Common use of Certain Limitations on Indemnification Clause in Contracts

Certain Limitations on Indemnification. Notwithstanding the provisions of this Article X, the Sellers shall not have any indemnification obligations under Article X for Losses of any Purchaser Indemnified Parties, other than Losses described in Section 10.01(c), (d) and (e) unless the aggregate amount of all such Losses exceeds US$25,000 (the “Basket”), and Purchaser shall not have any indemnification obligations under Article X for Losses of any Seller Indemnified Parties, other than Losses described in Section 10.02(d), unless the aggregate amount of all such Losses exceeds the Basket. If the amount of Losses exceeds the Basket, Purchaser Indemnified Parties or Seller Indemnified Parties will be entitled to indemnification in respect of all Losses. URI is not obligated to indemnify any Purchaser Indemnified Party for (i) any Losses arising under Section 10.01(a) that exceed, in the aggregate, $1,000,000 (the “URI R & W Cap”), or (ii) any Losses arising under Section 10.01(b) that exceed, in the aggregate and together with any amounts under the URI R & W Cap, $2,000,000, other than, in either case, Losses arising under Sections 10.01 (c), (d) and (e). Purchaser may offset any amounts owed to it by URI as a result of URI’s indemnification obligations under this Article X against amounts owed to Sellers by Purchaser under the Note. Purchaser is not obligated to indemnify any Seller Indemnified Party for (i) any Losses arising under Section 10.02(a) that exceed, in the aggregate, $1,000,000 (the “Purchaser R & W Cap”), or (ii) any Losses arising under Section 10.02(b) that exceed, in the aggregate and together with any amounts under the Purchaser R & W Cap, $2,000,000, other than Losses arising under Section 10.02(d).

Certain Limitations on Indemnification. (a) Notwithstanding the provisions of this Article X, neither the Sellers Selling Stockholder nor Purchaser shall not have any indemnification obligations under Article X for Losses under Sections 10.2(a)(i) or 10.3(a)(i) for any individual item, or group of any Purchaser Indemnified Partiesitems arising out of the same event, other where the Loss relating thereto is less than Losses described in Section 10.01(c), $40,000.00 (dthe “De Minimis Amount”) and (e) in respect of each individual item, or group of items arising out of the same event, where the Loss relating thereto is equal to or greater than the De Minimis Amount unless the aggregate amount of all such Losses exceeds US$25,000 $3,500,000.00 (the “BasketDeductible”), and then only to the extent of such excess; provided that neither the De Minimis Amount nor the Deductible shall apply to (x) inaccuracies in or breaches (i) of the Fundamental Representations, (ii) of the representations or warranties contained in Sections 5.9 (Taxes) and 5.20 (Affiliated Transactions) or (iii) relating to fraud or intentional misrepresentation, or (y) Losses under Sections 10.2(a)(ii) through Section 10.2(a)(v) or Section 10.3(a)(ii). The aggregate indemnification that is payable by the Selling Stockholder or the Purchaser pursuant to this Article X shall not have exceed the Escrow Amount and any indemnification accrued interest and/or investment income thereon (less applicable Taxes on such income) (the “Cap”) and, notwithstanding any other provision of this Agreement, (A) the sole recourse of the Purchaser Indemnified Parties with respect to the Selling Stockholder’s obligations under Section 10.2 shall be limited to the funds that are on deposit in the Escrow Account from time to time, except with respect to inaccuracies or breaches relating to fraud or intentional misrepresentation, and (B) the Purchaser Indemnified Parties may not make any claim pursuant to this Article X for Losses after the Second Escrow Release Date. For the avoidance of any Seller Indemnified Partiesdoubt, other than Losses described in Section 10.02(d), unless the aggregate amount of all such Losses exceeds the Basket. If if the amount of Losses exceeds the Basket, Purchaser Indemnified Parties or Seller Indemnified Parties will be entitled to indemnification in respect of all Losses. URI is not obligated to indemnify a claim by any Purchaser Indemnified Party for (i) any Losses arising under Section 10.01(a) that exceed, exceeds the remaining available amount in the aggregateEscrow Account, $1,000,000 then such remaining amount shall be the sole recourse of the Purchaser Indemnified Parties and, except with respect to inaccuracies or breaches relating to fraud or intentional misrepresentation, the Purchaser Indemnified Parties shall not be entitled to recover any remaining excess from any other source. Subject to the terms of the Escrow Agreement and any paid or pending claims pursuant to this Article X, (1) fifty percent (50%) of the “URI R & W Cap”)Indemnification Escrow Amount shall be released from the Escrow Account on the First Escrow Release Date, or and (ii2) the remainder of the Indemnification Escrow Amount and any Losses arising under Section 10.01(b) that exceedaccrued interest and/or investment income thereon (less Taxes, in the aggregate and together with any amounts if any, required to be deducted under the URI R & W Cap, $2,000,000, other than, in either case, Losses arising under Sections 10.01 (c), (dEscrow Agreement) and (e). Purchaser may offset any amounts owed to it by URI as a result of URI’s indemnification obligations under this Article X against amounts owed to Sellers by Purchaser under shall be released from the Note. Purchaser is not obligated to indemnify any Seller Indemnified Party for (i) any Losses arising under Section 10.02(a) that exceed, in Escrow Account on the aggregate, $1,000,000 (the “Purchaser R & W Cap”), or (ii) any Losses arising under Section 10.02(b) that exceed, in the aggregate and together with any amounts under the Purchaser R & W Cap, $2,000,000, other than Losses arising under Section 10.02(d)Second Escrow Release Date.

