Limitations on Indemnity Obligations Sample Clauses
The 'Limitations on Indemnity Obligations' clause defines the boundaries and restrictions on a party's responsibility to compensate the other for certain losses or damages. Typically, this clause sets caps on the total amount payable under indemnity, excludes specific types of damages such as indirect or consequential losses, or limits indemnity to particular circumstances like third-party claims. By doing so, it protects parties from unlimited financial exposure and ensures that indemnity obligations remain reasonable and predictable, thereby managing risk and preventing disproportionate liability.
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Limitations on Indemnity Obligations. (a) Notwithstanding any contrary provision of this Agreement, (i) the maximum liability of Sunstone Parties pursuant to its indemnification obligation under Section 8.1(a) is $30,000,000, (ii) except as otherwise provided in clause (iii) below or in the last sentence of this Section 8.7(a), the maximum liability of Alter and Bied▇▇▇▇▇, ▇▇ the aggregate, pursuant to their indemnification obligations under Sections 8.2(a) and 8.3(a) with respect to any breach of a representation or warranty set forth in clause 4.1(c) is $10,000,000, and (iii) the maximum liability of Alter and Bied▇▇▇▇▇, ▇▇ the aggregate, pursuant to their indemnification obligations under Section 8.2(a) and 8.3(a) with respect to any breach of a representation or warranty set forth in clauses (i), (ii) or (iii) of Section 4.1(f), Sections 4.1(a), 4.1(b), 4.1(n), 4.1(o), 4.1(p), 4.1(q), 4.1(s), 4.1(u) is $30,000,000. These limitations do not apply to any indemnification obligations under Sections 8.2 and 8.3 relating to a breach of any representation or warranty set forth in clause (iv) of Section 4.1(f), Sections 4.1(d), 4.1(v), 4.1(w), 4.1(x), 4.1(y) or any other section of this Article 8.
(b) No amount shall be payable:
(i) under Section 8.1(a) unless and until the aggregate amount of Losses exceeds $500,000 (and if such amount is so exceeded, then only those Losses shall then 112 be payable in accordance with this Article VIII to the extent such Losses exceed $500,000);
(ii) under Section 8.2(a) unless and until the aggregate amount of Losses exceeds $500,000 (and if such amount is so exceeded, then only those Losses shall then be payable in accordance with this Article VIII to the extent such Losses exceed $500,000);
(iii) under Section 8.3(a) unless and until the aggregate amount of Losses exceeds $500,000 (and if such amount is so exceeded, then only those Losses shall then be payable in accordance with this Article VIII to the extent such Losses exceed $500,000).
(iv) no amount shall be payable under clause (a) of Sections 8.1, 8.2 or 8.3 for any breach the Losses arising from which in any individual case amount to $10,000 or less, and such Losses shall not be included in establishing the thresholds established in clauses (i), (ii) and (iii) of Section 8.8(b) and, in connection with the foregoing, the parties agree that any breach of any representation in clause (i) of Section 4.1(q) which relates to sales taxes shall be determined also on an individual basis, subject to the $10,000 ...
Limitations on Indemnity Obligations. (a) Neither Holder nor ONVC, respectively, shall have any liability (for indemnification or otherwise) to the Indemnified Persons with respect to any matters described in this Article 6 until the total amount of Damages attributable to Holder or ONVC, respectively, with respect to such matters exceeds $10,000 (the "Deductible"), and then only for the amount by which such Damages exceed the Deductible.
(b) The maximum aggregate amount of Damages that Holder or ONVC, respectively, shall be obligated to pay to the Indemnified Persons under this Article 6 shall be limited to an amount equal to the value of the Consideration.
