Applicability of Basket. The limitations set forth in Section 9.03(a) shall not apply: (i) to inaccuracies in or breaches of any of the Seller Fundamental Representations; or (ii) to any of the matters referred to in Sections 9.02(a)(ii) and Section 9.02(a)(iii).
Applicability of Basket. The limitations set forth in Section 10.03(a) shall not apply in the event of fraud, intentional misrepresentation or willful misconduct (whether on the part of Seller or the Company).
Applicability of Basket. (i) In addition to the other limitations set forth in this Article 9, no Parent Indemnitee shall be entitled to recover any Damages for which such Parent Indemnitees may be entitled pursuant to Section 9.2(a) and/or Section 9.2(b) until such time as and only to the extent that the total amount of all such indemnifiable Damages that have been suffered or incurred by any one or more of the Parent Indemnitees exceeds in the aggregate $300,000 (the “Basket”), and thereafter, Parent Indemnitees shall be entitled to recover Damages from the first dollar, subject to the other limitations of this Article 9; provided, however, the Basket shall not apply to any claim for indemnification pursuant to Section 9.2(a)(ii).
(ii) In addition to the other limitations set forth in this Article 9, no Equityholder Indemnitee shall be entitled to recover any Damages for which such Equityholder Indemnitees may be entitled pursuant to Section 9.3(a) until such time as and only to the extent that the total amount of all such indemnifiable Damages that have been suffered or incurred by any one or more of the Parent Indemnitees exceeds the Basket, and thereafter, Equityholder Indemnitees shall be entitled to recover Damages from the first dollar, subject to the other limitations of this Article 9; provided, however, the Basket shall not apply to any claim for indemnification pursuant to Section 9.3(a)(ii).
Applicability of Basket. The limitations set forth in Section 4.3(a) shall not apply: (i) in the case of intentional misrepresentation or fraud; (ii) to inaccuracies in or breaches of any of the representations and warranties set forth in Sections 2.3, 2.4(d) and 2.5(b); (iii) the matters referred to in Sections 4.2(a)(ii), and 4.2(a)(iii); or (iv) to the matters referred to in Section 4.2(a)(iv) (to the extent related to any of the matters referred to in clauses “(i)” through “(iii)” of this sentence).
Applicability of Basket. The limitations set forth in Section 10.3(a) shall not apply (and shall not limit the indemnification or other obligations of any Effective Time Holder): (i) in the event of Fraud (whether on the part of any Effective Time Holder, on the part of the Company or any Representative acting on behalf of the Company); (ii) to inaccuracies in or breaches of any of the Fundamental Representations; (iii) to any of the matters referred to in Sections 10.2(a)(iii) through Section 10.2(a)(vii), inclusive; or (iv) to the matters referred to in Section 10.2(a)(viii) (to the extent related to any of the matters referred to in clauses “(i)” through “(iii)” of this sentence).
Applicability of Basket. The limitations set forth in Section 11.3(a) shall not apply (and shall not limit the indemnification or other obligations of any Selling Shareholder) to: (i) breaches of any of the Specified Representations or the Tax Representations or the failure of any of the Specified Representations or the Tax Representations to be true and correct; or (ii) for the avoidance of doubt, any of the matters referred to in Section 11.2(a)(ii) through Section 11.2(a)(iv), inclusive, or Section 11.2(b).
Applicability of Basket. The limitations set forth in Section 11.3(a) shall not apply: (i) in the event of intentional misrepresentation, willful misconduct or fraud; (ii) to inaccuracies in or breaches of any of the Company Specified Representations, Seller Specified Representations, Tax Representations or Employee Representations; or (iii) to the matters referred to in Sections 7, Sections 11.2(a)(i)(B) through 11.2(a)(i)(D), and 11.2(a)(ii)(B). The limitations set forth in Section 11.3(b) shall not apply: (i) in the event of intentional misrepresentation, willful misconduct or fraud; (ii) to inaccuracies in or breaches of any of the Purchaser Specified Representations; or (iii) to the matters referred to in Section 11.2(a)(iii)(B).
Applicability of Basket. The limitations set forth in Section 6.03(a) shall not apply to inaccuracies in or breaches of any of the Seller Fundamental Representations or the Seller Environmental Representations.
Applicability of Basket. The limitations set forth in Section 10.3(b) shall not apply (and shall not limit the indemnification or other obligations of any Effective Time Holder or Parent): (i) in the event of fraud with respect to another party hereto or an Indemnified Party hereunder (whether on the part of any Effective Time Holder, any Acquired Company, Parent or Merger Sub or any Representative of any Acquired Company, Parent or Merger Sub); or (ii) to inaccuracies in or breaches of any of the Fundamental Representations.
Applicability of Basket. Except in the case of Indemnifiable Contractor Matters, Indemnifiable Company Debt and intentional or willful misrepresentation or fraud, Parent Indemnitees may not recover any Damages for indemnification pursuant to Section 10.2(a)(i) unless and until with respect to all claims brought by the Parent Indemnitees, the aggregate amount (without duplication) of such Damages exceeds Ten Thousand Dollars ($10,000), at which point the Parent Indemnitees shall be entitled to recover all Damages.
