Limitation on Certain Claims. No Claim may be made by the Concessionaire or its Representatives against (i) the Authority under Section 12.2(a) for the breach of any representation or warranty made or given by the Authority in Section 9.2 or (ii) the City under Section 12.2(b) for the breach of any representation or warranty made or given by the City under Section 9.1 unless (A) the Loss suffered or incurred by the Concessionaire or its Representatives in connection with such breach is in excess of $10,000 and (ii) the aggregate of all Losses suffered or incurred by the Concessionaire or its Representatives in connection with breaches of representations and warranties in Section 9.1 and Section 9.2 exceeds $2,000,000 in the aggregate, in which event the amount of all such Losses in excess of such amount may be recovered by the Concessionaire or its Representatives; provided, however, that the maximum aggregate liability of the Government Parties to the Concessionaire or its Representatives in respect of such Losses shall not exceed 50% of the Consideration; provided further that this Section 12.9 shall not apply to Claims for the breach of the representations or warranties in Section 9.1(a), (b), (c), (d), (e), (f) or (g); or in Section 9.2(a), (b), (c), (d), (e), (f) and (g); or to Claims for fraud, intentional misrepresentation or intentional breach of the representations or warranties in Section 9.1 or Section 9.2.
Limitation on Certain Claims. To the extent Medtronic wishes to make a claim for indemnification under Section 7.1 with respect to Purchased Securities purchased at a Closing and the breach of the Company's representations and warranties deemed made as of the Closing Date applicable thereto, such claim for indemnification shall be made within two (2) years after such Closing Date applicable to such purchase. However, the foregoing two (2) year limitation shall not apply to any claim for indemnification arising out of any third party claim made against Medtronic, nor to the breach of any representation or warranty made in Sections 3.1, 3.2, 3.3, 3.4, 3.11 or 3.23.
Limitation on Certain Claims. No Claim may be made by the Concessionaire or its Representatives against (i) the City under Section 12.2 for the breach of any representation or warranty made or given by the City in Section 9.1 unless
(A) the Loss suffered or incurred by the Concessionaire or its Representatives in connection with such breach is in excess of $10,000 and (ii) the aggregate of all Losses suffered or incurred by the Concessionaire or its Representatives in connection with breaches of representations and warranties in Section 9.1 exceeds $2,000,000 in the aggregate, in which event the amount of all such Losses in excess of such amount may be recovered by the Concessionaire or its Representatives; provided, however, that the maximum aggregate liability of the City to the Concessionaire or its Representatives in respect of such Losses shall not exceed 50% of the Consideration; provided further that this Section 12.9 shall not apply to Claims for the breach of the representations or warranties in Section 9.1(a), (b), (c), (d), (e), (f) or (g); or to Claims for fraud, intentional misrepresentation or intentional breach of the representations or warranties in Section 9.1.
Limitation on Certain Claims. Anything to the contrary contained herein notwithstanding, (i) no party shall assert any claim against the other for indemnification hereunder with respect to any Losses unless and until the amount of such Losses or claims recoverable by the claiming party shall exceed $200,000 calculated on a cumulative basis and not a per item basis, and then only in respect to the excess over said amount; provided, however, any Losses which arise pursuant to Sections 14.1(c), (d) or (e) or 14.2(c), (d), (e) or (f) shall not be subject to the $200,000 minimum set forth in this Section 14.4; and (ii) neither Purchaser nor Seller shall be entitled to recover from the other party more than an aggregate of 50 51 $17,000,000 with respect to all claims for indemnity or damages in respect of matters for which it is entitled to be indemnified under (x) Sections 14.1(a), (b) or (c) in the case of Purchaser, and (y) Sections 14.2(a) or (b) in the case of Seller, whether such claims are brought under this Article 14 or otherwise.
Limitation on Certain Claims. 41 14.5 Term..................................................................................... 41
Limitation on Certain Claims. No Claim may be made by the Concessionaire or its Representatives against the Authority or the City under Section 12.2 for the breach of any representation or warranty made or given by the Authority and the City in Section
Limitation on Certain Claims. Notwithstanding anything herein to the contrary, Buyer Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from the first dollar, (ii) shall not be subject to the Threshold Amount, and (iii) shall not be subject to the Maximum Indemnification in seeking indemnification from the Stockholder or any Primary Party with respect to any of the following:
(i) Losses involving a breach by the Company, the Stockholder or any Primary Party of any of the representations and warranties contained in Section 2.2, 2.3, 2.5, 2.8, 2.9, 2.23, 2.27 or 2.28; or
(ii) Losses described in Sections 9.1(a) or 9.1(c)-(f), inclusive. Indemnification pursuant to Section 9.2 shall be limited to the aggregate amount of the Purchase Price plus any Additional Payment to be paid to the Stockholder (or any successor or assignee of the Stockholder) outstanding as of the date of the Buyer's notice with respect to the pertinent claim.
Limitation on Certain Claims. Notwithstanding anything to the contrary herein, the Administrative Agent and the Lenders shall be deemed not to have a claim against the Borrower in a proceeding of the type described in Section 8(e) for any amounts payable hereunder (other than (a) Loans and (b) amounts falling within the parameters specified in Section 5.3(a)(ii)(A) or 5.3(b)(i) of the Collateral Trust Agreement, as applicable), except to the extent that amounts, if any, are available therefor pursuant to the other relevant provisions of the Collateral Trust Agreement. Nothing in this Section 10.19 shall be deemed to modify any provision of this Agreement setting forth the respective due dates for the amounts payable hereunder, including, without limitation, for the purposes of Sections 2.13 and 8.
Limitation on Certain Claims. Buyer shall not be entitled to recover from Seller for any breach or alleged breach by Seller of any representation or warranty set forth in Section 6.1 for any Losses unless and until the aggregate of all such Losses or claims recoverable by Buyer exceeds Five Hundred Dollars ($500.00). In the event that Buyer shall be entitled to recover from Seller because of a breach of Section 6.1, any amounts owed by Seller to Buyer shall be deducted by Buyer from the Royalties owed by Buyer to Seller.
Limitation on Certain Claims. To the extent any Indemnified Party wishes to make a claim for indemnification under Section 7 with respect to the breach of an Indemnifying Party’s representations and warranties deemed made as of the Closing Date, such claim for indemnification shall be made within one hundred and eighty (180) days after the Closing Date. However, the foregoing one hundred and eighty (180) day limitation shall not apply to any claim for indemnification arising out of any third party claim made against an Indemnified Party.
