Limitation on Indemnity Obligations. A Party, its Affiliates and their respective directors, officers, employees and agents shall not be entitled to the indemnities set forth in Sections 10.1 to the extent the Loss for which indemnification is sought was caused by the negligence, or by the reckless or intentional misconduct or omission, of such Party or its directors, officers, employees or agents.
Limitation on Indemnity Obligations. Neither Party nor its respective directors, officers, employees and agents shall be entitled to the indemnities set forth in Section 9.1 and Section 9.2 where the claim, loss, damage or expense for which indemnification is sought was caused by a negligent or intentional act or omission by such Party, its directors, officers, employees or authorized agents.
Limitation on Indemnity Obligations. Neither party, nor its Affiliates or Collaborators (in the case of Vertex), nor its and their respective employees and agents, shall be entitled to the indemnities set forth in this Section 8 where the claim, loss, damage or expense for which indemnification is sought was caused by a negligent act or intentional act of misconduct or omission by such party, its directors, officers, employees or authorized agents.
Limitation on Indemnity Obligations. The respective obligations of Sellers and Shareholder under Section 8.03(b) and of Buyer under Section 8.03(c) each shall be limited to an aggregate amount equal to the Purchase Price. Neither Sellers nor Shareholder nor Buyer shall make any Claim unless the aggregate amount of Claims by such party exceeds $100,000; provided, however, that any party making Claims hereunder for an amount in excess of $100,000 shall be entitled to indemnification with respect to the entire amount of its Claims.
Limitation on Indemnity Obligations. It is the intention of the parties that there be afforded to each of them certain de minimis protections with respect to the application of the foregoing indemnity provisions. Accordingly, notwithstanding anything in this Agreement to the contrary, the parties agree as follows:
A. The parties agree that Claims will not be submitted for indemnification, unless the demands, claims, actions, or causes of action, judgments, assessments, losses, liabilities, damages, penalties, fines, or forfeitures and reasonable attorneys fees and related expenses are disbursements making up such Claims, will aggregate at least Ten Thousand Dollars ($10,000.00) in amount.
B. Regardless of the limitations placed by subsection (a) above, the notice provisions of Section 9.3 shall continue to apply.
Limitation on Indemnity Obligations. Notwithstanding any provision of this Agreement to the contrary (including without limitation the indemnity provisions set out in Section 9), no Stockholder shall be personally liable for a breach of the covenants set out in this Section 10, nor for the breach of any covenants to which the Stockholder has personally agreed to in the Alliance Agreement included in the Transaction Documents, nor shall he or she be obligated for any indemnity or contribution for a breach of those covenants, unless that Stockholder either alone or with any other person, persons, company, partnership, corporation or business of whatever nature, engaged (whether for himself or herself or on behalf of any such other person or party, and whether directly or indirectly) in the activity that resulted in that breach of such covenants.
Limitation on Indemnity Obligations. (a) Neither Seller nor any Seller Member shall be liable to any Buyer Indemnitee under Section 7.2(a) or 7.2(c) unless the aggregate amount of Losses with respect to all indemnification claims asserted against Seller and/or any Seller Member under such Sections exceeds $25,000 in the aggregate, in which case Seller and/or the Seller Members shall be liable to such Buyer Indemnitee(s) for all such amounts, including such initial $25,000, subject to the limitations set forth herein.
(b) Notwithstanding any other provision of this Article 7, Seller and the Seller Members shall have no Liability with respect to indemnification claims by Buyer Indemnitees under Section 7.2(a) or 7.2(c) after Seller and the Seller Members have made payments to or on behalf of Buyer Indemnitees in respect of any and all indemnification claims under Sections 7.2(a) and 7.2(c) that, in the aggregate, are equal to the Purchase Price actually paid by Buyer and received by Seller (the “Claims Cap”); provided, however, that no Seller Member shall have any liability with respect to any indemnification claim by Buyer Indemnitees under such Sections after such Seller Member shall have made payments to or on behalf of Buyer Indemnitees in respect of any and all such indemnification claims that, in the aggregate, are equal to that portion of the Purchase Price actually paid by Buyer to Seller and received by such Seller Member; provided, further, that such limitations shall not apply to (i) any claim made under Section 7.2(a) in respect of any breach of representation or warranty by Seller and the Seller Members under any of Section 3.1 (Organization and Authority of Seller), Section 3.2 (Authorization of Agreement), Section 3.3 (No Conflicts), Section 3.9 (Title to Purchased Assets; Encumbrances), Section 3.24 (Taxes), Section 3.26 (Environmental Matters), or Section 3.29 (Brokers and Finders), or (ii) any claim made under Section 7.2(a) based on willful misrepresentation or fraud by Seller or any Seller Member.
