Certain Matters Relating to Indemnification. (a) Seller shall not be required to indemnify Purchaser Indemnified Parties under Section 9.2(a) unless the aggregate amount of Losses for which Seller would, but for this Section 9.4(a), be required to indemnify under Section 9.2(a) exceeds One Hundred Sixty Thousand Six Hundred Ninety Five Dollars ($160,695) (the “Deductible”), in which case Seller shall indemnify Purchaser Indemnified Parties for only those certain Losses that are in excess of the Deductible; provided, however, that the Deductible will not apply to any Losses resulting from, arising out of, or relating to any breach of or inaccuracy in any of Seller’s Fundamental Representations or any of Seller’s representations or warranties set forth in Section 3.17 (Taxes). Notwithstanding anything to the contrary in this Agreement, Seller will not be required to indemnify Purchaser Indemnified Parties under Section 9.2(a) for any Losses in excess of the value of the Holdback Shares (the “Cap”); provided, however, that the Cap will not apply to any Losses arising out of or relating to any breach of or inaccuracy in any of Seller’s Fundamental Representations or any of Seller’s representations or warranties set forth in Section 3.17 (Taxes); provided, further, that the aggregate amount required to be paid by Seller under Section 9.2(a) will not exceed an amount equal to the Consideration. Notwithstanding anything to the contrary, any indemnification payment to which any Purchaser Indemnified Party is entitled under Section 9.2 shall first be made as a payment to such Purchaser Indemnified Party from the Holdback Shares remaining to be issued to Seller and, if such Holdback Shares have been depleted, any additional amount owed shall be paid by Seller with either Purchaser Common Stock or readily available funds, at Seller’s option. For the avoidance of doubt, subject to the provisions of this ARTICLE IX, it is understood that the Holdback Shares to be issued to Seller shall in no way limit the aggregate amount of indemnification to which any Purchaser Indemnified Party is entitled.
Certain Matters Relating to Indemnification. (a) Sellers will not be required to indemnify the Purchaser Indemnified Parties under Section 11.2(b)(i) unless the aggregate amount of Losses for which Sellers would, but for this Section 11.4(a), be required to indemnify under Section 11.2(b)(i) exceeds Two Million Eight Hundred Thousand Dollars ($2,800,000) (the “Basket”), in which case Sellers shall indemnify the Purchaser Indemnified Parties for all such Losses from the first dollar of Losses; provided, however, that the Basket will not apply to any Losses resulting from, arising out of, or relating to any breach of or inaccuracy in any of the Company’s Fundamental Representations or any of the Company’s representations or warranties set forth in Section 5.17 (Taxes). Purchaser will not be required to indemnify the Seller Indemnified Parties under Section 11.3(a) unless the aggregate amount of Losses for which Purchaser would, but for this Section 11.4(a), be required to indemnify under Section 11.3(a) exceeds the Basket, in which case Purchaser shall indemnify the Seller Indemnified Parties for all such Losses from the first dollar of Losses; provided, however, that the Basket will not apply to any Losses resulting from, arising out of, or relating to any breach of or inaccuracy in any of Purchaser’s Fundamental Representations.
Certain Matters Relating to Indemnification. (a) Seller shall not be required to indemnify Purchaser Indemnified Parties under Section 9.2(a) unless the aggregate amount of Losses for which Seller would, but for this Section 9.4(a), be required to indemnify under Section 9.2(a) exceeds One Hundred Eighty Seven Thousand Dollars ($187,000) (the “Basket”), in which case Seller shall indemnify Purchaser Indemnified Parties for all such Losses without regard to the Basket, provided, however, that the Basket will not apply to any Losses resulting from, arising out of, or relating to any breach of or inaccuracy in any of Seller’s Fundamental Representations.
Certain Matters Relating to Indemnification. (a) In no event shall any Indemnifying Party be responsible or liable for any Losses that are incidental, consequential, indirect, special, punitive or other than actual damages, except where such Losses arise from the willful breach by the Indemnifying Party or its Affiliates of any of its obligations under this Agreement or except to the extent such Losses are payable in respect of a third party claim.
Certain Matters Relating to Indemnification. (a) The amount which any Indemnifying Party is required to pay to any Indemnitee entitled to indemnification hereunder will be reduced by any insurance proceeds or other amount recovered or recoverable from any third party in reduction of the related Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Loss and subsequently receives insurance proceeds or recovers any other amount as provided in this Section 8.6, then the Indemnitee will without demand reimburse the Indemnifying Party such amount as is equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the insurance proceeds or other amounts had been received, realized or recovered before the Indemnity Payment was made.
Certain Matters Relating to Indemnification. Notwithstanding anything to the contrary in this Agreement:
Certain Matters Relating to Indemnification. (i) Any payment made by an Indemnifying Party to an Indemnified Party pursuant to this Section 8.2 in respect of any indemnifiable event will be net of any insurance proceeds actually realized by and paid to such Indemnified Party in respect of such claim. Such Indemnified Party will use its reasonable efforts to make insurance claims relating to any indemnifiable event for which it is seeking indemnification pursuant to this Section 8.2; provided, however, that such Indemnified Party will not be obligated to make such an insurance claim if any corresponding increase in insurance premiums to such Indemnified Party would exceed the value of the claim for which such Indemnified Party is seeking indemnification.
Certain Matters Relating to Indemnification. (a) With respect to the matters that are subject to, or asserted by an Indemnitee to be subject to, the indemnification obligations created by this Article 25, except as otherwise expressly provided herein or in any other Transaction Agreement, the parties agree not to seek recovery from one another other than pursuant to this Article 25; it being understood that the recovery available under this Article 25 is limited to a right to seek monetary compensation and does not include specific performance or injunctive relief.
Certain Matters Relating to Indemnification. (a) Seller will not be required to indemnify the Purchaser Indemnified Parties under Section 11.2(a) unless the aggregate amount of Losses for which Seller would, but for this Section 11.4(a), be required to indemnify under Section 11.2(a) exceeds One Million Nine Thousand One Hundred Twenty Five Dollars ($1,009,125) (the “Deductible”), in which case Seller shall indemnify the Purchaser Indemnified Parties for all such Losses in excess of the Deductible; provided, however, that the Deductible will not apply to any Losses resulting from, arising out of, or relating to (i) Fraud, or (ii) any breach of or inaccuracy in any of the Fundamental Representations.
