Amount Limitation. An Indemnified Party shall not be entitled to indemnification under this Article 10 for breach of a representation or warranty unless the aggregate of the Indemnifying Party's indemnification obligations to the Indemnified Party pursuant to this Article 10 (but for this Section 10.9) exceeds $10,000; and in such event, the Indemnified Party shall only be entitled to indemnification for the amount above such threshold. The Seller's total liability shall not exceed the Purchase Price.
Amount Limitation. Except for Cobalt's and CC Holdings' indemnification obligations with respect to the breach of the representations and warranties contained in Section 2.17 and the Excluded Leases and Operations (which shall be enforceable without regard to the Minimum Claim Amount provided herein), an Indemnified Party shall not be entitled to indemnification under this Section 9 for breach of a representation, warranty or covenant, unless the aggregate of the Indemnifying Party's indemnification obligations to the Indemnified Party pursuant to this Section 9 (but for this Section 9.4(b)) exceeds One Hundred Thousand Dollars ($100,000.00) (the "Minimum Claim Amount"). In determining whether the Minimum Claim Amount has been satisfied, (i) the Indemnifying Party's indemnification obligations with respect to breaches of representations, warranties and covenants involving materiality qualifiers shall be included in the calculation of the Minimum Claim Amount and (ii) the amount of any such obligation shall be determined without regard to the Threshold Amount (as defined in Section 11.2). In the event that an Indemnifying Party's aggregate indemnification obligations (but for this Section 9.4(b)) exceed the Minimum Claim Amount, the Indemnifying Party shall be obligated to indemnify the Indemnified Party under this Section 9 only for the aggregate of such obligations in excess of the Minimum Claim Amount, and the total amount paid to an Indemnified Party by an Indemnifying Party under this Section 9 (including amounts paid with respect to the Excluded Leases and Operations by Cobalt and CC Holdings as the Indemnifying Party) shall be subject to an aggregate cap or limit of Seventeen Million Dollars ($17,000,000.00); provided, however, that such cap or limit shall increase to Twenty-Seven Million Dollars ($27,000,000.00) when the principal amount due under the Note is paid in full by APS.
Amount Limitation. To the extent permitted by law, the total liability of Pressbooks for claims by Partner or any other person arising under this Agreement shall be limited to the Fees paid by Partner to Pressbooks during the 6-month period preceding the event from which the liability arises.
Amount Limitation. Except with respect to claims for breaches of representations or warranties contained in Section 5.9(a) and claims related to Sections 12.1(c), 12.4, and 12.5, an Indemnified Party shall not be entitled to indemnification under this Article 12 for breach of a representation or warranty unless the aggregate of the Indemnifying Party’s indemnification obligations to the Indemnified Party pursuant to this Article 12 (but for this Section 12.7(b)) exceeds Two Hundred Twenty-Five Thousand and no/100 Dollars ($225,000.00); but in such event, the Indemnified Party shall be [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. entitled to indemnification in full for all breaches of representations and/or warranties. Except with respect to claims related to Sections 12.1(c), the liability of Company under this Article 12 shall be limited to Seven Million Five Hundred Thousand and no/100 Dollars ($7,500,000.00).
Amount Limitation. Except with respect to claims for breaches of representations or warranties contained in Section 5.9(a) and claims related to Sections 12.1(c), 12.4, and 12.5, an Indemnified Party shall not be entitled to indemnification under this Article 12 for breach of a representation or warranty unless the aggregate of the Indemnifying Party's indemnification obligations to the Indemnified Party pursuant to this Article 12 (but for this Section 12.7(b)) exceeds Two Hundred Twenty-Five Thousand and no/100 Dollars ($225,000.00); but in such event, the Indemnified Party shall be entitled to indemnification in full for all breaches of representations and/or warranties. Except with respect to claims related to Sections 12.1(c), the liability of Company under this Article 12 shall be limited to Seven Million Five Hundred Thousand and no/100 Dollars ($7,500,000.00).
Amount Limitation. Except with respect to claims for breaches of representations or warranties contained in Sections 4.24 or 5.3, an Indemnified Party shall not be entitled to indemnification under this Article 11 for breach of a representation or warranty unless the aggregate of the Indemnifying Party's indemnification obligations to the Indemnified Party pursuant to this Article 11 (but for this Section 11.6.(b)) exceeds $50,000; but in such event, the Indemnified Party shall be entitled to indemnification in full up to a maximum amount of $750,000, except for indemnification pursuant to Section 11.5.(a) with respect to which there shall be no limit.
Amount Limitation. Buyer shall not be entitled to indemnification under this Article 8 for breach of a representation or warranty unless and then only to the extent the aggregate of the Shareholders' indemnification obligations to the Buyer pursuant to this Article 8 exceeds Two Million Five Hundred Thousand Dollars ($2,500,000), provided that the foregoing limitation shall not apply to claims resulting from breach of Sections 3.1(d), (e), (f), (g), (h), 3.2 and 3.5 hereof. The Shareholders' aggregate liability for indemnification claims hereunder shall be limited to fifty percent (50%) of the Purchase Price.
Amount Limitation. In no event shall any Indemnifying Party’s aggregate indemnification obligations under this Article 11, exclusive of Excluded Claims, exceed the Purchase Price.
Amount Limitation. Subject to the immediately following sentence (a) no party shall be entitled to indemnification under Section 9.1(a)(x)(i) or 9.1(b)(i) with respect to any claim for indemnification unless the aggregate amount of all Damages resulting from such claims exceeds an amount equal to one percent (1.0%) of the Purchase Price (the “Basket Amount”), at which time amounts of such Damages in excess, but only in excess, of the Basket Amount may be recovered as provided in this Article IX, and (b) the aggregate liability of Seller under Sections 9.1(a)(x)(i) and Buyer under Section 9.1(b)(i) for indemnification shall not exceed an amount equal to fifteen percent (15.0%) of the Purchase Price. Notwithstanding anything to the contrary in this Section 9.3(b), the provisions of this Section 9.3(b) will not apply to (x) the obligations of Seller to indemnify Buyer and any Affiliate of Buyer in connection with any inaccuracy in or breach of the representations and warranties of Seller set forth in Sections 2.1, 2.2, 2.3, 2.4 or 2.27 or (y) the obligations of Buyer to indemnify Seller or any Affiliate of Seller in connection with any inaccuracy in or breach of the representations and warranties of Buyer set forth in Sections 3.2 or 3.6.
Amount Limitation. The Company and the Shareholder shall not have any obligation to indemnify any Indemnified Party under this Article XII to the extent the aggregate amount of the Claims for which the Indemnified Parties are entitled to indemnification hereunder exceeds an amount equal to Two Hundred Seventy Five Thousand Dollars ($275,000) (after which point the Company and the Shareholder will have no obligation to indemnify any Indemnified Party from and against any further Claims).
