Limitation on Sellers’ Indemnification Obligations. Sellers’ obligations pursuant to Section 9.2 are subject to the following limitations:
Limitation on Sellers’ Indemnification Obligations. Each Seller’s obligations pursuant to the provisions of this Section 10.1 are limited by, and Buyer Indemnitees shall not be entitled to recover under this Section 10.1:
Limitation on Sellers’ Indemnification Obligations. (a) Seller's indemnification obligations pursuant to the provisions of Section 10.3 shall continue following the Closing Date for the applicable statute of limitations period, PROVIDED THAT if such claim or Third Party Claim for Damages relates to either (i) a claim for breach of Seller's representations or warranties arising under Section 10.3(a) hereof ("Representation and Warranty Claims"), (ii) the dollar value of the inventory described in Section 1.2(a) (an "Inventory Claim") or (iii) the dollar value of the rental fleet described in Section 1.2(f) (a "Rental Fleet Claim"), a Purchaser Indemnitee must assert such claim prior to the expiration of (x) the one (1) year anniversary of the Closing Date for Representation and Warranty Claims, (y) sixty (60) days following the Closing Date for Inventory Claims and (z) ninety (90) days following the Closing Date for Rental Fleet Claims.
Limitation on Sellers’ Indemnification Obligations. The Sellers shall have no obligation to provide indemnification pursuant to Section 13(A) except to the extent that the aggregate amount of indemnification to which Buyer, but for this Section 13(B) otherwise shall have become entitled hereunder, shall exceed $5,000.00, in which case Sellers shall be liable for the full amount of such Losses but not to exceed $4,000,000.00 in the aggregate.
Limitation on Sellers’ Indemnification Obligations. The Purchaser Indemnified Parties’ right to seek indemnification pursuant to Articles 13.1(f) and 13.1(g) shall be limited to $[***]. The Purchaser Indemnified Parties’ right to seek indemnification pursuant to Articles 13.1 (a) through 13.1(e) shall be limited to an amount of Purchaser Damages not to exceed, in the aggregate, the Purchase Price. The Purchaser Indemnified Parties shall not be entitled to seek indemnification with respect to Purchaser Damages pursuant to Articles 13.1(f) and 13.1(g) unless and until the aggregate amount of such Losses exceeds $[***] (the “Basket Amount”), in which case the Purchaser Indemnified Parties shall be entitled to indemnification only for amounts in excess of the Basket Amount.
Limitation on Sellers’ Indemnification Obligations. Seller shall have no obligation to provide indemnification pursuant to Section 11.2 except to the extent that the aggregate amount of indemnification to which Buyer, but for this Section 11.3, otherwise shall have become entitled hereunder shall exceed $500,000 (the "Seller Basket"), in which event Seller shall be obligated, subject to the next succeeding sentence, to provide indemnification with respect to all amounts in excess of the Seller Basket, provided that any breach of the representation or warranty contained in Section 4.19 shall not be subject to the Seller Basket. Notwithstanding anything contained in this Agreement to the contrary, Seller (i) shall not be liable for payment of any amount of indemnification hereunder with respect to any breach by Seller of Section 4.5, 4.6, 4.20, 6.7 or 6.9 in the event that the Closing Date Net Worth (as defined in Section 15.10) is equal to or greater than $10,500,000 and (ii) shall only be liable for payments of indemnification hereunder with respect to any breach by Seller of any or all of the above enumerated Sections in the amount, if any, by which the Closing Date Net Worth is less than $10,500,000 (taking into account the Seller Basket). Notwithstanding anything contained in this Agreement to the contrary, in no event shall Seller have any liability for indemnification pursuant to Section 11.2 in an aggregate amount in excess of $6,000,000. In addition, Seller shall have no obligation to provide indemnification pursuant to Section 11.2 with respect to any misrepresentation or breach of warranty, or any breach of covenant, if the conditions, facts or circumstances giving rise to such misrepresentation or breach were known to Buyer prior to or at the Closing (regardless of whether Buyer waives such breach in writing or otherwise). Any indemnification to which Buyer, but for the immediately preceding sentence, otherwise shall have become entitled hereunder, shall not be taken into account in calculating the Seller Basket.
Limitation on Sellers’ Indemnification Obligations. In addition to the other applicable limitations on Seller's indemnification obligations set forth elsewhere in this Article VII, Seller shall not be required to indemnify and hold harmless Purchaser Indemnitees under Section 7.3 to the extent and in the dollar amount such matter is the subject of a specific reserve set forth in the Closing Balance Sheet as a current liability. In the event that Seller is conducting any defense against a Third Party Claim for which Purchaser has sought indemnification under Section 7.3, expenses incurred by Seller in connection therewith, including legal costs and expenses, shall constitute Purchaser Indemnitee Damages for purposes of determining the maximum aggregate amount to be paid by Seller pursuant to Section 7.3.
Limitation on Sellers’ Indemnification Obligations. Seller shall have no obligation to provide indemnification pursuant to Section 13.1 for amounts in excess of the amount equal to fifty percent (50%) of the Purchase Price and only to the extent that the aggregate amount of indemnification to which Buyer shall have become entitled hereunder shall exceed $5,000.
Limitation on Sellers’ Indemnification Obligations a) Notwithstanding any provisions of this Agreement to the contrary, the Purchaser Indemnitees shall not be entitled to be indemnified under Sections 2.1, 7.3(a), (b) and (c):
Limitation on Sellers’ Indemnification Obligations. Notwithstanding any other provision contained herein, Seller shall have no indemnification obligation hereunder for Losses until such time as the aggregate value of such Losses equals or exceeds $75,000, at which xxxx Xxxxxx shall be liable for all such Losses up to a maximum indemnification obligation for such Losses hereunder equal to the Purchase Price. Notwithstanding the foregoing, the limitations contained in this Section 6.2.7 shall not apply to Indefinite Claims and Special Claims.