Limitations on Indemnity Obligations. The indemnity obligations of the Company or the Stockholders, as applicable (in either case, the "Company Indemnifying Party"), or Provant and the Provant Principals (collectively, the "Provant Indemnifying Party") (both the Company Indemnifying Party and the Provant Indemnifying Party being called generically the "Indemnifying Party"), under this Agreement shall be subject to the following limitations:
(a) The indemnity obligations of the Indemnifying Party shall expire on September 15, 1999 (the "Cut-off Date"); provided, however, that such obligations with respect to (i) the representations and warranties contained in Sections 3.1, 3.2, 3.10, and 3.22, Article 4, and Sections 5.1, 5.2, 5.3 and 5.4 of this Agreement and the matters identified on Schedule 9.1 and in Section 9.1(c) shall continue forever without limitation, and (ii) the representations and warranties regarding taxes, which are contained in Section 3.15, shall remain in effect until all claims for taxes due by or on account of the Company for any period up to and including the Effective Time have been settled and any statute of limitations period with respect to such taxes has expired; and provided further that the indemnity obligations of the Indemnifying Party for Claims asserted by an Indemnified Party before the expiration of the applicable indemnity period, if any, in the manner provided in this Agreement shall continue until such Claims are finally resolved and discharged.
(i) Subject to the maximum aggregate amounts provided elsewhere in this Subsection 9.2(b) with respect to a Stockholder's indemnity obligations, in the event of any Damages for which a Stockholder is liable pursuant to Section 9.1, each Stockholder shall be liable solely for a fraction of each dollar of Damages suffered equal to the fraction derived by dividing the number of Shares held by all Stockholders as of the date hereof by the total number of Shares outstanding. Subject to subsection (b)(ii) below, the aggregate indemnity obligations of each Stockholder for Damages arising out of Claims the operative facts of which were actually known to either Stockholder as of the date of this Agreement ("Known Claims") shall not in any event exceed an amount equal to the sum of (A) the cash received by all Stockholders pursuant to Section 2.7(c), plus (B) the product obtained by multiplying the number of shares of Merger Stock received by all Stockholders by the IPO Price,
(ii) Solely in the event that both (A) the Damage...
Limitations on Indemnity Obligations. (a) The Shareholders' liability under this Article 10 shall be limited to the following Losses incurred by Purchaser, the Company or the Subsidiary:
(i) The Shareholders shall, in the aggregate, be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the "Deductible");
(ii) The aggregate amount of Losses for which each of the Shareholders shall be liable pursuant to this Section 10 shall not exceed the portion of the Purchase Price received by the Shareholder for his or her Shares;
(iii) The Shareholders' liability for Losses shall be net of any insurance proceeds to which Purchaser, the Company or the Subsidiary is entitled under any applicable insurance and net of any other compensatory payments received by Purchaser, the Company or the Subsidiary, so long as doing so does not cancel or void any insurance coverage or policy of Purchaser, the Company or the Subsidiary; and
(iv) The Shareholders" liability for Losses shall be limited to the net amount thereof after all tax benefits realized by Purchaser, the Company or the Subsidiary in connection therewith, and the amount of indemnification paid by Shareholders with respect to Losses shall be deemed a reduction of the Purchase Price received by such Shareholders for their Shares.
(b) Purchaser's liability under this Article 10 shall be limited to the following Losses incurred by the Shareholders:
(i) Purchaser shall be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds the Deductible, provided, however, that Purchaser, the Company and the Subsidiary shall be liable for all claims under Sections 6.5 and 10.3(c) without regard to the Deductible;
(ii) The aggregate amount of Losses for which Purchaser shall be liable pursuant to this Section 10 shall not exceed the Purchase Price; and
(iii) Purchaser's liability for Losses shall be limited to the net amount thereof after all tax benefits realized by the Shareholders in connection therewith.
Limitations on Indemnity Obligations. Indemnification under this Article VII shall be the sole and exclusive remedy for the matters listed in Sections 7.2 and 7.3, except in the case of fraud, willful misconduct or intentional misrepresentation. There shall be no recovery for claims under Sections 7.2(a) or 7.3(a) (except in the case of fraud, willful misconduct or intentional misrepresentation) unless and until the aggregate amount of Losses of the Indemnitee that may be claimed thereunder exceeds USD Twelve Thousand Five Hundred Dollars (USD $12,500.00) (the “Threshold”), and once such Threshold has been reached, the Indemnifying Parties shall be liable to the Indemnitees only for the amount of Losses in excess of the Threshold. The maximum recovery for claims by the Buyer under Section 7.2(a) or by the Selling Parties under Section 7.3(a) (except, in either case, in the case of fraud, willful misconduct or intentional misrepresentation) shall be limited USD Five Hundred Thousand Dollars (USD $500,000) (the “Indemnity Cap”). For the avoidance of any doubt, any claim made against Buyer as a result of their breach of their commitment to pay the Globisens Shareholders the Purchase Note, or any part thereof, shall not be limited by the terms of Section 7 whatsoever.
