Limitation of Indemnification Obligations. (a) Notwithstanding anything to the contrary contained in this Agreement, the Buyer and the Seller acknowledge that, except for claims involving fraud or breach of the Seller Fundamental Representations (for which the indemnification obligations of the Seller under Section 6.1(a) shall be unlimited), the Seller shall not be liable for any indemnification obligations pursuant to Section 6.1(a) in excess of the Liability Cap, and shall not be required to pay for any indemnification obligations pursuant to Section 6.1(a) outside of the Indemnification Holdback Amount.
(b) Notwithstanding anything to the contrary contained in this Agreement, the Buyer and the Seller acknowledge that, except for claims involving fraud or breach of the Buyer Fundamental Representations (for which the indemnification obligations of the Buyer under Section 6.2(a) shall be unlimited), the Buyer shall not be liable for any indemnification obligations pursuant to Section 6.2(a) in excess of the Liability Cap.
(c) No Buyer Indemnified Party or Seller Indemnified Party shall be entitled to indemnification under Section 6.1(a) or Section 6.2(a) with respect to any Losses until the aggregate amount of such Losses exceeds $150,000 (the “Basket”); provided, that to the extent indemnifiable Losses hereunder exceed the Basket, then all such Losses shall be indemnifiable hereunder; provided, further, that the Basket shall not apply to breaches of Section 3.1 (Organization), Section 3.2 (Authorization; Validity), Section 3.3 (Capitalization), Section 3.4 (No Subsidiaries), Section 3.6 (Title to the Shares), Section 3.7 (Title to Assets), Section 3.22 (Taxes) or Section 3.29 (Brokers) (collectively, the “Seller Fundamental Representations”) or of Section 4.1 (Organization), Section 4.2 (Authorization; Validity), or Section 4.5 (Brokers) (collectively, the “Buyer Fundamental Representations”).
Limitation of Indemnification Obligations. The indemnification obligations set forth in (a) and (b) above will not apply with respect to any claim or loss to the extent it is caused by the other party’s intentional acts, willful misconduct or gross negligence.
Limitation of Indemnification Obligations. Notwithstanding anything to the contrary set forth in this Agreement: (i) the remedies in Section 8(a) shall be the Company's sole remedies in the event of a successful claim of Intellectual Property infringement; and (ii) IPS shall have no liability to the Company under this Section 8 if (1) any infringement is based upon the Company's use of the Utility Software in combination with any software not furnished by IPS, (2) the Utility Software is used in a manner for which it is not designed or (3) the infringement is based upon modifications of the Utility Software made by or for the Company.
Limitation of Indemnification Obligations. Sections 13.1 and 13.2 above shall not apply to any Claim by Tenant against Landlord or to any Claim to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors or employees. Notwithstanding the foregoing, Tenant shall not be prevented from seeking contribution or indemnification from Landlord in connection with any Claim, litigation or proceeding brought against Tenant by a third party, including any governmental entity, for events occurring on the Premises prior to the Commencement Date.
Limitation of Indemnification Obligations. (a) Subject to Section 7.05, the indemnification provided for in Section 7.02 shall be subject to the following limitations:
(i) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.02 (except with respect to a breach of a Fundamental Representation or any Tax identified under Section 7.02(a)(iii)), with respect to any item or group of related items where the aggregate Losses suffered by the Indemnified Party for such item or group of related items do not exceed $10,000;
(ii) In the event any Losses of a Digirad Indemnified Party are recovered from the Escrowed Consideration, such indemnification shall be paid first from the Escrow Shares (based on the Claim Value of the Escrow Shares); and
(iii) except in the case of fraud, the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.02 shall not exceed the Maximum Stockholder Liability. In the event that any Losses recovered by Digirad from the Escrowed Consideration are on account of a misrepresentation or breach of warranty by one or more (but not all) Stockholders or any failure by one or more (but not all) Stockholders to fulfill any covenant or agreement contained herein, then the Losses recovered by Digirad from the Escrowed Consideration shall only be recovered or deducted from the Escrow Shares or Earn-Out Escrow corresponding to the breaching Stockholder or Stockholders that were placed in the Escrow and shall not be recovered or deducted from any Escrow Shares or Earn-Out Escrow of the non-breaching Stockholder or Stockholders that were placed in the Escrow. For purposes of clarity, in the event that any Losses recovered by Digirad from the Escrowed Consideration are on account of a misrepresentation or breach of warranty by MD Office or by all (but not less than all) Stockholders or any failure by MD Office or by all (but not less than all) Stockholders to fulfill any covenant or agreement contained herein, then the Losses recovered by Digirad from the Escrowed Consideration shall not be limited to the Escrow Shares or Earn-Out Escrow of any individual Stockholder, but shall be recovered or deducted from the Escrowed Consideration pro rata among all Stockholders.
