Certain Limitations on Indemnification Obligations. (a) Except as otherwise expressly provided in this Section 11, the Purchaser Parties and Seller Parties shall not be entitled to receive any indemnification payments under Section 11.1 or 11.2 in connection with the inaccuracy in or breach of any representation or warranty, until the aggregate amount of Losses incurred by the Purchaser Parties or Seller Parties, as the case may be, exceed One Hundred Thousand Dollars ($100,000) (the “Basket Amount”), and Sellers or the Purchaser (as applicable) shall only be liable for the amount of all such Losses that exceeds the Basket Amount.
(b) Except as otherwise expressly provided in this Section 11, the maximum aggregate amount of indemnification payments under this Section 11 in connection with the inaccuracy in or breach of any representation or warranty to which the Purchaser Parties or Seller Parties shall be entitled to receive, upon the triggering of any indemnification obligation hereunder, shall not exceed Seven Million Dollars ($7,000,000).
(c) Notwithstanding anything to the contrary in this Agreement, any indemnification payments based upon any and all (i) Litigation Claims, (ii) Tax Claims, (iii) ERISA Claims involving fraud, false claims or criminal misconduct, (iv) Government Contract Claims involving fraud, false claims or criminal misconduct, (v) breaches of the representations contained in Sections 3.3 or 3.4 and/or (vi) claims of fraud or willful misconduct shall not be subject to either (i) the Basket Amount set forth in Section 11.5(a) or (ii) the maximum aggregate indemnification limitation set forth in Section 11.5(b).
(d) Any indemnity claims of Purchaser shall first be settled through disbursements from the Escrow Account in accordance with the terms and conditions set forth in the Escrow Agreement in the following order, first in cash and then in Purchaser Common Shares. Any Purchaser Common Shares disbursed from the Escrow Account shall have a value determined in accordance with the Indemnification Valuation. For the avoidance of doubt, the Escrow Account is part of and not an addition to the maximum aggregate indemnification limitation set forth in Section 11.5(b); provided, however, that if all or any amounts in the Escrow Account are distributed to Sellers before a timely and valid indemnification claim is made by Purchaser, such Escrow Account amounts distributed to Sellers shall not reduce the maximum aggregate indemnification limitation set forth in Section 11.5(b).
Certain Limitations on Indemnification Obligations. (a) The Buyer Indemnified Parties shall not be entitled to indemnification under Section 6.1(a) until the aggregate amount of Damages incurred by the Buyer Indemnified Parties for all claims under Section 6.1 in the aggregate exceeds $[*] (the “Basket Amount”), and the Seller will be liable under Section 6.1(a) only for the amount of such Damages that exceed the Basket Amount; provided, however, that this sentence shall not apply to indemnification claims under Section 6.1(a) with respect to [*]. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
(b) The Seller shall have no liability under Section 6.1(a) other than with respect to [*] with respect to Damages incurred by the Buyer Indemnified Parties in excess of an aggregate amount equal to [*]. The limitation set forth in the preceding sentence shall not apply to any Damages resulting from [*] and shall in no way restrict or limit Buyer’s right to offset in accordance with Section 6.6 below.
Certain Limitations on Indemnification Obligations. The Buyer Parties shall not be entitled to receive any indemnification payments under:
(i) Section 7.1 in connection with the inaccuracy in or breach of any representation or warranty, until the aggregate amount of Losses incurred by the Buyer Parties equal One Hundred Thousand Dollars ($100,000) (the “Deductible Amount”), whereupon the Buyer shall be entitled to receive indemnity payments for all such Losses in excess of such Deductible Amount; provided, however, that solely for purposes of determining whether the amount of the Seller’s indemnification obligations exceeds the Deductible Amount, a breach of the Seller’s and the Company’s representations or warranties shall be determined without regard to any limitation or qualification as to materiality or Company Material Adverse Effect (or similar concept) set forth in such representation or warranty.
(ii) The maximum aggregate amount of indemnification payments under this Section 7 (other than Tax Claims and ERISA Claims) to which the Buyer Parties shall be entitled to receive, upon the triggering of any indemnification obligation of the Seller, shall not exceed Fifteen Million Dollars ($15,000,000).
Certain Limitations on Indemnification Obligations. (1) No Indemnified Party shall be entitled to receive any indemnification payments under Section 5, unless the Indemnifying party receives notice of such breach or failure and is provided sixty (60) days to cure such breach or failure.
(2) No Indemnified Party will be entitled to receive any indemnification payments under Section 5, until the aggregate amount of Losses incurred by the Indemnified Party, exceed Fifty Thousand Dollars ($50,000) (the “Basket Amount”); provided, that once the aggregate amount of such Losses exceeds the Basket Amount, the Indemnifying Party, will be liable for all such Losses, including those in the Basket Amount.
(3) The maximum aggregate amount of indemnification payments under Section 5 which Buyer will be entitled to receive from each of the Sellers and/or SYN, upon the triggering of any indemnification obligation hereunder, will not exceed twenty five (25%) of the proportionate Consideration received by each Seller. The Consideration amount will be computed based on a) the Market Value of the GBSX stock on the OTC as on the day of Closing or b) the Cash proceeds if any received by the Seller either as a result of this agreement or through a sale of GBSX stock in the market or through private placement by the Seller.
