Limitation and Expiration. Notwithstanding the above:
(a) there shall be no liability for indemnification under Section 10.1 or Section 10.2 unless and until the aggregate amount of Damages exceeds one percent (1%) of the Base Merger Consideration (the "Indemnification --------------- Threshold"), at which time the Indemnifying Party (defined in Section 10.4 --------- below) shall be liable for all Damages from the first dollar; provided, however, that the Indemnification Threshold shall not apply to (i) adjustments to the Merger Consideration as set forth in Sections 2.2 and 3.1, which adjustments shall not constitute Damages; (ii) Damages arising out of any breaches of the covenants of the Shareholders set forth in this Agreement or representations and warranties made in Sections 5.4 (capital stock of the Company), 5.5 (transactions in capital stock), 5.18 (material contracts and commitments), 5.23 (conformity with law; litigation), 5.24 (taxes), 5.27 (environmental matters) or resulting from any receivables from related persons that are listed on Schedule 8.13 and are not repaid pursuant to their terms; (iii) Damages described in Section 10.1(a)(iv), or (iv) Damages arising out of any breaches of the covenants of CCC or Newco set forth in this Agreement or representations and warranties made in Section 6.2 (CCC Common Stock), 6.5 (Capitalization), Section 6.6 (litigation), 6.8 (CCC Prospectus), or 6.9 (Registration Statement);
(b) the aggregate amount of any liability for Damages of the Shareholders, CCC and Newco under this Article 10 shall not exceed 50% of the Merger Consideration except with regard to any Damages that occur as a result of fraudulent misrepresentations or fraudulent acts of the Shareholders, CCC or Newco, as applicable;
(c) the indemnification obligations under this Article 10, or under any certificate or writing furnished in connection herewith, shall terminate at the date that is the later of clause (i) or (ii) of this Section 10.3(c):
(1) except as to representations, warranties, and covenants specified in clause (i)(2) of this Section 10.3(c), the first anniversary of the Closing Date, or
(2) (w) with respect to representations and warranties of the Shareholders contained in Sections 5.22 (employee benefit plans), 5.24 (taxes), 5.27 (environmental matters), and the indemnification set forth in Sections 10.1(a)(ii) (with respect to pre-closing covenants only), 10.1(a)(iii), 10.1(a)(iv), or 10.2(a)(ii) (with respect to pre-closing covenants only) on (A) the ...
Limitation and Expiration. (a) Subject to Section 9.6(b) below, the Indemnitor shall be liable for all Losses arising out of any breaches of the covenants, agreements, representations and warranties set forth in this Agreement, unless any such covenant, agreement, representation or warranty shall have been specifically waived in writing by the Indemnitee. Subject to Section 9.6(b) below, for Third Party Claims and, remedies where Indemnitee seeks to set off against the Promissory Note, the remedies set forth in this Article 9 shall be exclusive, and for any other claim, indemnity shall not be the exclusive cause of action or limit any other cause of action that may be available to an Indemnitee. However, no Party or Indemnitee shall be permitted to recover punitive or consequential damages from another Party or an Indemnitor, whether by way of indemnification or under any other cause of action, or theory of recovery under this Article 9, including Section 9.1(b) and, in any event, except as set forth in Section 9.6(b), 7.2(k) or 4.5, the Stockholders' maximum liability shall be the Indemnity Cap. The Parties acknowledge and agree that, except for the express representations and warranties made by any Party in this Agreement or the Asset Purchase and Sale Agreement, there are no representations or warranties made by the Parties, either express or implied, with respect to the Business, the Stock, the Subject Properties, or any of the transactions contemplated by this Agreement or the Related Documents.
(b) The Parties acknowledge, that the provisions of this Article 9 were a material and substantial inducement for the transactions hereunder. In consideration of the representations and warranties hereunder, the Parties hereto agree that Stockholders' liability for and in respect of this Agreement and the transactions contemplated by this Agreement shall be subject and limited to the absolute, fixed amounts and for the absolute, fixed time limitations specified in this Article 9. These limitations of amount of liability and time to assert any such liability are exclusive, shall apply to all claims and other demands, charges, allegations, liabilities, responsibilities and exposures no matter how any and all of such claims may be brought or asserted, whether sounding in contract, tort or otherwise, whether known or unknown, contingent or otherwise. The Stockholders shall not have any liability to indemnify Landry's or the Purchaser for Losses unless the aggregate amount of Xxxxxx xor all ...
