Common use of Limitation on Purchaser’s Indemnification Obligations Clause in Contracts

Limitation on Purchaser’s Indemnification Obligations. (A) Purchaser shall not have any obligation to indemnify the Company Indemnified Parties from or against any Adverse Consequences resulting from any matter for which indemnification exists as provided in Sections 8(c)(i) and 8(c)(iii) above, until the Company Indemnified Parties have suffered Adverse Consequences in excess of US $57,500 in the aggregate (after which amount Purchaser will be obligated to indemnify and hold the Company Indemnified Parties harmless with respect to only those Adverse Consequences in excess of US $57,500)(the “Purchaser Indemnification Deductible”). Further, in determining Adverse Consequences for purposes of the Purchaser Indemnification Deductible, any qualifications of any representation or warranty with respect to “materiality,” “material,” “material adverse change,” “material adverse effect” or any similar qualification, shall be disregarded. Notwithstanding any of the preceding provisions of this Section 8(e)(ii), the Purchaser Indemnification Deductible shall not apply to any breach (or alleged breach) of any representation or warranty contained in Sections 3(b)(i), 3(b)(iii), 3(b)(viii) and 3(b)(ix) or any fraudulent or intentional misrepresentation or omission with respect to any of the representations and warranties contained in Section 3(b), and Purchaser shall indemnify and hold the Company Indemnified Parties harmless against all Adverse Consequences (from the first dollar) that the Company Indemnified Parties may suffer resulting from, arising out of, relating to, in the nature of, or caused by any one or more of such breaches. (B) The maximum amount for which Purchaser shall be required to indemnify and hold the Company Indemnified Parties harmless for breaches of representations and warranties under Sections 8(c)(i) and 8(c)(iii) above (other than any breach (or alleged breach) of any representation or warranty contained in Sections 3(b)(i), 3(b)(iii), 3(b)(viii) and 3(b)(ix) or any fraudulent or intentional misrepresentation or omission with respect to any of the representations and warranties contained in Section 3(b)) shall be equal to US $5,750,000 (the “Purchaser Indemnification Cap”). (C) The Parties acknowledge and agree that the neither the Purchaser Indemnification Deductible nor the Purchaser Indemnification Cap shall apply to any Adverse Consequences incurred by the Company Indemnified Parties under Section 8(c)(ii) above.

Limitation on Purchaser’s Indemnification Obligations. Purchasers’ obligations pursuant to the provisions of Section 7.5 are subject to the following limitations: (Aa) Purchaser the Seller Indemnitees shall not have any obligation be entitled to indemnify the Company Indemnified Parties from or against any Adverse Consequences resulting from any matter for which indemnification exists as provided in Sections 8(c)(irecover under Section 7.5(a) and 8(c)(iii) above, until the Company Indemnified Parties have suffered Adverse Consequences in excess of US $57,500 in total amount which the aggregate (after which amount Purchaser will be obligated to indemnify Seller Indemnitees would recover under Section 7.5(a), but for this Section 7.6(a), exceeds the Threshold, and hold then the Company Indemnified Parties harmless with respect to only those Adverse Consequences in excess of US $57,500)(the “Purchaser Indemnification Deductible”). Further, in determining Adverse Consequences for purposes of the Purchaser Indemnification Deductible, any qualifications of any representation or warranty with respect to “materiality,” “material,” “material adverse change,” “material adverse effect” or any similar qualification, Seller Indemnitees shall be disregarded. Notwithstanding any of entitled to recover the preceding provisions of entire amount, including the amount below the Threshold; provided, however, that the limitations contained in this Section 8(e)(ii), the Purchaser Indemnification Deductible 7.6(a) shall not apply to any a breach (or alleged breach) by Purchasers of any representation or warranty contained in Sections 3(b)(i), 3(b)(iii), 3(b)(viii) and 3(b)(ix) or any fraudulent or intentional misrepresentation or omission with respect to any of the Purchasers’ representations and warranties contained in Sections 2.2(a), (b) and (d) (collectively, the “Purchaser Fundamental Representations”); (b) the Seller Indemnitees shall not be entitled to recover under Section 3(b7.5(a) unless a claim has been asserted by written notice, specifying the details of the alleged misrepresentation or breach of warranty, delivered to Purchasers on or prior to the expiration of eighteen (18) months following the Closing Date; provided, however, that the limitation contained in this paragraph (b) shall not apply to a breach of any of the Purchaser Fundamental Representations; (c) the Seller Indemnitees shall not be entitled to recover under Section 7.5: (i) with respect to consequential damages of any kind, damages consisting of business interruption or lost profits (regardless of the characterization thereof) and punitive damages; provided, however, that nothing in this Section 7.6(c)(i) will be deemed to reduce or otherwise affect the entitlement of the Seller Indemnitees to compensatory damages, as determined by a court; (ii) to the extent the aggregate claims under Section 7.5(a) of the Seller Indemnitees remaining after the application of Section 7.6(a) exceed fifty-five million dollars ($55,000,000); provided, however, that in the event of a breach by Purchaser of any of the Purchaser Fundamental Representations, the aggregate claims of the Seller Indemnitees in respect of said breach shall be limited to the Enterprise Value; or (iii) to the extent the Seller Indemnitees had a reasonable opportunity, but failed, in good faith to mitigate its loss, including, but not limited to, its failure to use commercially reasonable efforts to assert contractual rights (it being understood that this provision shall not obligate Seller Indemnitees to purchase any insurance coverage they do not currently have), and Purchaser shall indemnify and hold in any event to the Company Indemnified Parties harmless against all Adverse Consequences (from the first dollar) that the Company Indemnified Parties may suffer resulting from, arising out of, relating to, in the nature of, or caused by extent of any one or more of such breachesrecovery under a contractual right. (Bd) The maximum the amount for which Purchaser of any recovery by the Seller Indemnitees pursuant to Section 7.5 shall be required to indemnify and hold the Company Indemnified Parties harmless for breaches of representations and warranties under Sections 8(c)(i) and 8(c)(iii) above (other than any breach (or alleged breach) net of any representation or warranty contained in Sections 3(b)(i), 3(b)(iii), 3(b)(viii) and 3(b)(ix) or any fraudulent or intentional misrepresentation or omission with respect to any amounts recovered from an unaffiliated third party by Seller Indemnitees under insurance policies as a result of the representations and warranties contained in state of facts which entitled the Seller Indemnitees to recover from Purchasers pursuant to Section 3(b)) shall be equal to US $5,750,000 (the “Purchaser Indemnification Cap”)7.5. (C) The Parties acknowledge and agree that the neither the Purchaser Indemnification Deductible nor the Purchaser Indemnification Cap shall apply to any Adverse Consequences incurred by the Company Indemnified Parties under Section 8(c)(ii) above.

