Common use of Limitation on Sellers’ Indemnification Obligations Clause in Contracts

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 any agreement by a Government Authority to increase reimbursement for Direct Contract Costs and/or Indirect Costs of ICI relating to any Government Contract for any period prior to the Closing Date. Following the Closing, Purchaser shall use good faith efforts to identify, in its good faith judgment, any opportunity to recover a material Pre-Closing Reimbursement under applicable law and the terms of the applicable Government Contract and to request recovery of such amount from the applicable Governmental Authority. Any such recovery beyond the amount that offsets in full Purchaser's Damages as referenced in this Section 8.3.3 shall be retained by Purchaser. 8.3.3 The maximum amount for which Seller shall be liable to the Purchaser Indemnitees under this Agreement for indemnification Claims under this Article 8 is one hundred percent (100%) of the Purchase Price (the "Indemncation Limit"). 8.3.4 Except as set forth in this Section 8.3.4, Seller's representations and warranties, and Seller's obligation to indemnify the Purchaser Indemnitees under Section 8.3, shall survive the Closing and will remain in effect until the date that is eighteen (18) months after the Closing Date with respect to any failure on the part of Seller or ICI to perform any covenants or agreements set forth herein, or any Breach by Seller of any of the representations and warranties made in Article 2. Notwithstanding the foregoing, Seller's indemnification obligations under Section 8.2.7 shall survive the Closing and will remain in. effect until the date that is twenty-four (24) months after the Closing. Notwithstanding the foregoing Seller's representations and warranties made in Sections 2.2.5, 2.3, 2.4 and 227, Seller's indemnification obligations under Sections 8.2.3 through 8.2.9 and any indemnification Claims based on fraud, willful misconduct or intentional misrepresentation shall survive the Closing and will remain in effect until the expiration of the applicable statute of limitations. Notwithstanding the foregoing, Seller's representations, warranties and obligation to indemnify the Purchaser Indemnitees under Section 8.3 with respect to any pending Claim for indemnification shall survive and remain in effect until such pending Claim is finally resolved.

Limitation on Sellers’ Indemnification Obligations. 8.3.1 Except as set forth in Sellers’ obligations pursuant to the provisions of Section 8.3.2, Seller 7.1 are subject to the following limitations: (a) Purchaser Indemnitees shall not be liable entitled to recover any Damages with respect to any claims brought under Section 7.1(a)(i) unless and until the total amount of Damages that Purchaser Indemnitees would recover with respect to claims brought under Section 7.1(a)(i), but for this Section 7.3(a), collectively exceeds three hundred seventy thousand dollars ($370,000) (the “Basket”). Once the total amount of Damages that Purchaser Indemnitees would recover collectively with respect to claims brought under Section 7.1(a)(i), but for this Section 7.3(a), exceeds the Basket, Purchaser Indemnitees shall be entitled to recover all of the aggregate Damages sustained or incurred by Purchaser Indemnitees with respect to any Claims claims brought under Section 7.1(a)(i) (subject to the other limitations set forth in this Article VII). The foregoing limitation shall not apply to recovery under Section 7.1(a)(i) for breaches of one or more of the Fundamental Representations or for breaches of the representations and warranties in Sections 3.12 or 3.20. (b) Except as provided in the following sentence, the Sellers’ obligations to provide indemnification under this Article VII, in the aggregate, will not exceed an amount equal to 15% of the Purchase Price. The foregoing notwithstanding, with respect to Damages based on (i) a breach or inaccuracy of the representations and warranties set forth in Section 8.3 unless 3.20, the aggregate Sellers’ obligations to provide indemnification in respect thereof pursuant to this Article VII will not exceed an amount equal to 35% of Damages is in excess of one hundred fifty thousand dollars the Purchase Price, and ($150,000ii) (the "Indemnification Threshold"). Once the Indemnification Threshold has been met, Seller shall then be liable for all Claims in excess A) a breach or inaccuracy 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 any Fundamental Representation or any representations or warranties set forth in Sections 2.2.5Section 3.12 and (B) any claims brought under Section 7.1(a)(ii) – (v), 2.3the Sellers’ aggregate obligations to provide indemnification in respect thereof pursuant to this Article VII will not exceed, 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 