Limits on Indemnification Sample Clauses
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Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII.
(b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, lo...
Limits on Indemnification. (a) Except with respect to breaches of Section 2.1, Section 2.2, Section 2.3, Section 2.4, Section 2.5 and Section 2.6:
(i) an Indemnitor shall not be liable to an Indemnified Party for any Losses that are indemnifiable pursuant to Section 9.1 or Section 9.2, as the case may be, except to the extent that the Losses for any breach, with respect to any individual claim, exceed $5,000 (such excess over $5,000 being the "Threshold Damages" for such claim);
(ii) an Indemnitor shall not be liable to an Indemnified Party pursuant to Section 9.1 or Section 9.2, as the case may be, until the aggregate amount of the Threshold Damages to such Indemnified Party exceeds $200,000. Once the aggregate amount of the Threshold Damages to such Indemnified Party exceeds $200,000, such Indemnified Party shall be entitled to recover all Threshold Damages; and
(iii) the total aggregate liability of each Indemnitor for any claims for Losses arising under Section 9.1 or Section 9.2, as the case may be, shall not exceed $2,000,000.
(b) An Indemnitor shall have no obligation to indemnify an Indemnified Party for any Consequential Damages that are (i) caused by the actions of any Indemnitor, or (ii) recovered by an Indemnified Party from any third party (including insurers). If the amount of any Losses, at any time subsequent to the payment thereof by an Indemnitor to an Indemnified Party pursuant to this Article 9, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage or pursuant to any claim, recovery or settlement against or with any third party (including any insurer), then the amount of such reduction (net of any out-of-pocket costs incurred in connection with obtaining such reduction) shall promptly be repaid by the Indemnified Party to the Indemnitor.
(c) In the absence of the actual fraud, this Article 9 sets forth the exclusive remedy for monetary Losses owing from the parties hereto to one another that arise from the matters giving rise to indemnification hereunder set forth in Section 9.1 and Section 9.
Limits on Indemnification. (a) The indemnification provided in this Section 7 shall constitute the exclusive remedy for breach of representation and warranties in this Agreement, regardless of whether any claims or causes of action asserted with respect to such matters are brought in contract, tort or any other legal theory whatsoever; provided, however, that only in the case of fraud, the indemnification provisions in this Section 7 are in addition to, and not in derogation of, any statutory, equitable or common law remedy any party may have for breach of any representation or warranty. The maximum aggregate indemnification liability of SELLER shall be equal to 50% of the aggregate amount of all payments actually received by SELLER pursuant to Section 1.3 of this Agreement as of the time such Indemnified Party has the right to be indemnified.
(b) Notwithstanding any other provisions of this Agreement, no party shall be liable under this Section 7 for an amount to the extent, if any, that any damages giving rise to such amount results from a failure on the part of the Indemnified Party to exercise good faith in not jeopardizing or prejudicing the interests of the Indemnifying Party.
(c) No Indemnified Party shall seek or be entitled to incidental, indirect or consequential damages or damages for lost profits in any claim for indemnification under this Section 7, nor shall it accept payment of any award or judgment for such indemnification to the extent that such award or judgment includes such party’s incidental, indirect or consequential damages or damages for lost profits.
(d) All damages to which an Indemnified Party may be entitled pursuant to the provisions of this Section 7 shall be net of any insurance coverage with respect thereto and any tax benefits realizable by the Indemnified Party.
(e) The Indemnifying Party shall not be required to make any indemnification payment pursuant to this Section 7 until such time as the total amount of all damages that have been directly or indirectly suffered or incurred by an Indemnified Party, or to which an indemnified party has or have otherwise become subject, exceeds $50,000. If the total amount of such damages exceeds $50,000, the Indemnified Party shall be entitled to be indemnified against and compensated and reimbursed for the amount of such Damages exceeding $50,000.
Limits on Indemnification. (a) Sellers shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages for a breach of representation or warranty pursuant to Section 7.2(a) until the aggregate amount of such Buyer Damages exceeds $250,000 (the “Indemnity Basket Deductible”), and Sellers shall be jointly and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a), less the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representations and warranties set forth in Sections 2.17, 2.18 and 2.20.
