Applicability of Threshold. The limitation set forth in Section 8.3(a) shall not apply to (and shall not limit the indemnification or other obligations of Sellers for or with respect to) (i) any claim pursuant to any provision of Section 8.2 other than Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(b)(iv), or (ii) any claim with respect to Company Fraud.
Applicability of Threshold. The limitations set forth in Section 10.3(a) and Section 10.3(b) shall not apply in the event of fraud (whether on the part of such NSC Indemnifying Party, any other NSC Indemnifying Party, HoldCo, the Company or any representative of HoldCo or the Company).
Applicability of Threshold. For the avoidance of doubt, the limitation set forth in Section 9.3(a) shall not apply to (and shall not limit the indemnification or other obligations of the Company for or with respect to): (i) breaches of or inaccuracies in any of the Company Tax Representations or any of the Fundamental Company Representations; (ii) the matters referred to in Sections 9.2(a)(iii), 9.2(a)(iv), 9.2(a)(v), 9.2(a)(vi) (with respect to breaches of or inaccuracies in representations and warranties to which the Threshold Amount is not applicable), 9.2(a)(vii) (with respect to Specified Tax Proceedings) and 9.2(a)(viii). (c)
Applicability of Threshold. For the avoidance of doubt, the limitation set forth in Section 9.3(a) shall not apply to (and shall not limit the indemnification or other obligations of any Seller 28
Applicability of Threshold. The limitations set forth in Section 4.3(a) shall not apply: (i) in the case of Fraud; (ii) to inaccuracies in or breaches of any of the Specified Representations; (iii) to the matters referred to in Sections 4.2(a)(ii), 4.2(a)(iii), 4.2(a)(iv), 4.2(a)(v) and 4.2(a)(vi); or (iv) to the matters referred to in Section 4.2(a)(vii) (to the extent related to breaches of any of the Specified Representations).
Applicability of Threshold. The limitation set forth in Section 9.3(b) shall not apply (and shall not limit the indemnification or other obligations of any Non-Dissenting Equityholder, subject to the limitations contained in Sections 9.1 and 9.3 of this Agreement) to Damages resulting from: (i) any inaccuracies in or breaches of any of the Specified Representations or (ii) any of the matters referred to in Section 9.2(a)(ii) and Sections 9.2(a)(iv) through and including 9.2(a)(ix) hereof.
Applicability of Threshold. The limitation set forth in Section 10.3(a) shall not apply (and shall not limit the indemnification or other obligations of any Indemnitor) to inaccuracies in or breaches of any of the Fundamental Representations.
Applicability of Threshold. The limitation set forth in Section 9.3(a) shall not apply (and shall not limit the indemnification or other obligations of any Effective Time Holder) (i) in the event of willful misconduct, intentional misrepresentation or fraud (whether on the part of such Effective Time Holder, any other Effective Time Holder, any Acquired Company or any Representative of any Acquired Company), provided that an Effective Time Holder shall not be liable for the willful misconduct, intentional misrepresentation or fraud of any other Effective Time Holder in excess of such Effective Time Holder’s Pro Rata Share of the Escrow Amount, or (ii) in the case of a breach of a Fundamental Representation.