Limitations on Indemnity Obligations. The foregoing indemnity shall not apply to any infringement claim that arises from: (i) modification of the Licensed Program by anyone other than CMC; (ii) Customer' s use of the Licensed Program in conjunction with Customer data where use with such data gave rise to the infringement claim; (iii) Customer's use of the Licensed Program with software or hardware not provided by CMC, where use with such other software or hardware gave rise to the infringement claim; or (iv) use of other than the most current, unaltered update or upgrade to the Licensed Program available from CMC, if such claim would have been avoided by Customer's use of such update or upgrade. CMC shall not be liable hereunder for any settlement made by Customer without CMC's advance written approval, or for any award from any action in which CMC was not granted control of the defense.
Limitations on Indemnity Obligations. (a) Notwithstanding anything to the contrary herein, in no event shall a party or person having the indemnity obligation under this ARTICLE VI (“Indemnifying Party”) have any liability for an indemnity obligation under this ARTICLE VI unless and until the Damages relating to the party’s indemnity claims exceed $10,000 in the aggregate. From and after the time the aggregate Damages for an Indemnified Party’s indemnity claims exceed $10,000, the limitation set forth in this Section 6.4 shall be of no further force and effect and the Indemnifying Party shall be liable for the entire amount of the Damages, subject to the liability limitations set forth below;
(b) No Indemnified Person shall be entitled to seek indemnification from any Indemnifying Party pursuant to this ARTICLE VI with respect to any claim or demand unless the Indemnified Party notifies such Indemnifying Party of such claim or demand in writing within two years after the Closing Date; and
(c) Notwithstanding anything to the contrary herein, in no event will the Member’s indemnity obligations under this ARTICLE VI exceed the aggregate amount of $500,000, (the amount of the value of the Merger Consideration as of the Closing Date). In no event will the Buyer’s indemnity obligation under this ARTICLE VI exceed the aggregate amount of $500,000.
Limitations on Indemnity Obligations. Notwithstanding anything to the contrary, neither Party will have any obligation to provide any defense or indemnification under this Agreement with respect to any Third Party Claim to the extent arising from any use of the Indemnifying Party’s services, technology, content or material in a manner that is prohibited by this Agreement. In addition, notwithstanding anything to the contrary, neither Party will have any obligation to provide any defense or indemnification under this Agreement with respect to any claim of infringement, misappropriation or other violation of third-party Intellectual Property Rights to the extent arising from (a) the combination or use of the Indemnifying Party’s services, technology, content or material with any other services, technology, content or material that were neither (i) provided or specified by the Indemnifying Party or its Affiliates; nor (ii) specifically designed or reasonably required for use as contemplated by this Agreement, if, in the absence of such combination, the infringement, misappropriation or violation would not have occurred; (b) modification of the Indemnifying Party’s services, technology, content or material by the other Party, any of its Indemnified Parties or any customer of any of the foregoing, where, in the absence of such modification, the infringement, misappropriation or violation would not have occurred; or (c) use of any services, technology, content or material after the date by which the Indemnified Party reasonably could have implemented a Non-Infringing Alternative pursuant to Section 10.4.
Limitations on Indemnity Obligations. (a) No obligation to indemnify the other Party for any Losses shall apply to the extent such Losses arise from the negligent or intentionally wrongful act or omission of the Party seeking indemnity.
Limitations on Indemnity Obligations. For the avoidance of doubt, and notwithstanding any other provision in this Agreement, the foregoing indemnification obligations of Parties under Section 8.1, Section 8.2, Section 8.4 and Section 8.5 shall survive termination of this Agreement indefinitely and shall be without dollar limit.