Common use of Limitation of Indemnification Clause in Contracts

Limitation of Indemnification. (a) Only with respect to Losses arising from a third-party claim(s), the aggregate amount of all Losses for which the Seller Group shall be liable for under Section 11.1(a) shall not exceed $1,000,000 per claim (excluding the cost of attorney’s fees); provided, the foregoing limitation shall not apply to Losses arising out of the breach of any Fundamental Representation (defined in Section 11.6), in the case of fraud, and/or in the case of direct (or first party) claim(s); (b) The aggregate amount of all Losses arising from third party claims for which the Seller Group shall be liable under Section 11.1 shall not exceed an amount equal to the Purchase Price plus the cost of attorney’s fees incurred by the Purchaser Indemnitees (including the cost of attorney’s fees incurred by the Seller Group on behalf of the Purchaser Indemnitees) in connection with such Losses, and the aggregate amount of all Losses arising from direct (or first party) claims for which the Seller Group shall be liable under Section 11.1 shall not exceed an amount equal to the Purchase Price plus the cost of attorney’s fees incurred by the Purchaser Indemnitees in connection with such Losses (for clarity, any Losses arising from third party claims will not go towards the cap on direct (or first party) claims and vice versa); provided, the foregoing limitation shall not apply in the case of fraud; and (c) Only with respect to Losses arising from a third-party claim(s), notwithstanding Sections 11.4(a) and (b), the total aggregate amount of all Losses which HWL, Family Dog, and the Affiliated Club Sellers shall be liable for under the indemnification provisions in all Definitive Agreements shall not exceed $22,000,000; provided, that the foregoing limitation shall not apply in the case of fraud and/or in the case of direct (or first party) claim(s).

Limitation of Indemnification. (a) Only with respect to Losses arising from a thirdThird-party claim(sParty Claim(s), the aggregate amount of all Losses for which the Seller Group shall be liable for under Section 11.1(a) shall not exceed $1,000,000 per claim (excluding the cost of attorney’s fees); provided, the foregoing limitation shall not apply to Losses arising out of the breach of any Fundamental Representation (defined in Section 11.6), in the case of fraud, and/or in the case of direct (or first party) claim(s); (b) The aggregate amount of all Losses arising from third party claims Third Party Claims for which the Seller Group shall be liable under Section 11.1 shall not exceed an amount equal to the Purchase Price plus the cost of attorney’s fees incurred by the Purchaser Indemnitees (including the cost of attorney’s fees incurred by the Seller Group on behalf of the Purchaser Indemnitees) in connection with such Losses, and the aggregate amount of all Losses arising from direct (or first party) claims for which the Seller Group shall be liable under Section 11.1 shall not exceed an amount equal to the Purchase Price plus the cost of attorney’s fees incurred by the Purchaser Indemnitees in connection with such Losses (for clarity, any Losses arising from third party claims will not go towards the cap on direct (or first party) claims and vice versa); provided, the foregoing limitation shall not apply in the case of fraud; and (c) Only with respect to Losses arising from a thirdThird-party claim(sParty Claim(s), notwithstanding Sections 11.4(a) and (b), the total aggregate amount of all Losses which HWL, Family Dog, and the Affiliated Club Sellers shall be liable for under the indemnification provisions in all Definitive Agreements shall not exceed $22,000,000; provided, that the foregoing limitation shall not apply in the case of fraud and/or in the case of direct (or first party) claim(s).

Limitation of Indemnification. (a) Only with respect to Losses arising from a thirdThird-party claim(sParty Claim(s), the aggregate amount of all Losses for which the Seller Group shall be liable for under Section 11.1(a) shall not exceed $1,000,000 per claim (excluding the cost of attorney’s fees); provided, the foregoing limitation shall not apply to Losses arising out of the breach of any Fundamental Representation (defined in Section 11.6), in the case of fraud, and/or in the case of direct (or first party) claim(s); (b) The aggregate amount of all Losses arising from third party claims Third-Party Claims for which the Seller Group shall be liable under Section 11.1 shall not exceed an amount equal to the Purchase Price plus the cost of attorney’s fees incurred by the Purchaser Indemnitees (including the cost of attorney’s fees incurred by the Seller Group on behalf of the Purchaser Indemnitees) in connection with such Losses, and the aggregate amount of all Losses arising from direct (or first party) claims for which the Seller Group shall be liable under Section 11.1 shall not exceed an amount equal to the Purchase Price plus the cost of attorney’s fees incurred by the Purchaser Indemnitees in connection with such Losses (for clarity, any Losses arising from third party claims will not go towards the cap on direct (or first party) claims and vice versa); provided, the foregoing limitation shall not apply in the case of fraud; and (c) Only with respect to Losses arising from a thirdThird-party claim(sParty Claim(s), notwithstanding Sections 11.4(a) and (b), the total aggregate amount of all Losses which HWL, Family Dog, and the Affiliated Club Sellers shall be liable for under the indemnification provisions in all Definitive Agreements shall not exceed $22,000,000; provided, that the foregoing limitation shall not apply in the case of fraud and/or in the case of direct (or first party) claim(s).

