Limitation on Sellers’ Indemnification Obligations. Seller’s obligations pursuant to the provisions of Section 10.2 are subject to the following limitations:
(a) The Purchaser Indemnitees will not be entitled to recover under Section 10.2 on any individual claim unless and until the Damages associated with such claim exceed $25,000, at which point an indemnification claim can be made for the entire amount of such individual claim, subject to the other terms of this Article X. Any individual claim that does not have Damages in excess of $25,000 will not count toward the calculation of the Deductible. The limitations set forth in this Section 10.3(a) shall not apply to or otherwise affect the ability of the Purchaser Indemnitees to make claims or recover Damages with respect to Fundamental Representation Claims.
(b) The Purchaser Indemnitees will not be entitled to recover under Section 10.2(a) until the total amount of Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds $500,000 (the “Deductible”). Once the total amount of Damages that the Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceeds the Deductible, the Purchaser Indemnitees will be entitled to recover only the amount of such Damages in excess of the Deductible. The limitations set forth in this Section 10.3(b) shall not apply to or otherwise affect the ability to make claims or recover Damages with respect to Fundamental Representation Claims, provided, however, that Damages with respect to Fundamental Representations will not be included in determining whether the Damages that Purchaser Indemnitees would recover under Section 10.2(a), but for this Section 10.3(b), exceed the Deductible.
(c) The Purchaser Indemnitees will not be entitled to recover Damages pursuant to Section 10.2: (i) in the case of any claim pursuant to Section 10.2(a), other than a claim for indemnification under Section 10.2(a) regarding a Fundamental Representation (each, a “Fundamental Representation Claim”), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $18,000,000, or (ii) in the case of any Fundamental Representation Claim or any claim pursuant to Section 10.2(b) or 10.2(d), for any amount of Damages, when aggregated with any amounts previously paid or to be paid pursuant to this Article X, in excess of $100,000,000.
(d) The amount of any recovery by Purchaser Indemnitees pursuant to Sectio...
Limitation on Sellers’ Indemnification Obligations. 8.3.1 Except as set forth in Section 8.3.2, Seller shall not be liable to the Purchaser Indemnitees with respect to any Claims for indemnification under Section 8.3 unless the aggregate amount of Damages is in excess of one hundred fifty thousand dollars ($150,000) (the "Indemnification Threshold"). Once the Indemnification Threshold has been met, Seller shall then be liable for all Claims in excess of the Indemnification Threshold excluding such Claims as were aggregated to reach the Indemnification Threshold. Notwithstanding the foregoing, Seller shall be liable for all Claims for indemnification arising under Sections 8.2.3 through 8.2.6 and Sections 8.2.8 and 8.2.9, all Breaches of the representations or warranties set forth in Sections 2.2.5, 2.3, 2.4 and 2.7, and any Claims based on fraud, willful misconduct or intentional misrepresentation, without regard to the Indemnification Threshold. For the purpose of calculating Damages under Claims for indemnification under this Section 8.3.1, such Damages shall be reduced dollar for dollar, but not below zero (0), by the amount, if any, paid to ICI by Full Spectrum, Inc. subsequent to the Closing pursuant to the Contract dated October 10, 2007 between ICI and Full Spectrum.
8.3.2 Seller shall not be liable to the Purchaser Indemnitees with respect to any Claims for indemnification under Section 8.2.7 unless the aggregate amount of Damages for such Claims is in excess of five hundred thousand dollars ($500,000), subject to offset as provided in the last sentence of this Section (the "Special Indemnification Threshold"). Once the Special Indemnification Threshold has been met, Seller shall then be liable for all such Claims under Section 8.2.7 in excess of the Special Indemnification Threshold, excluding such Claims as were aggregated to reach the Special Indemnification Threshold. Notwithstanding the foregoing, Seller shall be liable for all Claims for indemnification arising under Section 8.2.7 without regard to the Special Indemnification Threshold if there was Seller's Knowledge or Post-Acquisition Seller's Knowledge of the act or omission to act giving rise to such Claim or if such Claim arose from Seller's fraud, willful misconduct or intentional misrepresentation. For the purpose of calculating Damages under Claims for indemnification under this Section 8.32, such Damages shall be reduced dollar for dollar, but not below zero (0), by the amount, if any, paid to ICI following the Closing as a result of ...