Limitation on Purchaser’s Indemnification Obligations. (A) Purchaser shall not have any obligation to indemnify the Company Indemnified Parties Seller from or against any Adverse Consequences resulting from any matter for which indemnification exists as provided in Sections 8(c)(i6(c)(i) and 8(c)(iii6(c)(iii) above, until the Company Indemnified Parties have suffered Purchaser is required to pay Seller for Adverse Consequences in excess of US $57,500 750,000 in the aggregate (after which amount Purchaser will be obligated to indemnify and hold the Company Indemnified Parties Seller harmless with respect to only those Adverse Consequences in excess of US $57,500)(the 750,000) (the “Purchaser Indemnification Deductible”). Further, in determining Adverse Consequences for purposes of the Purchaser Indemnification Deductible, any qualifications of any representation or warranty with respect to “materiality,” “material,” “material adverse change,” “material adverse effect” or any similar qualification, shall be disregarded. Notwithstanding any of the preceding provisions of this Section 8(e)(ii6(f)(ii), the Purchaser Indemnification Deductible shall not apply to any breach (or alleged breach) of any representation or warranty contained in Sections 3(b)(i3(a), 3(b)(iii3(b), 3(b)(viii3(c) and 3(b)(ix3(d) or any fraudulent or intentional misrepresentation or omission with respect to any of the representations and warranties contained in Section 3(b)3, and Purchaser shall indemnify and hold the Company Indemnified Parties Seller harmless against all Adverse Consequences (from the first dollar) that the Company Indemnified Parties Seller may suffer resulting from, arising out of, relating to, in the nature of, or caused by any one or more of such breaches. (B) The maximum amount for which Purchaser shall be required to indemnify and hold the Company Indemnified Parties harmless for breaches of representations and warranties under Sections 8(c)(i) and 8(c)(iii) above (other than any breach (or alleged breach) of any representation or warranty contained in Sections 3(b)(i), 3(b)(iii), 3(b)(viii) and 3(b)(ix) or any fraudulent or intentional misrepresentation or omission with respect to any of the representations and warranties contained in Section 3(b)) shall be equal to US $5,750,000 (the “Purchaser Indemnification Cap”). (C) The Parties acknowledge and agree that the neither the Purchaser Indemnification Deductible nor the Purchaser Indemnification Cap shall not apply to any Adverse Consequences incurred by the Company Indemnified Parties Seller under Section 8(c)(ii6(c)(ii) above.