Amount Limitation. Except with respect to claims for breaches of representations or warranties contained in Sections 3.1, 3.5, 3.6, 3.9, 3.16, 3.17, 3.20(a), 3.20(c), 3.27 and 3.29, and for Known Litigation Claims (as defined below), which are not subject to the limitations set forth in this sentence and which shall not count towards satisfying the Basket (as defined below), an Indemnified Party shall not be entitled to indemnification under this Section 9 for breach of a representation or warranty unless the aggregate of the Indemnifying Party's indemnification obligations to the Indemnified Party pursuant to this Section 9 (determined for purposes of this calculation without regard to this Section 9.6(b)) exceeds $100,000.00 (the "Basket"); but in such event, the Indemnified Party shall be entitled to indemnification in full for all inaccuracies and breaches of representations, warranties and/or covenants. For purposes of this Agreement, "Known Litigation Claims" shall mean those Claims arising out of or in XXXXX XXXXXXXX XXXXXXXXX xxxxxxxxxx xxxh any of the first four (4) items listed on Schedule 3.13 or the third item listed on Schedule 3.12; provided, however, that any future revenue that is lost or forgone as the result of CMS settling the first of such items shall not be treated as a Claim hereunder. Notwithstanding anything to the contrary in this Agreement, (i) the total amount paid by West Bend under this Section 9 in connection with breaches of Section 3.15 of this Agreement shall be subject to an aggregate cap or limit of $575,000.00 and (ii) the total amount paid to an Indemnified Party by an Indemnifying Party under this Section 9 (including Claims relating to breaches of Section 3.15) shall be subject to an aggregate cap or limit (the "Claim Cap") of (a) $15,300,000.00, minus (b) the Salvage Value, plus (c) the total of all capital contributions made by BCBS to CMS during the twelve (12) months preceding the Cap Limit Date (as defined below), minus (d) the total of all dividends made by CMS to BCBS during the twelve (12) months preceding the Cap Limit Date, plus (e) the aggregate Earn-Out Amount, if any, earned in 2003, 2004 and 2005; provided, however, in no event shall the Claim Cap exceed an amount equal to $17,300,000.00 plus the aggregate amount received by West Bend pursuant to Section 1.4 of this Agreement.
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. An Indemnified Party shall not be entitled to indemnification under this Article 11 for breach of a representation or warranty except to the extent the aggregate of the Indemnifying Party's indemnification obligations to the Indemnified Party pursuant to this Article 11 (but for this Section 11.5.(b)) exceeds Fifty Thousand Dollars ($50,000).
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 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 Sections 4.12(a), 4.18(b), (e) and (j), 4.23, or 5.4 an Indemnified Party shall not be entitled to indemnification under this Article 8 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 8 (but for this Section 8.5(b)) exceeds $100,000 but in such event, the Indemnified Party shall be entitled to indemnification in full for all breaches of representations and/or warranties.
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. 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. 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.
