Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Seller Entities shall not be obligated to indemnify Parent or the Purchaser for any costs or expenses (including reasonable attorneys', experts' and consultants' fees), judgments, fines, penalties, losses, claims, liabilities and damages, net of any insurance proceeds and tax benefits but grossed up to take into account tax detriments (such net amounts being referred to herein as, "Damages") pursuant to this Article VII to the extent they (i) are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of the Seller Entities (other than Damages resulting from the breach of any of the Listed Representations as to which there shall be no limitation) or (ii) constitute Excluded Liabilities set forth in Schedule 1.1(c), Item 3 [environmental], unless and until the dollar amount of all Damages shall equal in the aggregate $1,500,000, and then only for the excess over such amount. Notwithstanding the foregoing, no breach of the representations and warranties contained in Section 2.18, 2.19 and 2.20 [inventory, accounts receivable and product returns and warranties] shall be counted as Damages until all reserves for such matters reflected on the Closing Date Balance Sheet have been exhausted.
(b) Notwithstanding any provision to the contrary contained in this Agreement, the Parent and the Purchaser shall not be obligated to indemnify the Seller Entities for any Damages pursuant to this Article VII to the extent they are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of Parent or the Purchaser, unless and until the dollar amount of all such Damages shall equal in the aggregate $1,500,000, and then only for the excess over such amount.
(c) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate amount payable pursuant to this Article VII to Parent and the Purchaser or the Seller Entities, as the case may be, shall not exceed the Purchase Price.
Indemnification Amounts. (a) An Indemnitor shall not have liability under Section 8.2 until the aggregate amount of Damages theretofore incurred by the Investor Indemnitees or the Company Indemnitees, as applicable, exceeds an amount equal to $12,500,000 (the "Damage Threshold"), in which case the Investor Indemnitees or the Company Indemnitees, as applicable, shall be entitled to all Damages they have incurred (including without limitation Damages falling below the Damage Threshold), subject to Section 8.3(b) below.
(b) No indemnification shall be payable by the Company to the Investor Indemnitees under Section 8.2(a) in amounts in the aggregate in excess of $90,000,000.
(c) No indemnification shall be payable by an Investor to the Company Indemnitees under Section 8.2 in amounts in the aggregate in excess of the product of (i) $90,000,000 and (ii) a fraction the numerator of which is the number of Shares acquired by such Investor at the Closing, and the denominator of which is the aggregate number of shares acquired by the Investors at the Closing.
(d) The limitations on indemnification obligations set forth in this Section 8.3 shall not apply to Damages resulting from breaches of any covenants or agreements of the parties contained in this Agreement or in any of the other Transaction Documents. In addition, notwithstanding the provisions of paragraphs (a) and (b) above, the limitations on the indemnification obligations of the parties set forth therein shall not apply to breaches by the Company of the representations and warranties made in Section 3.2.
Indemnification Amounts. (a) Except as otherwise provided in this Section 8.4(a), (i) the Company shall not have any liability under Section 8.1(a)(i)(A) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $150,000 (the “Company Deductible”), at which time the Company shall be liable for the full amount of all Losses in excess of the Company Deductible and (ii) the Company’s aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Price; provided that, for purposes of this Section 8.4(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the representations and warranties of the Company contained in Article V. Notwithstanding the immediately preceding sentence, the Company shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.3 (Capitalization), Section 5.4 (Officers and Directors), the last sentence of Section 5.7 (Indebtedness), the last sentence of Section 5.8 (Liens on Inventory), the last sentence of Section 5.9 (Liens on Accounts Receivable), the second sentence of Section 5.10(b) (title to Real Property), the second sentence of Section 5.10(c) (title to Personal Property), Section 5.15 (Environmental Matters), Section 5.17 (Taxes), Section 5.18 (Employee Benefits), or Section 5.25 (Brokers).
(b) The Company shall not have any liability under Section 8.1(a)(i)(D) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $250,000 (the “EAW Deductible”), at which time the Company shall be liable for the full amount of all Losses in excess of the EAW Deductible.
(c) Except as otherwise provided in this Section 8.4(c), (i) the Purchaser shall not have any liability under Section 8.2(a)(i)(A) hereof until the aggregate of all Losses for which the Purchaser is liable under such Section are in excess of $150,000 (the “Purchaser Deductible”), at which time the Purchaser shall be liable for the full amount of all Losses in excess of the Purchaser Deductible and (ii) the Purchaser’s aggregate liability for Losses covered under Section 8.2(a)(i)(A) shall not exceed the sum of the Company Purchase Price, the Mackie Purchase Price and the Xxxxxxxx Purchase Price. Notwithstandin...
Indemnification Amounts. No Indemnifying Party shall have liability under Sections 8.2(a)(i) or 8.2(b)(i) until the aggregate amount of Losses to an Indemnified Party exceeds $2,625,000 (the “Basket Amount”), in which case the Indemnified Party shall be entitled to Losses in an amount up to 25% of the Purchase Price (the “Cap”) in the aggregate; provided, however, that the Indemnifying Party shall be liable only for the amount by which all Losses exceed the Basket Amount and provided, further that the Cap shall be unlimited in respect of all claims for indemnification hereunder other than those under Section 8.2(a)(i) or 8.2(b)(i). Notwithstanding the foregoing, the Basket Amount shall be zero ($0) and the Cap shall equal the Purchase Price with respect to an Indemnifying Party’s obligations to indemnify an Indemnified Party under Sections 8.2(a)(i) and 8.2(b)(i) solely with respect to the Special Representations made by the Indemnifying Party.
Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party for any Losses pursuant to this Article VIII to the extent they are the result of any breach of any representation or warranty made by or on behalf of the Indemnifying Party unless and until the dollar amount of all Losses in the aggregate exceed five million dollars ($5,000,000) (the "Basket Amount"), in which case the Indemnifying Party will be obligated to indemnify the Indemnified Party for the total amount of Losses including any amounts which would otherwise not be required to be paid by reason of this Section 8.7(a).
(b) Notwithstanding anything to the contrary contained herein, in no event shall the aggregate indemnification obligations of the Seller or any Seller Indemnifying Party pursuant to Section 8.2 or otherwise arising under this Agreement exceed twenty million dollars ($20,000,000); provided further that notwithstanding the foregoing, the Indemnified Party's right to seek indemnification hereunder for any Losses as a result of, in connection with, or relating to or by virtue of: (y) criminal activity or fraud of the other party, or (z) any breach of or inaccuracy in the representations, Warranties or covenants set forth in Section 3.2 (Due Authorization), 3.5 (Capitalization), Section 3.13 (tax matters), or Section 6.8 (Certain Tax Matters) shall not be subject to, or limited by, the limits contained in this Section 8.7(b).
(c) Except to the extent payable to a third party asserting a third party indemnification claim, under no circumstances shall an indemnifying party be liable for any consequential, indirect or punitive damages for any misrepresentation or breach of any provision of or any other matter arising pursuant to this Agreement or the Transaction Documents.
(d) For purposes of computing any Loss under this Article VIII with respect to any representation, warranty, covenant or agreement that is qualified as to materiality or Material Adverse Effect, the amount of the Loss shall be the entire Loss arising by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Loss in excess of an amount that constitutes a material Loss or in excess of an amount that constitutes a Material Adverse Effect; it being understood and agreed that, notwithstanding anything to the contrary contained in this Section 8.7, the Basket Amount sha...
Indemnification Amounts. The Seller shall not have liability under Section 8.2(a)(i) until the aggregate amount of the Buyer’s Losses (other than Tax Losses) attributable to indemnification claims for which a Claim Notice was properly delivered to the Seller pursuant to Section 8.3 exceeds $1,000,000 (the “Deductible Amount”), in which case the Buyer shall be entitled to Losses (other than Tax Losses) attributable to indemnification claims in an amount up to $12,000,000 in the aggregate (the “Cap Amount”); provided, however, that the Seller shall be liable only for the amount by which all Losses (other than Tax Losses) exceed the Deductible Amount (up to the Cap Amount); provided, further, that (A) neither the Deductible Amount nor the Cap Amount shall apply to any claim for payment of any Loss under Section 8.2(a)(i) in respect of any breach of the Seller’s representations and warranties in Sections 3.1, 3.2, 3.3 and 3.21, (B) the Deductible Amount shall not apply to any Tax Losses (but Tax Losses shall be subject to the Tax Deductible Amount); (C) the Cap Amount shall not apply to any claim for payment of any Loss under Section 8.2(a)(i) in respect of any Tax Losses or any breach of the Seller’s representations and warranties in Section 3.20. The Seller shall not have liability in respect of any Buyer’s Losses under Section 8.2(a)(i) in respect of any breach of the Seller’s representations and warranties in Section 3.15 (the “Tax Losses”) until the aggregate amount of Tax Losses for which a Claim Notice was properly delivered to the Seller pursuant to Section 8.3 exceeds $100,000 (the “Tax Deductible Amount”); provided, however, that the Seller shall be liable only for the amount by which all Tax Losses exceed the Tax Deductible Amount.
Indemnification Amounts. (a) Except with respect to Section 6.2(a)(ii), (a)(iii), (b)(ii) through (iv) or (c), the maximum amount required to be paid by any Indemnitor (as defined below) pursuant to Article VI of this Agreement in respect of any and all Damages suffered by any and all Indemnitees (as defined below) is the amount in USD equal to the Call Option Consideration (the "Cap"); provided, however, that, notwithstanding the foregoing, the Cap shall not apply to out-of-pocket costs and expenses (including reasonable attorneys' fees), penalties or interest incurred by any Indemnitee.
(b) The limitations on the indemnification obligations set forth in this Section 6.3 shall not apply to any covenants or agreements of the Parties in this Agreement.
(c) Notwithstanding anything to the contrary set forth herein, no limitation on the indemnification obligations set forth in this Section 6.3 shall apply to any breach of a representation or warranty made as of the date hereof if such representation or warranty was made with knowledge by the party making such representation or warranty that it (i) contained an untrue statement of a material fact or (ii) omitted to state a material fact necessary to make the statements contained therein not misleading. Solely for purposes of calculating the amount of Damages incurred arising out of or relating to any breach or representation or warranty (and not for purposes of determining whether or not a breach has occurred), the references to materiality qualifications (or correlative terms) shall be disregarded.
Indemnification Amounts. 27 SECTION 7.4. Non-Exclusive Remedy....................................................................... 27 SECTION 7.5. Certain Limitations........................................................................ 28 ARTICLE VIII MISCELLANEOUS.............................................................................. 28
Indemnification Amounts. 44 10.4 Claims........................................................................................45 10.5 Exclusive Remedy..............................................................................46
Indemnification Amounts. 37 7.4. Claims..................................................................38 7.5. Exclusive Remedy........................................................38 7.6. Insurance...............................................................38 7.7. Duplication.............................................................39
