Common use of Indemnification Limitations Clause in Contracts

Indemnification Limitations. Notwithstanding any provision to the contrary contained in this Agreement, Seller shall be under no liability to indemnify a Buyer Indemnified Party under Section 8.2(a) and no claim under Section 8.2(a) shall be made: (i) unless notice thereof shall have been given by or on behalf of Buyer to Seller in the manner provided in Section 8.4, unless failure to provide such notice in a timely manner does not materially impair Seller’s ability to defend its rights, mitigate damages, seek indemnification from a third party or otherwise protect its interests; Membership Interest Purchase Agreement 19. (ii) to the extent related to a claim under Section 8.2(a)(i) for Seller’s breach of any representation or warranty of Seller under this Agreement or any documents delivered pursuant hereto, unless the liability of Seller in respect of any single claim or multiple claims in the aggregate exceeds Sixty Thousand Dollars ($60,000) (a “Relevant Claim”), in which event Buyer Indemnified Party shall be entitled to seek indemnification for the total amount of the Relevant Claim(s); (iii) to the extent that Buyer had actual written knowledge at or prior to the Effective Time of (A) the respective breach of a representation or warranty by Seller or (B) the breach of a covenant required to be performed or satisfied at or prior to the Effective Time; or (iv) to the extent such claim relates to an obligation or liability for which Buyer has agreed to indemnify Seller pursuant to Section 8.3.

Indemnification Limitations. Notwithstanding any provision to the contrary contained in this Agreement, Seller Buyer shall be under no liability to indemnify a Buyer Indemnified Party Seller under Section 8.2(a8.3(a) and no claim under Section 8.2(a8.3(a) shall be made: (i) unless notice thereof shall have been given by or on behalf of Seller to Buyer to Seller in the manner provided in Section 8.4, unless failure to provide such notice in a timely manner does not materially impair SellerBuyer’s ability to defend its rights, mitigate damages, seek indemnification from a third party or otherwise protect its interests; Membership Interest Purchase Agreement 19.; (ii) to the extent related to a claim under Section 8.2(a)(i8.3(a)(i) for Sellerrelated to Buyer’s breach of any representation or warranty of Seller Buyer under this Agreement or any documents delivered pursuant hereto, unless and only to the extent that the actual liability Membership Interest Purchase Agreement 20. of Seller Buyer in respect of any single claim or multiple claims in the aggregate exceeds Sixty Thousand Dollars ($60,000) (a “the Relevant Claim”), Claim amount in which event Buyer Indemnified Party Seller shall be entitled to seek indemnification for the total amount of the Relevant Claim(s); (iii) for any Seller Assumed Liabilities; (iv) to the extent that Buyer Seller had actual written knowledge at or prior to the Effective Time of (A) the respective breach of a representation or warranty by Seller Buyer or (B) the breach of a covenant required to be performed or satisfied at or prior to the Effective Time; or (ivv) to the extent such claim relates to an obligation or liability for which Buyer Seller has agreed to indemnify Seller Buyer pursuant to Section 8.38.2.

Indemnification Limitations. Notwithstanding any provision to the contrary contained in this Agreement, Seller shall be under no liability to indemnify a Buyer Indemnified Party Purchaser, the Company or the Partnership under Section 8.2(aSections 8.2(a)(i) and 8.2(a)(ii) and no claim under Section 8.2(aSections 8.2(a)(i) and 8.2(a)(ii) shall be made: (i) unless notice thereof shall have been given by or on behalf of Buyer Purchaser to Seller in the manner provided in Section 8.4, unless failure to provide such notice in a timely manner does not materially impair Seller’s ability to defend its their respective rights, mitigate damages, seek indemnification from a third party or otherwise protect its interests; Membership Interest Purchase Agreement 19.; (ii) to the extent that any loss may be recovered under a policy of insurance in force on the date of loss; provided, however, that this Section 8.2(b)(ii) shall not apply to the extent that coverage under the applicable policy of insurance is denied by the applicable insurance carrier; (iii) to the extent such claim relates to an obligation or liability for which Purchaser has agreed to indemnify Seller pursuant to Section 8.3; or (iv) to the extent related to a claim under Section 8.2(a)(i) or a claim under Section 8.2(a)(ii) for Seller’s or the Company’s breach of any representation covenant required to be performed or warranty of Seller under this Agreement satisfied at or any documents delivered pursuant heretoprior to Closing, or accrue to Purchaser unless the liability of Seller or the Company in respect of any single claim or multiple claims in the aggregate exceeds Sixty Ten Thousand Dollars ($60,00010,000) (a “Relevant Claim”), ) in which event Buyer Indemnified Party Purchaser shall be entitled to seek indemnification for the total amount of the Relevant Claim(s); (iii) to the extent that Buyer had actual written knowledge at or prior to the Effective Time of (A) the respective breach of a representation or warranty by Seller or (B) the breach of a covenant required to be performed or satisfied at or prior to the Effective Time; or (iv) to the extent such claim relates to an obligation or liability for which Buyer has agreed to indemnify Seller pursuant to Section 8.3.