Limitation and Expiration. Notwithstanding the above: -------------------------
(a) There shall be no liability for indemnification under Section 7.1 unless the aggregate amount of Damages exceeds $200,000 (the "Indemnification Threshold"), in which event the liability for indemnification will apply to the entire aggregate amount of Damages in excess of the first $200,000. The maximum liability for indemnification under this Section 7.1 shall be $10.0 million except with respect to Claims (as defined below) relating to any breach of the representations and warranties set forth in Section 3.12 (Taxes), 3.15 (Intellectual Property) and 3.23 (Environmental Matters) or for Claims relating to fraud or willful misconduct. Any Damages payable pursuant to this Section 7 shall be a several and not joint obligation of the Members. The indemnification provided with respect to the Alternative Connections matter shall not be subject to the $200,000 deductible.
(b) The indemnification obligations under this Section 7 shall terminate as follows:
(i) with respect to claims or demands (a "Claim") relating to a breach of the representations and warranties set forth in Section 3.12 (Taxes), 3.15 (Intellectual Property) and 3.23 (Environmental Matters), 3.26 (Information Supplied) or fraud or willful misconduct, upon the later of the expiration of the applicable statute of limitations period or the final resolution of any and all such Claims pending as of such date; and
(ii) with respect to all other Claims for indemnification under this Section 7, upon the later of the first anniversary of the Closing Date or the final resolution of any such claims pending as of the first anniversary.
Limitation and Expiration. 42 10.3 Indemnification Procedures.................................... 42 10.4 Survival of Representations Warranties and Covenants.......... 44 10.5
Limitation and Expiration. 57 11.12 SURVIVAL OF REPRESENTATIONS WARRANTIES AND COVENANTS..................................58
Limitation and Expiration. (a) The Indemnitor shall be liable for all Losses arising out of any breaches of the covenants, agreements, representations and warranties set forth in this Agreement, unless any such covenant, agreement, representation or warranty shall have been specifically waived in writing by the Indemnitee.
(b) The aggregate amount of the Losses for which Seller or CHE, on the one hand, or Parent or Purchaser on the other, may be responsible under this Article VI shall not exceed an amount equal to the Purchase Price, except for Losses arising out of fraud, which may be unlimited.
(c) The indemnification obligations under this Article VI or under any certificate or writing furnished in connection herewith, shall terminate at the date that is the later of clause (i), (ii) or (iii) of this Section 6.7, as applicable:
(i) except for the representations and warranties set forth in Sections 3.1.4, 3.1.5, 3.1.14, 3.1.15, 3.1.17, 3.1.18, 3.1.19, 3.1.20, 3.1.23, 3.1.24, 3.1.27 and 3.1.28, all representations and warranties set forth in this Agreement shall not survive the Closing.
(ii) (A) with respect to claims relating to or arising out of any Taxes, the date that is six (6) months after the expiration of the longest applicable federal or state statute of limitations (including any extension thereof) or if there is no applicable statute of limitations, ten (10) years after the Closing Date; or
Limitation and Expiration. 42 10.3 Indemnification Procedures..................................43 10.4
Limitation and Expiration. 61 SECTION 7.08 REMEDIES........................................................62 SECTION 7.09
Limitation and Expiration. 37 Section 12.3 Agreement to Indemnify . . . . . . . . . . . . . . . . . 38 Section 12.4 HCCH Agreement to Indemnify. . . . . . . . . . . . . . . 38 Section 12.5 Procedure for Indemnification; Third Party Claims. . . . 39 Section 12.6
Limitation and Expiration. Notwithstanding the above:
(a) Neither SMA nor PSA shall have any liability for indemnification under Section 8.1 unless, the aggregate amount of Damages exceeds $100,000 (the "INDEMNIFICATION THRESHOLD") (in which event liability shall exist for all Damages); PROVIDED, HOWEVER, that the Indemnification Threshold shall not apply to (i) as to SMA, Damages arising out of any breaches of the covenants or representations and warranties made in SECTIONS 3.1(d) (Capital Stock of SMA), 3.1(e) or (Transactions in Capital Stock), or (ii) as to PSA, SECTION 4.2 (Capital Stock).
(b) the indemnification obligations under this Section 8, or under any certificate or writing furnished in connection herewith, shall terminate at the date that is the later of clause (i) or (ii) of this SECTION 8.4(b):
(i) except as to representations, warranties, and covenants specified in clauses 8.3 and 8.4(a) of this SECTION 8.4, one (1) year after the Closing Date, or
(ii) with respect to representations and warranties contained in SECTIONS 3.20 (SMA Employee Benefit Plans) and 3.22 (SMA Taxes), and the representations, warranties and covenants specified in clauses 8.4(a) and 8.3, two (2) years after the Closing Date.
