ii) relating to or in connection with any Losses for which Purchaser is entitled to indemnification pursuant to Section 8.2(b)(iv) or 8.2(b)(v).

  • Limitations on Indemnity No indemnity shall be paid by the Company: (a) on account of any claim against Employee solely for an accounting of profits made from the purchase or sale by Employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled; (d) for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant to Section 9 hereof.