(b) On the date that is six (6) months after the date of the Effective Time, the Escrowed Consideration then held by Digirad in excess of Digirad’s then-current estimate of the value of any pending indemnification claim(s) (which determinati...
Limitation of Indemnification Obligations. The parties agree that the obligations of Seller to indemnify Purchaser from damages arising out of the breach or inaccuracy of any representation or warranty as described in Sections 8.1(a) shall (A) become operative after the aggregate amount of all claims for indemnification under said Section 8.1(a) exceeds One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Indemnification Basket”) and in the event that the aggregate amount of such indemnification claims exceeds the Indemnification Basket, Seller shall be liable for such claims solely to the extent in excess of the Indemnification Basket; and the aggregate maximum Liability of Seller under Article 8 shall be limited to the Note, the Escrow Amount and the Earn Out Payments and Purchaser’s sole recourse shall be a right of set-off against the Note and the Earn Out Payments and claims against the Escrow Amount.
Limitation of Indemnification Obligations. Notwithstanding anything to the contrary contained herein:
(a) No liability shall arise under Section 9.1(b): (x) unless the aggregate of all Losses for which Sellers would, but for this clause, be liable under that Section exceeds on a cumulative basis $250,000, at which point, subject to any other applicable limitations contained in this Section 9.4, Company shall be entitled to all indemnification amounts under Section 9.1(b) from Sellers, including the first full $250,000 of Losses. The limitations in this Section 9.4(a) shall not apply (A) to any indemnification obligations arising from a breach of the Fundamental Representations, or (B) in the case of Actual Fraud by IFP with respect to this Agreement or the Transactions.
(b) The aggregate liability under Section 9.1(b) and/or of Sellers for the representations and warranties given under Article 2 shall be the value attributable to the Closing Holdback Stock.
(c) No Seller shall be entitled to contribution or any other payments from Company or IFP for any Losses for which such Seller is obligated to make or be responsible for, to Company or IFP pursuant to this Agreement (including Article 9).
Limitation of Indemnification Obligations. 9.5.1 All representations, warranties, covenants, agreements and indemnities in this Agreement, or in any instrument or document furnished in connection with this Agreement or the Transaction contemplated hereby, shall survive the Closing but subject to the following limitations:
(a) In order to be valid, any claim for indemnification pursuant to this Article 9 must be timely made by the Indemnified Party in a writing delivered to the Indemnifying Party on or before the second anniversary of this Agreement; and
(b) In no event shall any Indemnifying Party's obligations of indemnification under this Article 9 exceed in the aggregate the amount of the Purchase Price.
Limitation of Indemnification Obligations. Notwithstanding the provisions of art. 227 to art. 228, the following limits shall apply to the indemnification and hold harmless undertaking of either Party hereto: Acquisition Agreement 71/71
Limitation of Indemnification Obligations. Neither party shall be obligated to indemnify the other party hereunder until the aggregate amount payable hereunder (as finally determined in accordance with the terms hereof) exceeds Twenty Thousand and No/100 Dollars ($20,000) (the “Basket”), at which time the indemnifying party shall indemnify the other party for all finally determined claims payable hereunder (including the amount of the Basket). The aggregate liability under this Article IX shall not exceed 50% of the Purchase Price, except for claims relating to fraud, intentional misrepresentation or a breach of Sections 2.1, 2.2, 2.4, 2.7, 2.24 or 5.2 which shall not exceed the Purchase Price.
