Common use of Limitation of Indemnification Obligations Clause in Contracts

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. 8.2.1 Without prejudice to any other limitations set forth herein, in no event shall any of the Sellers be liable vis-à-vis the Purchaser under this Article 8 in respect of: (a) Notwithstanding anything to the contrary contained in this Agreement, the Buyer and the Seller acknowledge that, except for claims involving fraud any actual or alleged breach of the Seller Fundamental Representations representations and warranties set forth in Article 6 referred to therein (for other than representations and warranties referred to under this Section 8.2.1, point (ii) below) which is notified to the indemnification obligations of the Seller under Section 6.1(a) shall be unlimited), the Seller shall not be liable for any indemnification obligations Sellers pursuant to Section 6.1(a) in excess 8.3 after the expiry of the Liability Cap24 month after the Closing Date; notwithstanding the foregoing, (a) claims related to the representations and warranties set forth in Section 6.12 (Tax) may be asserted until 30 days after the statute of limitations period for an assessment or reassessment of such matters under applicable Law expires, (b) claims related to the representations and warranties set forth in Section 6.4 (No Brokers), 6.15 (Employees), and shall not 6.17 (Environmental) or regarding the matters listed in Annex 8.1.1 may be required to pay for any indemnification obligations pursuant to Section 6.1(aasserted until the fifth (5th) outside anniversary of the Indemnification Holdback AmountClosing Date, and the Sellers shall have liability vis-à-vis the Purchaser for such liabilities until such later date. (b) Notwithstanding anything Claims related to the contrary contained in this Agreement, the Buyer and the Seller acknowledge that, except for claims involving fraud any actual or alleged breach of the Buyer Fundamental Representations representations and warranties set forth in Sections 6.2 (for which the indemnification obligations of the Buyer under Section 6.2(a) shall be unlimitedAuthorization), the Buyer shall not be liable for any indemnification obligations pursuant to Section 6.2(a) in excess 6.5 (Ownership and transfer 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 (Organizationtitles), Section 3.2 and 6.6 (AuthorizationOrganization and standing; 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 (Brokerscapitalization; subsidiaries) (collectively, the “Seller Fundamental Representations”) or shall survive indefinitely and may be asserted at any time and the Sellers shall have liability vis-à-vis the Purchaser indefinitely with respect thereto. 8.2.2 In no event shall any of Section 4.1 the Sellers be liable vis-à-vis the Purchaser under this Article 8: (Organization)a) if the amount of the Losses due pursuant to Article 8, Section 4.2 (Authorization; Validity)in connection with any single occurrence, or Section 4.5 series of similar occurrences based on substantially the same legal grounds, giving rise to liability pursuant thereto does not exceed Euro 10,000; (Brokersb) if the aggregate of all amounts due pursuant to Article 8 does not exceed Euro 150,000 (the “Threshold”) in the aggregate, provided that (x) all sums in respect of which Sellers’ liability shall be excluded pursuant to point (a) above shall not be taken into account for the purposes of the Threshold and (y) in case the Threshold is exceeded, the Sellers shall be liable only for the exceeding amount. 8.2.3 In addition and without prejudice to the above, the Sellers’ maximum liability shall not exceed in the aggregate Euro 4,000,000.00 (the “CAP”) (collectively, except for the “Buyer liability of Sellers arising from the breach of the Fundamental Representations”Representations for which the maximum liability will be the Purchase Price).; it being understood that the maximum liability of each Seller shall not exceed the following percentage of the CAP:

Limitation of Indemnification Obligations. (a) Notwithstanding anything The Sellers shall have no obligation to the contrary contained in this Agreement, indemnify the Buyer and pursuant to Section 8.1 until the Seller acknowledge that, except for claims involving fraud or breach of the Seller Fundamental Representations (for which the indemnification total damage exceeds 300,000 CHF. The obligations of the Seller under Sellers to indemnify the Buyer pursuant to Section 6.1(a) 8.1, except with respect to Fundamental Representations, shall be unlimited)limited to the lesser of (i) 15 (fifteen) million CHF or (ii) the sum of the Acknowledgements of Debt and Earn-Out, less the Seller amount of the Acknowledgements of Debt and Earn-Out previously paid to the Sellers. The duration of the indemnification obligation of the Sellers shall be 2 (two) years from the Closing Date, with the exception of warranties and representations set forth in Sections 5.10 (Taxes-Social Security) and 5.14 (Environmental) of this Agreement in which case the duration of such obligation shall be 4 (four) years from the Closing Date. The Sellers shall not be liable for released from their obligations under this Section 8 as a result of any indemnification obligations knowledge that the Buyer has or may have of the situation, as a result, in particular, of any investigations made by the Buyer, its representatives and counsel except that the Sellers shall have no obligation to indemnify the Buyer pursuant to Section 6.1(a) in excess 8.1 if the matter giving raise to the respective claim of the Liability CapBuyer has been fairly disclosed in Exhibit M, which exhibit shall include only specific detailed disclosures. The approval of the financial statements for the fiscal year 2007 by the shareholders meeting of IMSA and/or ISSA shall not constitute, and shall not be required to pay for regarded as constituting, a limitation in any indemnification obligations pursuant to Section 6.1(a) outside way or waiver of the Indemnification Holdback AmountBuyer's right under this Section 8. (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. (a) Notwithstanding anything The obligations of indemnification set out in Sections 7.1(a) and 7.1(b)shall be subject 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 following limitations: (for which the indemnification obligations of the Seller under i) Subject to Section 6.1(a) shall be unlimited7.2(b), the Seller Vendor shall not be liable to indemnify the Purchaser Indemnified Parties for any individual Loss suffered, sustained or incurred by the Purchaser Indemnified Parties unless such Loss exceeds twelve thousand five hundred dollars ($12,500) (each, a “Material Loss”) and shall not be applicable until all Material Losses in the aggregate exceed six hundred and thirty five thousand dollars ($635,000) (the “Basket”), in which case the obligation of indemnification shall include all Losses in excess of such Basket; (ii) Subject to Section 7.2(b), the maximum liability of the Vendor shall be ten million dollars ($10,000,000) in the aggregate, and (iii) the Vendor shall not be liable for any indemnification obligations pursuant Losses or Taxes suffered, sustained or incurred by the Purchaser Indemnified Parties resulting from, arising out of or relating 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 AmountPurchaser’s Pre-Acquisition Reorganization. (b) Notwithstanding anything to The foregoing limitations on 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 Vendor’s obligations of the Buyer under Section 6.2(aindemnification set out in Sections 7.2(a)(i) shall be unlimited), the Buyer shall not be liable for any indemnification obligations pursuant to Section 6.2(aand 7.2(a)(ii) 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 do not apply to breaches any Loss resulting from, arising out of Section 3.1 or relating to (Organizationi) any inaccuracy, breach or falsity of any of the representations and warranties set forth in any of the Tax Representations or any of Sections 4.1 (Authority; No Conflicts), Section 3.2 (Authorization; Validity), Section 3.3 (Capitalization), Section 3.4 (No Subsidiaries), Section 3.6 4.3 (Title to the Purchased Shares), Section 3.7 4.4 (Title Rights to AssetsPurchase Purchased Shares), Section 3.22 4.12 (TaxesAuthorized and Issued Stock), 4.13 (Rights to Purchase Purchased Shares), 4.19(c) (Capital Expenditures) and 4.20(b) (Capital Leases, Hxxxxx and Credit Facilities) or Section 3.29 (Brokersii) (collectivelyany fraudulent, willful or intentional misrepresentation by 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”)Vendor.

Limitation of Indemnification Obligations. (a) Notwithstanding anything There shall be no liability for indemnification under Section 9.2(a)(i) unless the aggregate amount of Damages thereunder exceeds $1,025,000 (the "Seller Indemnification Threshold"), at which time Sellers will be obligated to indemnify the Buyer Indemnified Parties with respect to the contrary contained aggregate amount of all such Damages described 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(a9.2(a)(i) in excess of such Threshold; provided, however, that the Liability Cap, and Seller Indemnification Threshold shall not be required apply to pay for the misrepresentation, breach or inaccuracy of any indemnification obligations pursuant to Section 6.1(a) outside representation or warranty which breach arose from an occurrence between the date of this Agreement and the Closing Date or made by any Seller in any of the Indemnification Holdback Amountfollowing sections: Section 4.2 (authority, execution and delivery), the second sentence of Section 4.9 and other provisions of the Agreement as it relates to Sellers quality of title to the Assets and 4.22 (taxes). (b) Notwithstanding anything The indemnification obligations of Sellers under Section 9.2(a)(i) shall be limited to US$30,000,000 (the contrary contained in this Agreement"Cap"); provided, the Buyer and the Seller acknowledge thathowever, except for claims involving fraud or breach any determination of the Buyer Fundamental Representations (for which whether the indemnification obligations of Sellers have met or exceeded the Buyer under Cap shall exclude any indemnification obligations of Sellers in connection with the misrepresentation, breach or inaccuracy of any representation or warranty made by any Seller in any of the following sections: Section 6.2(a) shall be unlimited4.2 (authority, execution and delivery), the Buyer shall not be liable for any indemnification obligations pursuant to second sentence of Section 6.2(a) in excess 4.9 and other provisions of the Liability CapAgreement as it relates to Sellers title to the Assets and 4.22 (taxes). (c) No The indemnification obligations of Buyer Indemnified Party or Seller Indemnified Party under Section 9.3(a)(i) shall be entitled limited 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”)Cap; provided, that to however, any determination of whether the extent indemnifiable Losses hereunder exceed indemnification obligations of Buyer have met or exceeded the BasketCap shall exclude any indemnification obligations of Buyer in connection with the misrepresentation, then all such Losses shall be indemnifiable hereunder; providedbreach or inaccuracy of any representation or warranty made by Buyer in Section 5.2 (authority, 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”execution and delivery).