Certain Limitations on Indemnification for Third-Party Claims and Direct Claims. (a) No indemnification shall be made by the Seller pursuant to Section 8.2(a) or Section 8.2(c) (i) unless such individual Buyer Indemnified Loss or series of related Buyer Indemnified Losses exceeds the Threshold Amount, and (ii) unless and until the aggregate amount of Buyer Indemnified Losses exceeding the Threshold Amount that would otherwise be subject to indemnification exceeds the Deductible, and, in such event, indemnification shall only be made by the Seller to the extent that the Buyer Indemnified Losses exceed the Deductible. The maximum amount that the Seller shall be required to pay pursuant to Section 8.2(a) and Section 8.2(c) in respect of all Buyer Indemnified Losses shall not exceed the Damages Cap, after which point the Seller shall have no obligation to indemnify the Buyer Indemnitees from and against further Buyer Indemnified Losses pursuant to Section 8.2(a) and Section 8.2(c). The Seller’s obligation to indemnify the Buyer under Section 8.2(b), Section 8.2(d), Section 8.2(e) or Section 9.13 shall not be subject to any of the limitations in this Section 8.7.
Certain Limitations on Indemnification for Third-Party Claims and Direct Claims. (a) No indemnification shall be made by the Selling Parties pursuant to Section 7.2(a) and Section 7.2(b): (i) for any individual Buyer Indemnified Loss unless such individual Buyer Indemnified Loss exceeds the De Minimis Amount (and excluding any Specific Indemnities Matter (defined below), and (ii) unless and until the aggregate amount of Buyer Indemnified Losses permitted under clause (i) above (and excluding any Specific Indemnities Matter) exceed the Tipping Basket, in which event, indemnification shall be made by the Selling Parties starting with the first dollar of such Buyer Indemnified Losses in excess of fifty percent (50%) of the Tipping Basket. Notwithstanding anything to the contrary in the preceding sentence, indemnification by the Selling Parties for Damages for each of the matters set forth in Section 4.10, Section 4.11(b), Section 4.14(l), Section 4.16, Section 4.17(a)(ii), Section 4.17(a)(iv), Section 4.17(a)(vi), and Section 4.18(e) of the Disclosure Schedules (taken individually and not in conjunction with any other matter in each aforesaid Section or any other Section of the Disclosure Schedule, but includes any individual matter disclosed in the aforesaid Sections of the Disclosure Schedule by reference to another Section of the Disclosure Schedules; it being clarified that Damages for one or more Proceedings with respect to such individual matter shall be treated for the purposes of this non-obstante proviso as Damages for a single matter) (each such matter, a “Specific Indemnities Matter”) is subject to the following: (A) the Selling Parties shall not be liable to indemnify for a Specific Indemnities Matter unless the Damages for such individual Specific Indemnities Matter exceeds Two Hundred Fifty Thousand Dollars ( $250,000.00) (the “
Certain Limitations on Indemnification for Third-Party Claims and Direct Claims. (a) No indemnification shall be made by the Selling Parties pursuant to Section 7.2(a) (i) for any individual Buyer Indemnified Loss unless such individual Buyer Indemnified Loss exceeds the De Minimis Amount, and (ii) unless and until the aggregate amount of Buyer Indemnified Losses permitted under clause (i) above exceed the Tipping Basket, in which event, indemnification shall be made by the Selling Parties starting with the first dollar of such Buyer Indemnified Losses in excess of fifty percent (50%) of the Tipping Basket. The maximum amount that the Selling Parties, jointly and severally, shall be required to pay pursuant to Section 7.2(a) in respect of all Buyer Indemnified Losses shall not exceed the Damages Cap, after which point the Selling Parties shall have no obligation to indemnify Buyer Indemnitees from and against any further Buyer Indemnified Losses pursuant to Section 7.2(a).