(4) The amount of Loss for which an Indemnified Party will be indemnified in accordance with this Section 5 will be net of any amounts that are actually recovered by the Indemnified Party under any insurance policy with respect to such Losses (and any such recovery related to Losses for which the Indemnified Party have previously been indemnified will be repaid to the Indemnifying Party).
Certain Limitations on Indemnification Obligations. Purchaser shall not be entitled to receive any indemnification payments under this ARTICLE X unless and until the aggregate amount of all indemnifiable Losses incurred by Purchaser equals One Million Five Hundred Thousand Dollars ($1,500,000) (the "BASKET AMOUNT"), whereupon Purchaser shall be entitled to receive in full indemnity payments for all such Losses that exceed the Basket Amount; PROVIDED that the maximum aggregate amount of indemnification payments under this ARTICLE X to which Purchaser shall be entitled shall not exceed Forty Million Dollars ($40,000,000); PROVIDED FURTHER that Purchaser shall not be permitted to submit a claim for indemnification if aggregate Losses with respect to such claim are less than Two Thousand Five Hundred Dollars ($2,500).
Certain Limitations on Indemnification Obligations. 50 10.5 SET-OFF.....................................................50 10.6 SURVIVAL....................................................51
Certain Limitations on Indemnification Obligations. Notwithstanding anything in this Agreement to the contrary:
(a) The following limitations shall apply to any of the Charter Parties or any of the Sellers, as the Claimant, with respect to its claims against the Sellers or the Charter Parties, as the Indemnifying Party, for indemnity for matters described in Section
Certain Limitations on Indemnification Obligations. 68 10.6 Procedure for Indemnification 71 10.7 Treatment of Indemnification Payments 72 SECTION 11: MISCELLANEOUS 72 11.1 Fees and Expenses 72 11.2 Notices 72 11.3 Benefit and Binding Effect 73 11.4 GOVERNING LAW 74 11.5 Entire Agreement 74 11.6 Amendments; Waiver of Compliance 74 11.7 Agency Appointments by the Sellers and the Charter Parties 75 11.8 Consent and Agreement of Sellers 76 11.9 Specific Performance 76 11.10 Counterparts 00
Certain Limitations on Indemnification Obligations. Obligations.
(a) The indemnification obligations of the 77 Seller under Section 7.1 (other than with respect to breaches of representations, warranties, agreements or covenants under Articles I, II and VIII and Sections 3.1(c), (m)(iv), (vi), (x) and (xi), (q) and (s), 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.10, 4.12, 4.15, 4.16 and 9.1) shall not apply until aggregate Losses relating to all claims for which Purchaser or any of its Indemnified Persons is entitled to payment under Section 7.1 exceed U.S. $750,000 in the aggregate, and thereafter only such Losses in excess of the first U.S. $750,000 shall be indemnifiable. For avoidance of doubt, any Losses referred to in Section 7.3(e) shall not be included in the aggregation of Losses pursuant to the immediately preceding sentence.
(b) The indemnification obligations of Purchaser under Section 7.1 (other than with respect to breaches of representations, warranties, agreements or covenants under Articles I, II and VIII and Sections 3.2(g), 4.3, 4.4, 4.5, 4.6, 4.7, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 9.1) shall not apply until aggregate Losses relating to all claims for which the Seller or any of its Indemnified Persons is entitled to payment under Section 7.1 exceed U.S. $750,000 in the aggregate, and thereafter only such Losses in excess of the first U.S. $750,000 shall be indemnifiable.
(c) The indemnification obligations of the parties under Section 7.1 (other than with respect to representations and warranties contained in Sections 3.1(a), (b), (c), (g), (q), (s) and (w) hereof) shall terminate 18 months after the Closing Date; the indemnification obligations of Seller under Section 7.1 with respect to representations and warranties under Section 3.1(q) hereof shall terminate six months after the expiration of the applicable statutes of limitations; the indemnification obligations of Seller under Section 7.1 with respect to representations and warranties under Section 3.1(g) shall terminate 12 months after the Closing Date; the indemnification obligations of Seller under Section 7.1 with respect to representations and warranties under Section 3.1(s) shall terminate 3 years after the Closing Date; the indemnification obligations of Seller under Section 7.1 with respect to representations and warranties under Section 3.1(w) hereof shall terminate 6 years after the Closing Date; and the indemnification obligations of Seller under Section 7.1 with respect to representations and warran...
Certain Limitations on Indemnification Obligations. 6.5.1 The Buyer Parties shall not be entitled to receive any indemnification payments under this Article 6 until the aggregate amount of Losses incurred by the Buyer Parties equals $100,000 (the “Basket Amount”), whereupon the Buyer shall be entitled to receive in full indemnity payments for all such Losses including the Basket Amount; provided, however, that solely for purposes of determining whether the amount of the Seller’s indemnification obligations exceeds the Basket Amount, a breach of the Seller’s and the Company’s representations or warranties that gives rise to Losses shall be determined without regard to any limitation or qualification as to materiality or Company Material Adverse Effect (or similar concept) set forth in such representation or warranty.
6.5.2 Other than for claims for indemnification under Sections 6.1(iii), 6.1(iv), 6.3.4, the maximum aggregate amount of indemnification which the Buyer Parties shall be entitled to receive under this Article 6 shall not exceed 10% of the Purchase Price plus the Escrow Amount.