(b) The maximum aggregate indemnification obligation of Sellers with respect to all breaches of the representations and warranties of Sellers shall be an amount equal to $4,000,000; however, this Section 7.5(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representation and warranties set forth in Sections 2.17, 2.18 and 2.20.
(c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third party.
(d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.
Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement:
(a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply;
(b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-
(c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder;
(d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company;
(e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled;
(f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper;
(g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or
(h) if a final nonappealable decision by a cour...
Limits on Indemnification. (a) No claim may be asserted against any party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim (to the extent known) on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 7.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved.
(b) Notwithstanding anything to the contrary contained in this Agreement:
(i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 7.2(a), or from the Buyer by the Seller Indemnified Parties pursuant to Section 7.3(a), shall be $185,000,000 (the “Cap”); provided that the Cap shall not be applicable in respect of any breach of a Fundamental Representation; provided, further, that the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 7.2(a) in respect of any breach of the representations and warranties set forth in the last sentence of Section 3.14(d) and Section 3.15 (together with all other recoveries for breaches of representations and warranties subject to the Cap) shall be $277,500,000;
(ii) the Seller shall not be liable to any Buyer Indemnified Party pursuant to Section 7.2(a), and the Buyer shall not be liable to any Seller Indemnified Party pursuant to Section 7.3(a), for any claim for indemnification (x) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller or the Buyer, as applicable, equals or exceeds $18,500,000 (the “Basket Amount”), in which case the Seller or the Buyer, as applicable, shall be liable only for the Losses in excess of the Basket Amount or (y) in respect of any claim that results in Losses of less than $50,000; provided that the foregoing limitations in clauses (x) and (y) shall not be applicable in respect of any breach of a Fundamental Representation or any breach of the representations and warranties set forth in the last sentence of Section 3.14(d); and provided, further, that in no event shall there be duplication of payments with respect to items considered as part of any Inventory adjustment under Section 2.3 and am...
Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from any Stockholder pursuant to Section 6.02(a) shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) as applied to the Shares owned by it, shall be an amount equal to the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses that may be recovered from the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 3.04 shall be an amount...
Limits on Indemnification. Indemnitor's liability under this Section 9 shall be limited as follows:
Limits on Indemnification. Unless, and then only to the extent that, a court of competent jurisdiction acting pursuant to Section 6 of this Agreement or Section 607.0850(9) of the Florida Business Corporation Act, determines that, in view of the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, the Corporation shall not indemnify Indemnitee under this Agreement:
(1) in connection with a Proceeding by or in the right of the Corporation, except for reasonable Expenses (including an excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement not exceeding, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of the Proceeding, including any appeal thereof; or
(2) in connection with a Proceeding by or in the right of the Corporation with respect to any claim, issue or matter as to which Indemnitee shall have been adjudged liable to the Corporation.
Limits on Indemnification. All Indemnifiable Costs sought by any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations, warranties and covenants of the Company and the Majority Shareholders under Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.14, 3.17 or Article VI -------- --- --- --- --- --- ---- ---- ---------- hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitations or, in the case of covenants in Article VI ---------- which have a specific expiration date, as of such date, and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII (other than claims for Excluded Liabilities or ------------ for claims for breaches of covenants) shall expire on the second anniversary of the Closing Date (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Majority Shareholders shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification ------------ obligation sought by Iconixx or Buyer hereunder exceeds $60,000, whereupon the Majority Shareholders shall be liable for all amounts for which indemnification may be sought. The Company and the Majority Shareholders shall be jointly and severally liable for all indemnification claims of Iconixx or Buyer, provided, however, that in the absence of fraud by a Majority Shareholder, such Majority Shareholder's aggregate indemnification of Iconixx or Buyer shall be limited to his, her or its proportionate share of the Purchase Price. Neither Iconixx nor the Buyer shall be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by the ------------ Majority Shareholders and the Company hereunder exceeds $60,000, whereupon Iconixx and the Buyer shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of (A) Iconixx or Buyer to the Majority Shareholders and the Company for breach of representations and warranties under Article IV exceed $3,000,000...