Certain Limitations and Provisions Clause Samples
Certain Limitations and Provisions. The Buyer Indemnified Party or Seller Indemnified Party, as applicable, making a claim for indemnification under this Article VII is referred to herein as the “Indemnified Party” and the Party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party.” The indemnification provided for in this Article VII shall be subject to the following limitations and other provisions:
(a) Seller shall have no liability for indemnification of any Losses under Section 7.2(a) (other than arising out of any breach of the Seller Fundamental Warranties, the Tax and HR Warranties and instances of Seller’s criminal conduct or common law or statutory fraud for which, in each case, the Threshold Amount shall be zero) until the aggregate amount of all such Losses equals or exceeds one-half percent (0.5%) of the Base Purchase Price (the “Threshold Amount”), in which event Seller shall only be liable for Losses in excess of the Threshold Amount. Notwithstanding anything herein to the contrary, the aggregate amount of all Losses for which Seller shall be liable shall be limited as follows:
(i) Indemnification for Losses pursuant to Section 7.2(a) (excluding such Losses set forth in Section 7.4(a)(ii) and Section 7.4(a)(iii) below) shall not exceed an amount equal to ten percent (10%) of the Base Purchase Price;
(ii) Indemnification for Losses pursuant to Section 2.4(i)(A), Section 2.4(i)(B)(I) and Section 7.2(a) (to the extent relating to Seller’s breach of Section 3.11(b) or Section 3.11(d)) shall not exceed Twenty-Five Million Dollars ($25,000,000); and
(iii) Indemnification for breach of any Seller Fundamental Warranty or Tax and HR Warranty shall not exceed an amount equal to the Base Purchase Price. Notwithstanding anything herein to the contrary, Seller shall have no liability for indemnification under Section 7.2(a) or Section 7.2(b) for Losses with respect to any individual item or set of items arising out of substantially similar facts and circumstances unless the amount of Losses with respect to such item equals or exceeds Fifty Thousand Dollars ($50,000), and if such amount is not equaled or exceeded, none of the Losses with respect to such items will be counted toward the Threshold Amount.
(b) Buyer shall have no liability for indemnification of any Losses under Section 7.3(a) (other than arising out of any breach of the Buyer Fundamental Warranties and instances of Buyer’s criminal conduct or common law or statutory fraud for ...
Certain Limitations and Provisions. The indemnification obligations of Sellers in Section 8.2 and the indemnification obligations of Buyer in Section 8.3 are subject to the following limitations and provisions, as applicable:
(a) Sellers shall not be liable to the Buyer Indemnified Parties for indemnification under Section 8.2(a) for any Losses up to the Threshold Amount. Sellers shall be liable to the Buyer Indemnified Parties for indemnification under Section 8.2(a) for any Losses in excess of the Threshold Amount until the aggregate amount of all Losses in respect of indemnification under Section 8.2(a) exceeds the Retention Amount. For the avoidance of doubt, the limitations set forth in this Section 8.4(a) shall not apply to Losses based upon, arising out of, with respect to, or by reason of (i) any inaccuracy in or breach of any Fundamental Representation of Sellers or the Company or (ii) any claim under Section 8.2(b), Section 8.2(c), Section 8.2(d), or Section 8.2(e). For the avoidance of doubt, the limitations set forth in this Section 8.4(a) shall not affect or otherwise limit any claim made or available under the R&W Insurance Policy. Notwithstanding anything in this Section 8.4(a) to the contrary, the limitations set forth in this Section 8.4(a) shall not apply to any claim based upon, arising out of, with respect to, or by reason of fraud.
(b) Buyer shall not be liable to the Seller Indemnified Parties for indemnification under Section 8.3(a) (other than in respect of any Fundamental Representation of Buyer), until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) exceeds the Threshold Amount, in which event Buyer shall be required to pay and be liable for Losses in excess of such amount. For the avoidance of doubt, the limitations set forth in this Section 8.4(b) shall not apply to Losses based upon, arising out of, with respect to, or by reason of any claim under Section 8.3(b). Notwithstanding anything in this Section 8.4(b) to the contrary, the limitations set forth in this Section 8.4(b) shall not apply to any claim based upon, arising out of, with respect to, or by reason of fraud. The maximum aggregate Liability of Buyer to the Seller Indemnified Parties for indemnification under Section 8.3 (including in respect of the Fundamental Representations of Buyer) will not exceed the Preliminary Purchase Price. Notwithstanding anything in this Section 8.4(b) to the contrary, the limitations set forth in this Section 8.4(b) shall not apply to a...
Certain Limitations and Provisions. 75 Section 7.5 Indemnification Procedures .......................................................................77 Section 7.6 Tax Treatment of Indemnification Payments ............................................78 Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 3 of 159 000140 EXECUTION VERSION