(c) Notwithstanding any other provision of this Article 7, Buyer shall have no Liability with respect to indemnification claims by Seller Indemnitees under Section 7.3(a) after Buyer has made payments to or on behalf of Seller Indemnitees in respect of any and all indemnification claims under Section 7.3(a) that, in the aggregate, are equal to the Claims Cap; provided, however that such limitation shall not apply to (i) any claim made under Section 7.3(a) in respect of any breach o...
Limitation on Indemnity Obligations. With respect to all claims for indemnification hereunder, the following limitations shall apply:
(a) De Minimis Threshold. Other than with respect to the Seller Fundamental Representations or in the case of fraud, if the Loss that is the subject of a Claim for indemnification by Buyer Indemnified Parties under Section 14.3(a)(3) does not exceed a $50,000 threshold (“De Minimis Threshold”) per event or circumstance, then the Buyer Indemnified Parties shall not be entitled to indemnification from Seller for such Loss until such time as such Loss exceeds the De Minimis Threshold. Other than with respect to the Buyer Fundamental Representations or in the case of fraud, if the Loss that is the subject of a Claim for indemnification by Seller Indemnified Parties under Section 14.3(b)(3) does not exceed the De Minimis Threshold per event or circumstance, then the Seller Indemnified Parties shall not be entitled to indemnification from Buyer for such Loss until such time as such Loss exceeds the De Minimis Threshold.
Limitation on Indemnity Obligations. Notwithstanding any other provision in this Article 9 to the contrary:
(a) The Shareholders shall not be required pursuant to this Article 9 to indemnify any of the MGC Indemnified Parties until the aggregate amount of the MGC Indemnified Parties' Losses under this Article 9 exceed Twenty-Five Thousand Dollars ($25,000) (the "Basket Amount"), after which the Shareholders severally shall be obligated for any and all Losses of the MGC Indemnified Parties, including the Basket Amount;
(b) The maximum liability of the Shareholders under this Article 9 shall be limited to no more than Three Million Dollars ($3,000,000), except with respect to a breach of section 4.2, 4.4, 4.11 or 4.12, in which case the maximum liability of each Shareholder shall be its pro rata share of the consideration received pursuant to Section 2.2, above; and
(c) The Shareholders shall have the option of paying an MGC Indemnified Party for any liability incurred by such Shareholder under this Article 9 in either (i) cash; or (ii) shares of MGC Common Stock, which shares shall be valued based on the closing price of MGC Common Stock on the date that demand for payment of such liability is made by such MGC Indemnified Party.
Limitation on Indemnity Obligations. The Stockholders' obligation to indemnify the Indemnified Parties pursuant to this Agreement shall be payable only out of the Escrow Property (as defined in the Indemnity Escrow Agreement); provided, however, (i) the Stockholders' obligations to indemnify the Indemnified Parties for IP Tax Liabilities may be satisfied out of the Tax Escrow Shares held in accordance with the Tax Escrow Agreement, if any, and (ii) in the event the Escrow Property has been fully released in accordance with the terms of the Indemnity Escrow Agreement, each of the Stockholders shall remain severally but not jointly liable (to the amount of Merger Consideration received by such Stockholder pursuant to Section 2.1(a) hereof) for their pro rata share of Recourse Losses based upon their beneficial ownership of the Company Stock outstanding as of the Effective Time.