Certain Limitations on Indemnification. (a) Notwithstanding the provisions of this Article X, neither the Sellers Equity Holders nor Purchaser and the Surviving Corporation shall not have any indemnification obligations under Article X for Losses of any Purchaser Indemnified Partiesunder Section 10.2(a)(i), other than Losses described in Section 10.01(c10.2(b)(i) or Section 10.3(a)(i), (di) for any individual item, or group of items arising out of the same or series of similar facts, conditions or events, where the aggregate amount of Losses relating thereto is less than the Sub-Basket and where the aggregate amount of Losses relating thereto is equal to or exceeds the Sub-Basket, the Purchaser Indemnified Parties or Seller Indemnified parties, as the case may be, shall be entitled to indemnification for the full amount of such individual item (or group of items as set forth above), subject to clause (ii) below, and (eii) unless the aggregate amount of all such Losses exceeds US$25,000 (the “Basket”), and Purchaser shall not have any indemnification obligations under Article X for Losses of any Seller Indemnified Parties, other than Losses described in Section 10.02(d), unless the aggregate amount of all such Losses exceeds the Basket. If the amount of Losses exceeds the Basket, on a cumulative basis suffered by Purchaser Indemnified Parties or Seller Indemnified Parties will be entitled Parties, as the case may be, exceeds the Deductible, and then only to the extent of such excess. In no event shall the aggregate indemnification in respect of all Losses. URI is not for which the Equity Holders are obligated to indemnify any Purchaser Indemnified Party for (i) any Losses arising under Section 10.01(a) that exceed, in the aggregate, $1,000,000 (the “URI R & W Cap”), or (ii) any Losses arising under Section 10.01(b) that exceed, in the aggregate and together with any amounts under the URI R & W Cap, $2,000,000, other than, in either case, Losses arising under Sections 10.01 (c), (d10.2(a)(i) and Section 10.2(b)(i) exceed the Cap. The limitations on indemnification set forth in this Section 10.5(a) shall not apply to Losses based upon or resulting from the failure of any of the Fundamental Representations of the Company or of the Sellers or the Specified Representations to be true and correct in all respects at and as of the date hereof and as of the Closing Date. (e). Purchaser may offset any amounts owed b) Notwithstanding anything herein to it by URI as a result of URI’s indemnification obligations under this Article X against amounts owed to Sellers by Purchaser under the Note. Purchaser is not obligated to indemnify any Seller Indemnified Party for (i) any Losses arising under Section 10.02(a) that exceedcontrary, in the aggregate, $1,000,000 (the “Purchaser R & W Cap”), or (ii) any Losses arising under Section 10.02(b) that exceed, in the aggregate and together with any amounts under the Purchaser R & W Cap, $2,000,000no Equity Holder shall be liable, other than Losses arising with respect to fraud, for any amount in excess of the proceeds of the Final Merger Consideration entitled to be received by such Equity Holder pursuant to Section 3.1. Other than with respect to fraud, the Purchaser Indemnified Parties’ first recourse for indemnification by the Equity Holders under Section 10.02(d).10.2(a) and Section 10.2(b) shall be by application to the Escrow Amount pursuant to the terms of the Escrow Agreement, and thereafter, the Purchaser shall have recourse, at its sole discretion, to any and all of the Equity Holders in accordance with each such Equity Holder’s Ownership Percentage in an amount up to the Cap, provided that to the extent that the Escrow Amount shall have first been exhausted, the foregoing limitation shall not apply