Common use of Limitation of Indemnity Clause in Contracts

Limitation of Indemnity. Notwithstanding anything to the contrary contained in this Article 8, the Indemnified Party shall have no claim for Indemnifiable Damages unless and until all Indemnifiable Damages incurred under this Section 8.4 of each Related Agreement with each Other Company exceeds Two Hundred Fifty Thousand and no/100 ($250,000.00) ("Basket Amount"), in which event the Indemnifying Party shall be liable for only such Indemnifiable Damages in excess of the Basket Amount; provided, however, that the limitations of (i) this Section 8.4 shall not apply to (i) any fraud or intentional misrepresentation, (ii) any intentional breach under this Agreement, (iii) any misrepresentation or breach under Sections 6.2.1, 6.2.2, 6.2.3 or 3.16 and (iv) any liabilities of Stockholders or Seller other than Assumed Liabilities. Additionally, Seller shall not be liable for Indemnifiable Damages in excess of the Purchase Price, nor shall a Stockholder be liable in excess of the value of the Group 1 stock received by such Stockholder.

Limitation of Indemnity. Notwithstanding anything to the contrary contained in this Article 8, the Indemnified Party shall have no claim for Indemnifiable Damages unless and until all Indemnifiable Damages incurred under this Section 8.4 of each Related Agreement with each Other Company exceeds Two Hundred Fifty Thousand and no/100 ($250,000.00) ("Basket Amount"), in which event the Indemnifying Party shall be liable for only such Indemnifiable Damages in excess of the Basket Amount; provided, however, that the limitations of (i) this Section 8.4 shall not apply to (i) any fraud or intentional misrepresentation, (ii) any intentional breach under this Agreement, (iii) any misrepresentation or breach under Sections 6.2.1, 6.2.2, 6.2.3 or 3.16 and (iv) any liabilities of Stockholders Partners or Seller other than Assumed Liabilities. Additionally, Seller shall not be liable for Indemnifiable Damages in excess of the Purchase Price, nor shall a Stockholder Partner be liable in excess of the value of the Group 1 stock received by such StockholderPartner.