Limitations on and Threshold for Indemnification Clause Samples

Limitations on and Threshold for Indemnification. Under Section 3.2. (a) Contributor shall not be liable under Section 3.2 hereof unless and until the total amount recoverable by the Indemnified Parties under Section 3.2 exceeds $100,000; PROVIDED, HOWEVER, that claims for Losses arising out of a breach of representation or warranty contained in sections 2.1, 2.2, 2.4, 2.6, 2.7, and 2.9 hereof shall not be subject to such threshold amount but shall be recoverable from the first dollar of Losses; and PROVIDED FURTHER, that once the total amount recoverable by the Indemnified Parties under Section 3.2 hereof exceeds $100,000 in the aggregate, Contributor's obligation under Section 3.2 hereof shall be for the full amount of such obligation. (b) Notwithstanding anything contained herein to the contrary, Contributor shall not be liable or obligated to make payments under this Article 3 to the extent such payments in the aggregate would exceed the Total Consideration received by Contributor at the Closing. Notwithstanding anything contained herein to the contrary, the Indemnified Parties shall look first to Contributor's Partnership Units (if any) for indemnification under this Article 3 (and agree to treat any return of Partnership Units as an adjustment to the consideration delivered to Contributor pursuant to the Formation Transactions) and then to any distributions received by Contributor in connection with such Contributor's Partnership Units. Contributor may make any payments due by it under this Article 3 in cash.
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Limitations on and Threshold for Indemnification. (a) No Contributor shall be liable under Sections 3.2, 3.3 or 5.3 hereof unless and until the aggregate amount recoverable from Indemnifying Parties under the indemnification provisions set forth in Section 5.3 exceeds $250,000; provided, however, that once the total amount recoverable from Indemnifying Parties exceeds $250,000 in the aggregate, the Contributor's obligation under Section 5.3 hereof shall be for the full amount of such obligation. (b) Notwithstanding anything contained herein to the contrary, no Opportunity Partnership shall be liable or obligated to make payments under this Agreement or any document delivered pursuant to its terms to the extent such payments when aggregated with any payments made by its parent ZML REIT under Section 6.3 of the Merger Agreement would exceed the net realizable value (calculated from time to time as of the date or dates on which claims are paid hereunder) of one percent (1%) of the Shares issued or which may be issued in exchange for Units issued to such Opportunity Partnership pursuant to Section 1.3 hereof. (c) Notwithstanding anything contained herein to the contrary, neither EOH nor EGI, shall individually or collectively be liable pursuant to this Agreement for an amount which is greater than Fifteen Million Dollars ($15,000,000) in the aggregate.
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Limitations on and Threshold for Indemnification. Under Section 3.2. (a) Contributor shall not be liable under Section 3.2 of this Exhibit G unless and until the total amount recoverable by the Indemnified Parties under Section 3.2 of this Exhibit G exceeds $250,000; provided, however, that once the total amount recoverable by the Indemnified Parties under Section 3.2 of this Exhibit G exceeds $250,000 in the aggregate, Contributor's obligation under Section 3.2 of this Exhibit G shall be for the full amount of such obligation. (b) Notwithstanding anything contained herein to the contrary, Contributor shall not be liable or obligated to make payments under this Article 3 with respect to any Participating Entity Interests to the extent such payments in the aggregate would exceed the Cash Amount or the value of the OP Units (based upon the initial public offering price of the Common Stock) received by Contributor at the Closing. Notwithstanding anything contained herein to the contrary, the Indemnified Parties shall look first to Contributor's OP Units for indemnification under this Article 3 and then to Contributor's other assets.
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Limitations on and Threshold for Indemnification. (a) No ZML REIT shall be liable under Sections 3.1 or 6.3 hereof unless and until the aggregate amount recoverable from Indemnifying Parties under the indemnification provisions set forth in Section 6.3 exceeds $250,000 provided, however, that once the total amount recoverable from Indemnifying Parties exceeds $250,000 in the aggregate, the ZML REIT's obligation under Section 6.3 shall be for the full amount of such obligation. (b) Notwithstanding anything contained herein to the contrary, no ZML REIT shall be liable or obligated to make payments under this Agreement on any document deliveries pursuant to its terms to the extent such payments; when aggregated with any payments made by its subsidiary Opportunity Partnership under Section 5.3 of the Contribution Agreement, would exceed the net realizable value (calculated from time to time as of the date or dates on which claims are paid hereunder) of one percent (1%) of the Company Common Shares issued or which may be issued in exchange for Units issued to such Opportunity Partnership pursuant to Section 1.3 of the Contribution Agreement.
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Limitations on and Threshold for Indemnification 
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Related to Limitations on and Threshold for Indemnification

  • PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

  • Limitations on Indemnification (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

  • Procedure for Indemnification The following procedure shall apply with respect to any claims or proceedings covered by the indemnification obligations in this Article 11. (a) The party seeking indemnification under this Article 11 (the "Claimant") shall give written notice to the party from whom indemnification is sought (the "Indemnitor"), specifying the basis on which indemnification is south and such other information known to the Claimant regarding the indemnification claim, promptly, but in no event greater than 10 business days, after the Claimant learns of the claim or proceeding; provided that the failure to give such notice shall not relieve the Indemnitor of its obligations hereunder if the Claimant uses its best efforts to mitigate Claimant's damages, except to the extent Indemnitor is actually prejudiced. Notwithstanding anything to the contrary contained herein, in the event that a Claimant gives notice to the Indemnitor within such 10 business day time period set forth above, the Claimant shall have no obligation to mitigate Claimant's damages under this paragraph 11.4(a). (b) With respect to any third-party claims or proceedings as to which the Claimant is entitled to indemnification, the Indemnitor shall have the right to select and employ counsel of its own choosing reasonably satisfactory to the Claimant to defend against any such claim or proceeding, to assume control of the defense of such claim or proceeding, and to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided, that the Indemnitor conducts the defense actively and diligently and in a manner to minimize the risk of the Claimant becoming subject to any liability for any other material matter. Further, the Indemnitor shall not consent to the entry of any judgment or enter into any compromise or settlement with respect any third-party claim without the prior written consent of the Claimant unless such judgment, compromise or settlement (a) provides for the payment by the Indemnitor of money as sole relief for the claimant, (b) results in the full and general release of Buyer Indemnified Persons or Seller Indemnified Persons, as applicable, from all liabilities arising or relating to, or in connection with, the third-party claim and (c) involves no finding or admission of any violation of laws, rules or regulations or the rights of any person and has no effect on any other claims that may be made against the Claimant. The Claimant may elect to participate in the defense of any such third party claim, and may, at its sole expense, retain separate counsel in connection therewith. Notwithstanding the foregoing, if in the reasonable opinion of the Claimant, any such claim or the litigation or resolution of any such claim involves an issue or matter that could have a material adverse effect on the on the business, operations, condition (financial or otherwise), assets or earnings of the Claimant, the Claimant shall have the right to control the defense or settlement of any such claim or demand and its reasonably costs and expenses shall be included as part of the indemnification obligation of the Indemnitor. The Claimant shall not settle or compromise any such third party claim without the prior consent of the Indemnitor, which consent shall not be unreasonably withheld. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding.

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree

  • PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any proceeding referred to in Section 12.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate), to assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 12 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement or such claims may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party.