Ceding Companies Indemnification Limitations Sample Clauses

Ceding Companies Indemnification Limitations. The Ceding Companies shall not be obligated to indemnify and hold harmless the Buyer Indemnitees under Section 8.02(a)(i)(B), Section 8.02(b)(i)(B), Section 8.02(a)(i)(C), and Section 8.02(b)(i)(C), cumulatively, unless and until the aggregate of all Losses that Buyer Indemnitees may have under Section 8.02(a)(i)(B), Section 8.02(b)(i)(B), Section 8.02(a)(i)(C), and Section 8.02(b)(i)(C), cumulatively, exceeds $4,000,000 (the “Deductible”) after which the Buyer Indemnitee shall be entitled to receive the amount of any such Losses in excess of the Deductible, subject to the limitations set forth in this Article VIII. The maximum aggregate liability of the Ceding Companies for Losses in respect of claims for indemnification pursuant to (i) Section 8.02(a)(i)(B) following the Phase 1 Closing but prior to the Phase 2 Closing shall be $52,500,000 (the “Phase 1 Cap”) and (ii) Section 8.02(a)(i)(B) and Section 8.02(b)(i)(B), cumulatively, following the Phase 2 Closing, shall be $70,000,000 (the “Phase 2 Cap”); provided that the Phase 1 Cap shall cease to be effective and shall be replaced in all respects by the Phase 2 Cap on the Phase 2 Closing Date. The maximum aggregate liability of the Ceding Companies for Losses in respect of claims for indemnification pursuant to (i) Section 8.02(a)(i)(B) and Section 8.02(a)(i)(C) following the Phase 1 Closing but prior to the Phase 2 Closing shall be $93,750,000 (the “Phase 1 Specified Representation Cap”) and (ii) Section 8.02(a)(i)(B), Section 8.02(b)(i)(B), Section 8.02(a)(i)(C), and Section 8.02(b)(i)(C), cumulatively, following the Phase 2 Closing, shall be $125,000,000 (the “Phase 2 Specified Representation Cap”); provided, that the Phase 1 Specified Representation Cap shall cease to be effective and shall be replaced in all respects by the Phase 2 Specified Representation Cap on the Phase 2 Closing Date.