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:
(i) if a Claim has not been asserted by notice, specifying the details of the alleged cause of such Claim, and delivered to the applicable Seller on or prior to the date six (6) months after the Closing Date;
(ii) with respect to a fraudulent or grossly negligent inaccuracy in any representation or warranty of such Seller contained herein, if at or before the Closing Date, Buyer Indemnitees had actual knowledge thereof; or
(iii) to the extent the subject matter of the Claim is covered by insurance.
Limitation on Sellers’ Indemnification Obligations. Except with respect to claims made under (i) Section 8.02(b) with respect to a breach of, or failure to comply with, Section 6.05, 10.07, 10.08 or 10.11, or (ii) Section 8.02(d), Seller’s obligations pursuant to the provisions of Section 8.02 are subject to the following limitations:
(a) The Buyer Indemnitees shall not be entitled to recover under Section 8.02(a) until the total amount which the Buyer Indemnitees would recover under Section 8.02(a), but for this Section 8.03(a), exceeds $250,000 (“Seller Deductible”), and then the Buyer Indemnitees shall be entitled to recover only for the excess over the Seller Deductible; provided, however, that (i) for purposes of determining the claims for which Damages may be applied to the Seller Deductible, the representations and warranties contained herein shall be deemed not to include any qualifications based on materiality and (ii) this Section 8.03(a) shall not apply in respect of any breach of any representation or warranty made in Article III or Section 4.01, 4.02, 4.03, 4.04 or 4.12.
(b) The Buyer Indemnitees shall not be entitled to recover under Section 8.02 unless a claim has been asserted by written notice, specifying the details of the alleged misrepresentation, breach of warranty or covenant or other basis for indemnification with reasonable particularity, the sections of this Agreement alleged to have been breached and/or supporting the claim, a good faith estimate of the Damages claimed, and the relevant facts (a “Certificate”), delivered to Seller on or prior to the expiration of the relevant survival period specified in Section 10.01.
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. 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.
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. 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. Sellers’ obligations pursuant to the provisions of Article 13.1(d), to the extent arising solely from or any inaccuracy in or breach of any representation and warranty made by Sellers in this Agreement, shall be subject to the following limitations:
(a) The Purchasers Indemnified Parties shall not be entitled to recover for breach of such representations or warranties until the total amount which Purchasers Indemnified Parties would recover, but for this Article 13.7, exceeds $500,000 (the “Basket Amount”), after which point Sellers will be obligated only to indemnify Purchasers Indemnified Parties from and against Purchasers Damages exceeding the Basket Amount; and
(b) The Purchaser Indemnitees shall not be entitled to recover for breach of such representations or warranties against the Seller to the extent that aggregate claims for which they are entitled to recover under this Article 13 exceeds the sum of $1,000,000 (the “Cap Amount”).
15. Section 14.5 of this Agreement shall be deleted in its entirety and replaced with the following:
Limitation on Sellers’ Indemnification Obligations. Sellers’ obligations pursuant to the provisions of Article 13 are subject to the following limitations:
(a) The Purchasers Indemnified Parties shall not be entitled to recover under this Article 13 until the total amount which Purchasers Indemnified Parties would recover under such Article, but for this Article 13.7, exceeds $500,000 (the “Basket Amount”), after which point Sellers will be obligated only to indemnify Purchasers Indemnified Parties from and against Purchasers Damages exceeding the Basket Amount; and
(b) The Purchaser Indemnitees shall not be entitled to recover under this Article 13 against the Seller to the extent that aggregate claims for which they are entitled to recover under this Article 13 exceeds the sum of $1,000,000 (the “Cap Amount”).
