Limitations on Indemnity Sample Clauses

Limitations on Indemnity. The indemnification provided for in Sections 8.2(a) and 8.2(b) above is subject to the following limitations: (i) No Party shall be liable hereunder with respect to claims referred to in Section 8.2(a)(i) or Section 8.2(b)(i) above unless the other Party gives written notice thereof within the Applicable Limitation Date. Notwithstanding any implication to the contrary contained in this Agreement, so long as a Party delivers written notice of a claim no later than the Applicable Limitation Date, the other Party shall be required to indemnify hereunder for all Losses that such Party may incur in respect of the matters that are the subject of such claim, regardless of when incurred. (ii) Except as otherwise set forth in this Section 8.2(c)(ii), no Party shall be liable to the other Party for any Loss arising under Section 8.2(a) or Section 8.2(b) above (1) until the aggregate amount of all Losses incurred by a Party exceeds $1,237,500 (the “Basket”), in which case a Party shall be liable for all such Losses in excess of the Basket or (2) to the extent that the aggregate amount of all such Losses exceeds $14,000,000 (the “Cap”). The Basket shall not apply with respect to any Loss arising from or related to a breach of (A) any covenants of any party hereto or (B) the representations and warranties set forth in Sections 2.1 through 2.4, 2.15, 2.17, 3.1, 3.2, and 3.6. (iii) The rights of any Company Stockholder Parties or Buyer Parties to recover any amounts pursuant to this Article 8 shall be the sole and exclusive remedy of the Company Stockholder Parties and Buyer Parties, respectively, for any breaches of any representation or warranty or provision of this Agreement or other agreement entered into in connection with this Agreement or any claim against any Company Stockholder Parties or Buyer Parties related to the Transactions. (iv) For purposes of this Article 8, in determining whether there has occurred a breach of a representation or warranty of the Company, on the one hand, or WuXi and Holdco, on the other hand, contained in or made in writing pursuant to this Agreement, as well as the amount of Losses resulting therefrom, the provisions of Article 2 and Article 3 that are qualified by a Material Adverse Effect or any other materiality qualifier shall be read and interpreted as if such qualification was not included therein. (v) Notwithstanding anything in this Agreement to the contrary, (A) WuXi’s (and any Buyer Parties) sole and exclusive recourse again...

Limitations on Indemnity. 3.1 The Company shall not be obligated under this Agreement to make any payment of Expenses to the Indemnitee. (a) which payment it is prohibited by applicable law from paying as indemnity; (b) for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) for which payment the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (d) resulting from a claim decided in a Proceeding adversely to the Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled; (e) brought about or contributed to by the fraud or dishonesty of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be indemnified under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated. 3.2 For purposes of Sections 3 and 4, the phrase “decided in a Proceeding” shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the requisite legal authority to make such a decision, which decision has become final and from which no appeal or other review proceeding is permissible.

Limitations on Indemnity. No amounts of Indemnity pursuant to Section 2 or 3 hereof shall be paid by the Corporation: (a) except to the extent that the aggregate of Litigation Costs and Losses in any Proceeding or group of related Proceedings to be indemnified hereunder exceeds the amount of Litigation Costs and Losses for which the Indemnified Party actually receives indemnification payments or on whose behalf indemnification payments are made pursuant to any D&O Insurance policy or from any other source; (b) on account of any payments required to be paid by an Indemnified Party as a result of any Proceeding in which a final, non-appealable judgment is rendered against Indemnified Party for an accounting or disgorgement of profits made from the purchase or sale by Indemnified Party of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act; (c) on account of Indemnified Party's conduct which is finally adjudged in any Proceeding to have been knowingly fraudulent, deliberately dishonest or an act or omission involving willful misconduct; or (d) if a final non-appealable decision by a court having jurisdiction over the parties and the subject matter shall determine that such indemnification is not lawful.

Limitations on Indemnity. No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 11.2(a) to the extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Partnership’s or Sellers’ fraud or willful misconduct, or (ii) the Excluded Liabilities or Excluded Assets, the Cap and the Threshold shall not be applicable to, or otherwise limit a Buyer Indemnified Party’s recovery for, such claim.

Limitations on Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified hereunder exceed the amount of such losses for which the Indemnitee is indemnified either pursuant to Section 2 hereof or pursuant to any D&O Insurance purchased and maintained by the Corporation; (b) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (c) on account of any suit in which judgment is rendered against an Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation 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; (d) on account of Indemnitee’s act or omission being finally adjudged to have involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation; or (e) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.

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.

