Common use of Certain Limitations on Indemnification Clause in Contracts

Certain Limitations on Indemnification. (a) Notwithstanding anything herein to the contrary, Purchaser must give notice to Seller of any Claim in writing in reasonable detail prior to the expiration of the six month anniversary of the Closing Date. Any Claim not made by Purchaser on or prior to that date will be irrevocably and unconditionally released and waived. (b) Notwithstanding the provisions of this Article XI, neither party shall have any indemnification obligations for Losses under Section 11.3(a)(i), Section 11.4(a)(i), Section 11.4(a)(ii) and Section 11.4(a)(iii), (i) for any individual item where the Loss relating thereto is less than $25,000, (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than $25,000, unless the aggregate amount of all such Losses exceeds $200,000, and then only to the extent of such excess and (iii) in an aggregate amount in excess of $2,000,000; provided, that the limitations set forth in clauses (i), (ii) and (iii) shall not apply to obligations for Losses to the extent resulting from a breach of any Seller Fundamental Representation. In no event shall the aggregate indemnification to be paid by Seller or Purchaser under this Article XI exceed $4,000,000. (c) No representation or warranty of Seller contained herein shall be deemed untrue or incorrect, and Seller shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event of which (a) is disclosed as part of the Seller Schedules, including any supplements pursuant to Section 7.9(b) or (b) Purchaser is aware as of the Closing Date.

Certain Limitations on Indemnification. (a) Notwithstanding anything herein to the contraryExcept as set forth in Section 10.5(b) and (c), Purchaser must give notice to Seller of any Claim in writing in reasonable detail prior to the expiration of the six month anniversary of the Closing Date. Any Claim not made by Purchaser on or prior to that date will be irrevocably and unconditionally released and waived. (b) Notwithstanding notwithstanding the provisions of this Article XIX, neither party Seller nor Purchaser shall have any indemnification obligations for Losses under Section 11.3(a)(i), Section 11.4(a)(i), Section 11.4(a)(ii) and Section 11.4(a)(iii)Sections 10.2 or 10.3, (i) for any individual item item, or group of items arising out of or related to the same event or circumstances or series of related events or circumstances, where the Loss relating thereto is less than Five Thousand and no/100 Dollars ($25,0005,000.00), at which point the indemnifying party shall become liable for the entire amount of the Loss, and not just the amount in excess of Five Thousand and no/100 Dollars ($5,000.00) (the “Sub-Basket”) and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than $25,000, unless the aggregate amount of all such Losses (following the application of clause (i)) exceeds Ten Thousand Dollars ($200,00010,000.00) (the “Basket”), and then only to the extent of such excess and (iii) in an aggregate amount amounts in excess of $2,000,000; provided, that the limitations set forth in clauses Basket. (ib) Subject to Section 10.5(c), (ii) and (iii) shall not apply to obligations for Losses to the extent resulting from a breach of any Seller Fundamental Representation. In in no event shall the aggregate indemnification to be paid by Seller under Section 10.2(a) or Purchaser under this Article XI Section 10.3(a) exceed $4,000,000the Escrow Funds (the “Cap”). (c) No representation or warranty of Seller contained herein shall be deemed untrue or incorrectNotwithstanding anything in this Article X, the Cap, Basket and Seller Sub-Basket limitations set forth in Sections 10.5(a) and 10.5(b) shall not be deemed apply to have breached a representation claims for indemnification in respect of Losses related to or warranty, as a consequence arising out of the existence of any fact(i) Specified Representations, circumstance or event of which (aii) is disclosed as part of the Seller Schedules, including any supplements pursuant to Section 7.9(bPost Closing Covenants (iii) third party claims or (biv) Purchaser is aware as any claims for indemnification in respect of the Closing DateLosses related to or arising out of fraud, willful misconduct or intentional misrepresentation.