Indemnification Limitations. Notwithstanding any provision to the contrary contained in this Agreement, Seller Buyer shall be under no liability to indemnify a Buyer Indemnified Party Seller under Section 8.2(a8.3(a) and no claim under Section 8.2(a8.3(a) shall be made: (i) unless notice thereof shall have been given by or on behalf of Seller to Buyer to Seller in the manner provided in Section 8.4, unless failure to provide such notice in a timely manner does not materially impair SellerBuyer’s ability to defend its rights, mitigate damages, seek indemnification from a third party or otherwise protect its interests; Membership Interest Purchase Agreement 19.; (ii) to the extent related to a claim under Section 8.2(a)(i8.3(a)(i) for Sellerrelated to Buyer’s breach of any representation or warranty of Seller Buyer under this Agreement or any documents delivered pursuant hereto, unless and only to the extent that the actual liability of Seller Buyer in respect of any single claim or multiple claims in the aggregate exceeds Sixty Thousand Dollars ($60,000) (a “the Relevant Claim”), Claim amount in which event Buyer Indemnified Party Seller shall be entitled to seek indemnification for the total amount of the Relevant Claim(s); Membership Interest Purchase Agreement 20. (iii) for any Seller Assumed Liabilities; (iiiiv) to the extent that Buyer Seller had actual written knowledge at or prior to the Effective Time of (A) the respective breach of a representation or warranty by Seller Buyer or (B) the breach of a covenant required to be performed or satisfied at or prior to the Effective Time; or (ivv) to the extent such claim relates to an obligation or liability for which Buyer Seller has agreed to indemnify Seller Buyer pursuant to Section 8.38.2.

Indemnification Limitations. Notwithstanding any provision to the contrary contained in this Agreement, Seller Purchaser shall be under no liability to indemnify a Buyer Indemnified Party Seller under Section 8.2(a10.3(a) and no claim under Section 8.2(a10.3(a) shall be made: (i) unless notice thereof shall have been given by or on behalf of Buyer Seller to Seller Purchaser in the manner provided in Section 8.410.4, unless failure to provide such notice in a timely manner does not materially impair SellerPurchaser’s ability to defend its rights, mitigate damages, seek indemnification from a third party or otherwise protect its interests; Membership Interest Purchase Agreement 19.; (ii) to the extent that any Damages may be recovered under a policy of insurance in force on the date of loss; provided, however, that this Section 10.3(b)(ii) shall not apply to the extent that coverage under the applicable policy of insurance is denied by the applicable insurance carrier; (iii) to the extent related to a claim under Section 8.2(a)(i10.3(a)(i) or a claim under Section 10.3(a)(ii) for SellerPurchaser’s breach of any representation covenant required to be performed or warranty satisfied at or prior to Closing, but expressly not with respect to any payment due under Section 1.13 of this Agreement, accrue to Seller under this Agreement or any documents delivered pursuant hereto, unless and only to the extent that the actual liability of Seller Purchaser in respect of any single claim or multiple claims in the aggregate exceeds Sixty Thousand Dollars ($60,000) (a “the Relevant Claim”), Claim amount in which event Buyer Indemnified Party Seller shall be entitled to seek indemnification for the total amount of the Relevant Claim(s); (iiiiv) for any Excluded Liabilities; or (v) to the extent that Buyer Seller had actual written knowledge at or prior to the Effective Time of (A) the respective breach of a representation or warranty by Seller Purchaser or (B) the breach of a covenant required to be performed or satisfied at or prior to the Effective Time; or (iv) to the extent such claim relates to an obligation or liability for which Buyer has agreed to indemnify Seller pursuant to Section 8.3.

Indemnification Limitations. Notwithstanding any provision to the contrary contained in this Agreement, Seller Purchaser shall be under no liability to indemnify a Buyer Indemnified Party the Shareholders under Section 8.2(a10.3(a) and no claim under Section 8.2(a10.3(a) shall be made: (i) unless notice thereof shall have been given by or on behalf of Buyer the Shareholders to Seller Purchaser in the manner provided in Section 8.410.4, unless failure to provide such notice in a timely manner does not materially impair SellerPurchaser’s ability to defend its rights, mitigate damages, seek indemnification from a third party or otherwise protect its interests; Membership Interest Purchase Agreement 19.; (ii) to the extent that any Damages may be recovered under a policy of insurance in force on the date of loss; provided, however, that this Section 10.3(b)(ii) shall not apply to the extent that coverage under the applicable policy of insurance is denied by the applicable insurance carrier; (iii) to the extent related to a claim under Section 8.2(a)(i10.3(a)(i) or a claim under Section 10.3(a)(ii) for SellerPurchaser’s breach of any representation covenant required to be performed or warranty satisfied at or prior to Closing, but expressly not with respect to any payment due under Section 1.8 or Section 1.9 of Seller under this Agreement or any documents delivered pursuant heretoAgreement, accrue to the Shareholders unless and only to the extent that the actual liability of Seller Purchaser in respect of any single claim or multiple claims in the aggregate exceeds Sixty Thousand Dollars ($60,000) (a “the Relevant Claim”), Claim amount in which event Buyer Indemnified Party the Shareholders shall be entitled to seek indemnification for the total amount of the Relevant Claim(s);; or (iiiiv) to the extent that Buyer either of the Shareholders had actual written knowledge at or prior to the Effective Time of (A) the respective breach of a representation or warranty by Seller Purchaser or (B) the breach of a covenant required to be performed or satisfied at or prior to the Effective Time; or (iv) to the extent such claim relates to an obligation or liability for which Buyer has agreed to indemnify Seller pursuant to Section 8.3.

