Limitation on Indemnity Clause Samples

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 Indemnity. Any party entitled to indemnification under this Section will only be entitled to indemnification in respect of any Losses after the aggregate amount of such Losses exceeds $20,000, at which point the indemnified party will be entitled to recover the entire amount of such Losses from the first dollar (including the first $20,000).

Limitation on Indemnity. Without affecting the rights of City under any provision of this agreement or this section, Contractor shall not be required to defend, indemnify and hold harmless City as set forth above for liability attributable to the active negligence, sole negligence, or willful misconduct of City, provided such active negligence, sole negligence, or willful misconduct is determined by agreement between the parties or the findings of a court of competent jurisdiction.

Limitation on Indemnity. In compliance with RCW 4.24.115 as in effect on the date of this Lease, all provisions of this Lease pursuant to which Landlord or Tenant (the "Indemnitor") agrees to indemnify the other (the "Indemnitee") against liability for damages arising out of bodily injury to Persons or damage to property relative to the construction, alteration, repair, addition to, subtraction from, improvement to, or maintenance of, any building, road, or other structure, project, development, or improvement attached to real estate, including the Premises, (i) shall not apply to damages caused by or resulting from the sole negligence of the Indemnitee, its agents or employees, and (ii) to the extent caused by or resulting from the concurrent negligence of (a) the Indemnitee or the Indemnitee's agents or employees, and (b) the Indemnitor or the Indemnitor's agents or employees, shall apply only to the extent of the Indemnitor's negligence; PROVIDED, HOWEVER, the limitations on indemnity set forth in this Section shall automatically and without further act by either Landlord or Tenant be deemed amended so as to remove any of the restrictions contained in this Section no longer required by then applicable law.

Limitation on Indemnity. No indemnity pursuant to this Agreement shall be provided by the Company: (a) On account of any suit in which a final, unappealable judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company in violation of the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended; (b) For Damages that have been paid directly to Indemnitee by an insurance carrier under a policy of insurance maintained by the Company; (c) With 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; (d) On account of Indemnitee's conduct which is finally adjudged by a court having jurisdiction in the matter to have been intentional misconduct, a knowing violation of law or the RCW 23B.08.310 or any successor provision of the Statute, or a transaction from which Indemnitee derived an improper personal benefit; (e) If a final decision by a court having jurisdiction in the matter with no further right of appeal shall determine that such indemnification is not lawful (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission (the "SEC") 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 Indemnitee, or any proceeding by Indemnitee against the Company or its directors, officers, employees or other indemnitees, 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 Statute, or (iv) the proceeding is initiated pursuant to Section 3.3 hereof.

Limitation on Indemnity. Notwithstanding any other provision of this Agreement to the contrary, the Company shall not indemnify any Director from or on account of such person's conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct.

Limitation on Indemnity. Notwithstanding anything contained herein to the contrary, the Company shall not be required hereby to indemnify the Indemnitee with respect to any action, suit, or proceeding that was initiated by the Indemnitee unless (a) such action, suit, or proceeding was initiated by the Indemnitee to enforce any rights to indemnification arising hereunder and such person shall have been formally adjudged to be entitled to indemnity by reason hereof, (b) authorized by another agreement to which the Company is a party whether heretofore or hereafter entered, or (c) otherwise ordered by the court in which the suit was brought.

Limitation on Indemnity. (a) Notwithstanding anything in this Agreement to the contrary, no Indemnified Party shall be entitled to indemnification for Losses with respect to any particular matter unless and until the Losses applicable to such matter exceed $175,000; provided, that, if the Losses applicable to such matter exceed $175,000, then the party obligated to provide indemnification (the “Indemnitor”) shall be liable for all Losses applicable to such matter, subject to the provisions of this Article VIII; provided further, that in each case, any Losses or series of Losses arising out of the same facts or occurrences shall be considered Losses applicable to the same matter. (b) Notwithstanding anything in this Agreement to the contrary, (i) a Parent Indemnified Party shall have no right to indemnification pursuant to Section 8.2(a)(i) and an Equityholder Indemnified Party shall have no right to indemnification pursuant to Section 8.2(b)(i) unless and until the aggregate amount of all Losses suffered by such Parent Indemnified Party hereunder exceeds an amount equal to $4,000,000 (the “Deductible”), and then, subject to Sections 8.3(b)(ii) and 8.3(b)(iv) below, only to the extent of the excess; provided, that, the Deductible shall not be applicable to (A) claims for indemnification pursuant to Section 8.2(a)(i) with respect to claims of misrepresentation or breach of warranty set forth in Sections 3.1, 3.2, 3.3 and 3.4 or (B) claims for indemnification pursuant to Section 8.2(b)(i) with respect to claims of misrepresentation or breach of warranty set forth in Sections 4.1, 4.2 and 4.8, provided further, for the avoidance of doubt, that Losses not recoverable as a result of the operation of Section 8.3(a) or Section 8.3(b) shall not be included for purposes of determining whether the Deductible has been met or exceeded nor shall such Losses be otherwise recoverable under this Agreement; (ii) the sole source from which the Parent Indemnified Parties shall be entitled to indemnity is the Indemnity Escrow Parent Shares; (iii) the Parent Indemnified Parties’ rights to indemnification will be reduced by all insurance proceeds actually received by, net of all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and disbursements) incurred by, the Parent Indemnified Parties pursuant to insurance policies issued for the benefit of the Company or any of its Subsidiaries that are in effect as of the date hereof (or renewals (the total cost of which has been paid in ful...

Limitation on Indemnity. Notwithstanding anything contained herein to the contrary, the Company shall not be required hereby to indemnify the Indemnitee with respect to any action, suit, or proceeding that was initiated by the Indemnitee unless (a) such action, suit, or proceeding was initiated by the Indemnitee to enforce any rights to indemnification arising hereunder and such person shall have been formally adjudged to be entitled to indemnity by reason hereof, or (b) otherwise ordered by the court in which the suit was brought.