Additional Limitations on Indemnification. Notwithstanding any other provision of this Agreement:
Additional Limitations on Indemnification. With respect to indemnification by the Company or the Investors, (a) the Company and each Investor shall not be liable, as applicable, under this Article VI until the aggregate amount of all claims against the Company or such Investor, as applicable, in respect of indemnification under this Article VI, other than with respect to indemnification for breach of any Fundamental Representation or a breach of the representations set forth in Section 3.16 (Taxes), exceeds $4,257,365.13 (the “Threshold Amount”), in which event the Company or such Investor, as applicable, shall only be liable for claims in excess of the Threshold Amount, (b) the Company and each Investor shall not be liable, as applicable, under this Article VI, except with respect to indemnification for breach of any Fundamental Representation or a breach of the representations set forth in Section 3.16 (Taxes), for any individual or series of related costs, losses, liabilities, damages or expenses which do not exceed $100,000 (which costs, losses, liabilities, damages or expenses shall not be counted toward the Threshold Amount) and (c) the Company’s and the Investors’ maximum aggregate liability, as applicable, under this Article VI, other than with respect to indemnification for breach of any Fundamental Representation, shall be limited to $42,573,651.27; provided, however, each Investor will be entitled to its pro rata portion of any indemnification provided by the Company under this Article VI, based on the percentage of Purchased Securities purchased by such Investor and provided further that in no event will any Investor ever be liable for more than the amount of net proceeds received by such Investor under the Acquisition Agreement. Notwithstanding anything to the contrary contained herein, any damages otherwise indemnifiable under this Article VI shall be reduced by the amount of insurance proceeds actually recovered by a Company Related Party or Investor Related Party, as applicable, in respect of such damages (net of costs of collection, deductibles and retro-premium adjustments). Damages shall be determined without duplication of recovery by reason of the state of facts giving rise to such damages constituting a breach of more than one representation, warranty, covenant or agreement. Each of the parties acknowledges that indemnification obligations under this Agreement and the Acquisition Agreement may overlap, and agree that any such overlapping claim for indemnification may be made u...
Additional Limitations on Indemnification. The parties hereto agree that with respect to each indemnification obligation in this Agreement, all Damages shall be net of (a) any insurance proceeds (minus the premium costs of such insurance) which have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification under this Agreement and (b) any Tax benefit arising from such Damages actually received in the year of such Damages by the Indemnified Party minus all costs and expenses associated with obtaining such Tax benefit. The parties hereto agree that Seller shall have no indemnification obligation for any Damages to any Indemnified Party to the extent they are duplicative of Damages to any other Indemnified Party that is an Affiliate of such Indemnified Party or that they have already recovered under another provision of this Agreement.
Additional Limitations on Indemnification. The Parties liability for indemnification under this Section 11 shall be further limited and be subject to the following:
Additional Limitations on Indemnification. No indemnity pursuant to Section 2 hereof shall be paid by the Company:
Additional Limitations on Indemnification. (a) No right to indemnification may be asserted under this Section 12 after the second anniversary of the Closing Date, except any such rights to indemnification arising in connection with (a) any matter referred to in Sections 6.14 or 6.18, none of which shall be subject to any time limitation other than any statutes of limitation applicable to such matters, (b) any matter covered by Section 10 or (c) any claim as to which the notice required by Section 12.4 has been given on or prior to the second anniversary of the Closing Date. The provisions of this Section 12 shall control over any general indemnification provisions set forth elsewhere in this Agreement.
Additional Limitations on Indemnification. Notwithstanding anything contained herein to the contrary:
Additional Limitations on Indemnification. For purposes of the Article X, all Loss shall be computed net of (a) any insurance recovery actually received with respect thereto, and (b) the amount of any net Tax benefit actually realized relating to such Loss. In no event shall the aggregate amount of all payments made by the Seller and the Shareholders in respect of their obligations in respect of breach of the representations and warranties made by them hereunder exceed $20,000,000, nor shall the liability of Oneida or the Buyer under this Article exceed such amount.
Additional Limitations on Indemnification. (a) No claim, demand, suit or cause of action shall be brought against an indemnifying party by an indemnified party under Sections 6.1(a) and 6.1(b) or Sections 6.2(a) and 6.2(b) unless and until the aggregate amount of claims by such indemnified party exceeds Two Hundred Thousand Dollars ($200,000), in which case the indemnified party shall be entitled to indemnification from the indemnifying party only with respect to claims in excess of such amount.
Additional Limitations on Indemnification. (a) Notwithstanding anything in the Bulk Gas Agreement to the contrary, for the avoidance of doubt, from and after the Closing, none of the Seller, the Guarantor or any of their Affiliates shall have any obligation to indemnify any Purchaser Indemnitee thereunder for any Loss to the extent arising out of or resulting from the Packaged Gas Business, including the ownership or operation of the Packaged Assets, the Packaged Contracts and the Real Property Leases, any product, equipment or service manufactured, offered, sold, leased or licensed in connection therewith, Environmental Liabilities related to the Packaged Gas Business, the 102 Packaged Assets, the Real Property Leases or the Real Property, the Packaged Intellectual Property and the Business Employees, it being understood that indemnification and allocation of liabilities with respect thereto are exclusively set forth in this Agreement. This Section 13.14(a) shall not limit the Seller’s indemnification obligations under this Agreement.
