Limits on Indemnification Sample Clauses
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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. In addition to the limitations on indemnification set forth elsewhere in this Article VII, and notwithstanding anything to the contrary contained in this Agreement, (i) neither the Company Securityholders (if they are the Indemnifying Party) nor Parent (if it is the Indemnifying Party) shall be liable for any claim for indemnification pursuant to Section 7.2(a) or Section 7.3(a), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds $1,043,000, in which case the Indemnifying Party shall be liable for the full amount of such Losses above such amount, (ii) the amount of any such Losses shall be calculated net of insurance proceeds actually received by the Indemnified Party in respect of such Losses and the Indemnified Party agrees to promptly seek reimbursement for any and all Losses from any applicable insurance coverage (it being agreed that any indemnification hereunder is not to be deemed insurance, whether primary, excess or otherwise), (iii) in calculating the amount of any such Losses, there shall be taken into account any net Tax benefit or detriment of the Indemnified Party arising from the incurrence or payment of any such Losses or the receipt of, or right to receive, any indemnity payment hereunder, (iv) there shall not be any multiple recovery for any Losses and (v) in no event shall any Indemnified Party be entitled to recover punitive damages (except to the extent the Indemnified Party sustains Losses comprised of punitive damages arising from a Third Party Claim) or damages calculated on the bases of a diminution in value of any Company Stock, stock of the Surviving Corporation or Parent Common Stock. In computing the amount of any such Tax benefit or detriment, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of (or right to receive) any indemnity payment hereunder or the incurrence or payment of any indemnified Loss. For the avoidance of doubt, no Tax detriment shall be deemed to be realized by an Indemnified Party from the receipt of an indemnity payment which is properly treated as an adjustment to the Per Share Merger Consideration, Option Consideration or Warrant Consideration pursuant to Section 7.7. The Indemnified Party may not make a claim for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, for br...
Limits on Indemnification. Securities laws impose liabilities on investment advisers and others under certain circumstances and, notwithstanding anything in this section to the contrary, nothing in this Agreement will be deemed to waive or limit any right the Fund or any Partner may have under any of those laws.
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 (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misc...
Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) except with respect to claims relating to the Seller Fundamental Reps, Seller is not liable for any claim for indemnification pursuant to Section 6.2 unless and until the aggregate amount of indemnifiable Losses under that section equals or exceeds 1% of the Purchase Price, after which point the Seller is obligated to indemnify the Buyer Indemnified Party from and against any and all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) except with respect to claims relating to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% of the Purchase Price; and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does not apply with respect to indemnification under Section 6.3.
(b) In calculating the indemnifiable Losses suffered by the Indemnified Party, the amount of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment....
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. Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party shall be liable for any claim for indemnification pursuant to Section 9.2(a)(i), Section 9.2(b)(i), Section 9.2(c) and Section 9.2(d), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “Basket Amount”), in which case the Indemnifying Parties shall only be liable for the amount of such Losses in excess of the Basket Amount; (b) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of the Basket Amount; (c) the maximum aggregate amount of indemnifiable Losses which may be recovered from all Indemnifying Parties pursuant to Section 9.2(a)(i) and (ii) (in respect of any covenant or agreement requiring performance at or prior to the Closing), Section 9.2(b)(i) and (ii) (in respect of any covenant or agreement requiring performance at or prior to the Closing), Section 9.2(c) and Section 9.2(d), as the case may be, shall be an amount equal to $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses in the event of Fraud.
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 or tax benefits to the extent actually received by such Person as a result of an indemnified claim. Regardless of any investigation at any time made by or on behalf of any Party hereto or of any information any Party may have in respect thereof:
8.4.1. The representations, warranties, covenants, and agreements respectively made by Seller and Buyer in this Agreement, in the Disclosure Schedule, or in any certificate respectively delivered by Seller or Buyer pursuant to Section 7 will survive the Closing and the Closing Date:
(a) With respect to the representations and warranties of the Parties set forth in Sections 3.1, 3.3, 4.1 and 4.2, indefinitely
(b) Until the expiration of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive) in the case of the representations and warranties of Seller respectively set forth in Sections 3.2, 3.24, 3.26, 3.35 and 4.3;
(c) Until the expiration of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive; but excluding waiver or extension of the statute of limitation with respect to claims of fraud) in the case of the representations and warranties of Seller respectively set forth in Sections 3.13; and
(d) Until the eighteenth month anniversary of the Closing Date in the case of all other representations, warranties, covenants, and agreements.
8.4.2. If a notice or demand for indemnification is given in accordance with Section 8.2 before expiration of the applicable time period referenced above, then (notwithstanding such time period) the representation, warranty, covenant, or agreement applicable to such claim shall survive until, but only for purposes of, resolution of such claim.
8.4.3. Seller shall not be obligated to pay any amounts for indemnification under this Section 8 until the aggregate indemnification obligation hereunder exceeds $50,000 in the aggregate (provided that, any liability pursuant to Section 8.3 shall not be subject to the $50,000 threshold), whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller hereunder exceed $4,000,000 in the aggregate.
8.4.4. Buyer shall not be obligated to pay any amounts for indemnification under this Section 8 unt...
Limits on Indemnification. Indemnitor's liability under this Section 9 shall be limited as follows:
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 and warranties of the Seller under Sections 3.1, ------------- 3.2, 3.3 or 3.17 hereof (the indemnification for which shall expire on the ---------------- expiration of the applicable statute of limitations), the indemnification provided under this Article VIII shall expire on the third anniversary of the Closing Date. The Seller shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $25,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller to Global exceed [**] (except for claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of ---------------------- ---- indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.