Limitations on Indemnity. (a) Other than in respect of a claim for indemnification based on fraud on the part of any Indemnifying Party hereto, for which there shall be no limitations on the amount of Losses recoverable through the indemnification provisions hereunder, no Indemnified Party shall seek, or be entitled to seek or obtain, indemnification from the Indemnifying Parties, for any amounts, in the aggregate, in excess of the sum of (x) the Closing ACE Purchase Price plus (y) cash amounts paid by Buyer to ACE Hi following the Closing pursuant to Section 9.16 (Real Property Tax Refund), Section 9.19(b) (Tax Refunds), and Section 9.24 (City-Wide Progressives Refund) hereof (collectively, (x) and (y) are referred to as the “ACE Hi Cap”) plus (z) the AREH Purchase Price; provided, however, that: (i) no Indemnified Party shall seek, or be entitled to seek or obtain, indemnification from AREH pursuant to Section 12.2(b)(vi) hereof for any amount, in the aggregate, in excess of One Hundred Thirty-Five Million Dollars ($135,000,000); (ii) no Indemnified Party shall seek, or be entitled to seek or obtain, indemnification from ACE Hi pursuant to Section 12.2(a) or Section 12.3(a) hereof for any amount, in the aggregate, in excess of the ACE Hi Cap; (iii) no Indemnified Party shall seek, or be entitled to seek or obtain, indemnification from the Indemnifying Parties pursuant to Section 12.2(a)(i) or Section 12.2(b)(i) hereof until the aggregate amount of Losses arising under such Sections, taken together, exceed Five Hundred Thousand Dollars ($500,000) (the “Indemnification Floor”); provided, however, that if the aggregate amount of such Losses arising under Section 12.2(a)(i) and Section 12.2(b)(i) hereof exceed the amount of the Indemnification Floor, the Indemnified Parties shall only be entitled to seek indemnification from the Indemnifying Parties for the amount of such Losses in excess of the Indemnification Floor; and (iv) to the extent that any matter is indemnified by both ACE Hi and AREH pursuant to this ARTICLE XII, the Indemnified Parties shall not be entitled to collect twice. (b) In calculating the amount of any Losses payable to an Indemnified Party hereunder, the amount of the Losses (i) shall not be duplicative of any adjustments to the Purchase Price pursuant to ARTICLE II hereof, (ii) shall not be duplicative of any other Losses for which an indemnification claim has been made and (iii) shall be computed net of any amounts actually recovered by such Indemnified Party ...

Limitations on Indemnity. (a) No indemnification pursuant to Section 3 or Section 4 hereof shall be paid by the Company: (i) on account of remuneration paid to Indemnitee if it shall be determined by a Final Judgment that such remuneration was in violation of law; (ii) on account of any suit in which a Final Judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee 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; or (iii) if a Final Judgment establishes that such indemnification is not lawful. (b) The Company’s indemnification obligations under this Agreement shall be reduced to the extent payment is made to or for the benefit of Indemnitee pursuant to any D&O Insurance purchased and maintained by the Company. (c) To the extent Indemnitee’s claim for indemnification under this Agreement arises out of Indemnitee’s service at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, the Company’s indemnification obligation hereunder shall be limited to that amount required in excess of any indemnification and/or insurance provided to Indemnitee by such other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise. Indemnitee hereby also agrees that any indemnification obligation of the Company under the Company’s certificate of incorporation or by-laws with respect to such a claim shall also be subject to this limitation.

Limitations on Indemnity. (a) Subject to the next sentence, but notwithstanding any other provision of this Agreement to the contrary, the maximum liability of the Indemnifying Parties for or arising out of Indemnity Claims shall not exceed, and the Indemnified Parties shall not be entitled to be indemnified for Damages to the extent the aggregate amount of such Damages exceed, 10% of the Purchase Price (the “Indemnification Cap”). Notwithstanding the foregoing sentence, the Indemnification Cap shall not limit the amount of Damages that the Indemnified Parties may recover in connection with Indemnity Claims that are based upon or arise out of; (i) the fraud or willful misconduct of the Indemnifying Parties; (ii) a breach of the representations and warranties regarding Investors’ ownership of Fund XI, Fund XI’s ownership of Seller, Seller’s ownership of the Interests, or the Waypoint Property Owners ownership of each Property (including without limitation as contained in Sections 5.1(b), 5.2(b), 5.2(h), 5.2(j) and 5.3(a)), or the Investors’, Fund XI’s or Seller’s authority to consummate the transactions contemplated by this Agreement; (iii) Third Party Claims to the extent of available insurance proceeds; and (iv) Obligations of Seller pursuant to Section 6.1 (including without limitation Section 6.1(b)) and for any breaches of representations and warranties set forth in Section 5.2(d). Furthermore, Damages recovered by the Indemnified Parties in connection with or arising out of the circumstances described in the foregoing (i) through (iv) shall not be counted in determining the amount of Damages that will be subject to the Indemnification Cap. (b) Notwithstanding any other provision of this Agreement to the contrary (except for Section 6.1), the Indemnifying Parties shall not be responsible for, and the Indemnified Parties shall not be entitled to be indemnified for Damages for, any Indemnity Claim until the aggregate Damages under such Indemnity Claim and other Indemnity Claims exceeds $1,250,000 (the “Aggregate Indemnity Threshold”). For the avoidance of doubt, at the point at which the Damages under any single Indemnity Claim or collection of Indemnity Claims exceeds the Aggregate Indemnity Threshold, the Indemnified Parties shall be entitled to be indemnified for all Indemnity Claims regardless of whether the Damages under any single Indemnity Claim is equal to or less than the Aggregate Indemnity Threshold. (c) Under no circumstance shall an Investor’s liability for Damages u...