Limitation of Indemnification. (a) Only with respect to Losses arising from a thirdThird-party claim(sParty Claim(s), the aggregate amount of all Losses for which the Seller Group shall be liable for under Section 11.1(a) shall not exceed $1,000,000 per claim (excluding the cost of attorney’s fees); provided, the foregoing limitation shall not apply to Losses arising out of the breach of any Fundamental Representation (defined in Section 11.6), in the case of fraud, and/or in the case of direct (or first party) claim(s); (b) The aggregate amount of all Losses arising from third party claims Third Party Claims for which the Seller Group shall be liable under Section 11.1 shall not exceed an amount equal to the Purchase Price plus the cost of attorney’s fees incurred by the Purchaser Indemnitees (including the cost of attorney’s fees incurred by the Seller Group on behalf of the Purchaser Indemnitees) in connection with such Losses, and the aggregate amount of all Losses arising from direct (or first party) claims for which the Seller Group shall be liable under Section 11.1 shall not exceed an amount equal to the Purchase Price plus the cost of attorney’s fees incurred by the Purchaser Indemnitees in connection with such Losses (for clarity, any Losses arising from third party claims will not go towards the cap on direct (or first party) claims and vice versa); provided, the foregoing limitation shall not apply in the case of fraud; and (c) Only with respect to Losses arising from a third-party claim(s), notwithstanding Sections 11.4(a) and (b), the total aggregate amount of all Losses which HWL, Family Dog, and the Affiliated Club Sellers shall be liable for under the indemnification provisions in all Definitive Agreements shall not exceed $22,000,000; provided, that the foregoing limitation shall not apply in the case of fraud and/or in the case of direct (or first party) claim(s).

Limitation of Indemnification. Notwithstanding any provision of this Agreement to the contrary, the rights of a Seller Indemnified Party or a Buyer Indemnified Party hereunder (as applicable, an “Indemnified Party”) and the obligations of the Buyer Indemnifying Parties or the Seller Indemnifying Parties (as applicable, an “Indemnifying Party”) to indemnify the applicable Indemnified Parties, shall be limited as follows: (a) Only The maximum aggregate liability of (i) the Seller Indemnifying Parties under Section 12.2 and (ii) of the Buyer Indemnifying Parties under Section 12.3, shall in each case be limited to the Stock Exchange Value, provided that: (b) The maximum aggregate liability of the Seller Indemnifying Parties under Section 12.2(b) (other than with respect to Losses arising from a third-party claim(sbreach of the representations and warranties of the Seller contained in Sections 3.1, 3.2, 3.3(a), 3.3(c)(vii), 3.12 and 3.13 (the aggregate amount of all Losses for which the “Seller Group shall be liable for under Section 11.1(aFundamental Representations”)) shall not exceed $1,000,000 per claim 300,000 (excluding the cost of attorney’s fees“Cap”); provided, the foregoing limitation shall not apply to Losses arising out of the breach of any Fundamental Representation (defined in Section 11.6), in the case of fraud, and/or in the case of direct (or first party) claim(s); (b) The aggregate amount of all Losses arising from third party claims for which the Seller Group shall be liable under Section 11.1 shall not exceed an amount equal to the Purchase Price plus the cost of attorney’s fees incurred by the Purchaser Indemnitees (including the cost of attorney’s fees incurred by the Seller Group on behalf of the Purchaser Indemnitees) in connection with such Losses, and the aggregate amount of all Losses arising from direct (or first party) claims for which the Seller Group shall be liable under Section 11.1 shall not exceed an amount equal to the Purchase Price plus the cost of attorney’s fees incurred by the Purchaser Indemnitees in connection with such Losses (for clarity, any Losses arising from third party claims will not go towards the cap on direct (or first party) claims and vice versa); provided, the foregoing limitation shall not apply in the case of fraud; and (c) Only The maximum aggregate liability of the Buyer Indemnifying Parties under Section 12.3(b) (other than with respect to Losses arising from a third-party claim(s)breach of the representations and warranties of the Buyer contained in Sections 5.1, notwithstanding Sections 11.4(a5.2, 5.3, and 5.9 (the “Buyer Fundamental Representations”) and shall not exceed the Cap; (bd) For purposes of determining the applicability of the limitations on the indemnification obligations of the Indemnifying Parties set forth in Section 12.4(a), the total aggregate amount of all Losses which HWL, Family Dog, and deemed to have been incurred by the Affiliated Club Sellers Indemnified Parties shall be liable reduced by the amount of any insurance proceeds, third party reimbursement or other compensation received by the Indemnified Party and amounts previously paid by the Indemnifying Party pursuant to this Section 12. (e) In no event shall an Indemnifying Party be held responsible for under the indemnification provisions in all Definitive Agreements shall not exceed $22,000,000; providedor have liability for: (i) indirect, that the foregoing limitation shall not apply in the case of fraud and/or in the case of direct consequential or other speculative damages, or (ii) punitive, special, or first party) claim(s)exemplary damages.