Indemnification Limitations. Notwithstanding any provision to the contrary contained in this Agreement, Seller shall be under no liability to indemnify a Buyer Indemnified Party Purchaser or the Partnership under Section 8.2(aSections 7.2(a)(i) and 7.2(a)(ii) and no claim under Section 8.2(aSections 7.2(a)(i) and 7.2(a)(ii) shall be made: (i) unless notice thereof shall have been given by or on behalf of Buyer Purchaser to Seller in the manner provided in Section 8.47.4, unless failure to provide such notice in a timely manner does not materially impair Seller’s ability to defend its their respective rights, mitigate damages, seek indemnification from a third party or otherwise protect its interests; Membership Interest Purchase Agreement 19.; (ii) to the extent that any loss may be recovered under a policy of insurance in force on the date of loss; provided, however, that this Section 7.2(b)(ii) shall not apply to the extent that coverage under the applicable policy of insurance is denied by the applicable insurance carrier; (iii) to the extent such claim relates to an obligation or liability for which Purchaser has agreed to indemnify Seller pursuant to Section 7.3; or (iv) to the extent related to a claim under Section 8.2(a)(i7.2(a)(i) or a claim under Section 7.2(a)(ii) for Seller’s or the Partnership’s breach of any representation covenant required to be performed or warranty of Seller under this Agreement satisfied at or any documents delivered pursuant heretoprior to Closing, or accrue to Purchaser unless the liability of Seller or the Partnership in respect of any single claim or multiple claims in the aggregate exceeds Sixty Ten Thousand Dollars ($60,00010,000) (a “Relevant Claim”), ) in which event Buyer Indemnified Party Purchaser shall be entitled to seek indemnification for the total amount of the Relevant Claim(s); (iii) to the extent that Buyer had actual written knowledge at or prior to the Effective Time of (A) the respective breach of a representation or warranty by Seller or (B) the breach of a covenant required to be performed or satisfied at or prior to the Effective Time; or (iv) to the extent such claim relates to an obligation or liability for which Buyer has agreed to indemnify Seller pursuant to Section 8.3.

Indemnification Limitations. Notwithstanding any provision to the contrary contained in this Agreement, Seller except for items relating to any Tax Claims, Shareholder shall be under no liability to indemnify a Buyer Indemnified Party Purchaser or the Company under Section 8.2(aSections 7.2(a)(i) and 7.2(a)(ii) and no claim under Section 8.2(aSections 7.2(a)(i) and 7.2(a)(ii) shall be made: (i) unless notice thereof shall have been given by or on behalf of Buyer Purchaser to Seller Shareholder in the manner provided in Section 8.47.4, unless failure to provide such notice in a timely manner does not materially impair SellerShareholder’s ability to defend its their respective rights, mitigate damages, seek indemnification from a third party or otherwise protect its interests; Membership Interest Purchase Agreement 19.; (ii) to the extent that any loss may be recovered under a policy of insurance in force on the date of loss; provided, however, that this Section 7.2(b)(ii) shall not apply to the extent that coverage under the applicable policy of insurance is denied by the applicable insurance carrier; (iii) to the extent such claim relates to an obligation or liability for which Purchaser has agreed to indemnify Shareholder pursuant to Section 7.3; or (iv) to the extent related to a claim under Section 8.2(a)(i7.2(a)(i) or a claim under Section 7.2(a)(ii) for SellerShareholder’s or the Company’s breach of any representation covenant required to be performed or warranty of Seller under this Agreement satisfied at or any documents delivered pursuant heretoprior to Closing, or accrue to Purchaser unless the liability of Seller Shareholder or the Company in respect of any single claim or multiple claims in the aggregate exceeds Sixty Twenty Thousand Dollars ($60,00020,000) (a “Relevant Claim”), ) in which event Buyer Indemnified Party Purchaser shall be entitled to seek indemnification for the total amount of the Relevant Claim(s); (iii) to the extent that Buyer had actual written knowledge at or prior to the Effective Time of (A) the respective breach of a representation or warranty by Seller or (B) the breach of a covenant required to be performed or satisfied at or prior to the Effective Time; or (iv) to the extent such claim relates to an obligation or liability for which Buyer has agreed to indemnify Seller pursuant to Section 8.3.