when aggregated with all other Claims for indemnification under this Article VII, an amount equal to the Purchase Price. (c) Each Purchaser Indemnitee agrees to take all commercially reasonable steps to mitigate their respective Damages upon and after becoming aware of any event or condition which would reasonably be expected to give rise to any Damages that is indemnifiable hereunder. (d) To the extent that any breach of the representations set forth in Section 8.3.1, 3.12 results in any additional U.S. federal or state Income Tax liability of the Company or the Purchaser and its Affiliates for taxable periods (or portions thereof) beginning after the Closing Date (as compared with the U.S. federal and state Income Tax liability of the Company or the Purchaser and its Affiliates for taxable periods (or portions thereof) beginning after the Closing Date as determined without regard to such Damages shall be reduced dollar for dollar, but not below zero (0breach), 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 Sellers shall not be liable to have any indemnification obligation under Section 7.1(a)(i) unless and until (x) the amount of any additional income of the Company or the Purchaser Indemnitees with respect and its Affiliates resulting from such breach and giving rise to any Claims for indemnification under Section 8.2.7 unless such Tax liability exceeds the aggregate amount of Damages for such Claims is any net operating loss carryforwards shown on the Company’s final U.S. federal Income Tax Return (to the extent not previously taken into account in excess computing the amount of five hundred thousand dollars ($500,000Sellers’s indemnification obligation under Section 7.1(a)(iii)), subject and (y) the amount of the Company’s or the Purchaser’s and its Affiliate’s Income Tax liability attributable to offset as provided such breach exceeds the amount of any research and development credit carryforwards shown on the Company’s final U.S. federal Income Tax Return (to the extent not previously taken into account in computing the last sentence amount of this Section (the "Special Indemnification Threshold"). Once the Special Indemnification Threshold has been met, Seller shall then be liable for all such Claims Sellers’s indemnification obligation 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 misrepresentation7.1(a)(iii)). For the purpose avoidance of calculating Damages doubt, in computing the amount of Sellers’s indemnification obligation under Claims for Section 7.1(a)(iii), the amount of any net operating loss carryforwards or research and development credit carryforwards which have previously been taken into account in determining any indemnification obligations of Sellers under this Section 8.32, such Damages 7.3(d) 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 any agreement by a Government Authority to increase reimbursement for Direct Contract Costs and/or Indirect Costs of ICI relating to any Government Contract for any period prior to the Closing Date. Following the Closing, Purchaser shall use good faith efforts to identify, in its good faith judgment, any opportunity to recover a material Pre-Closing Reimbursement under applicable law and the terms of the applicable Government Contract and to request recovery of such amount from the applicable Governmental Authority. Any such recovery beyond the amount that offsets in full Purchaser's Damages as referenced in this Section 8.3.3 shall be retained by Purchaserdisregarded. 8.3.3 The maximum amount for which Seller shall be liable to the Purchaser Indemnitees under this Agreement for indemnification Claims under this Article 8 is one hundred percent (100%) of the Purchase Price (the "Indemncation Limit"). 8.3.4 Except as set forth in this Section 8.3.4, Seller's representations and warranties, and Seller's obligation to indemnify the Purchaser Indemnitees under Section 8.3, shall survive the Closing and will remain in effect until the date that is eighteen (18) months after the Closing Date with respect to any failure on the part of Seller or ICI to perform any covenants or agreements set forth herein, or any Breach by Seller of any of the representations and warranties made in Article 2. Notwithstanding the foregoing, Seller's indemnification obligations under Section 8.2.7 shall survive the Closing and will remain in. effect until the date that is twenty-four (24) months after the Closing. Notwithstanding the foregoing Seller's representations and warranties made in Sections 2.2.5, 2.3, 2.4 and 227, Seller's indemnification obligations under Sections 8.2.3 through 8.2.9 and any indemnification Claims based on fraud, willful misconduct or intentional misrepresentation shall survive the Closing and will remain in effect until the expiration of the applicable statute of limitations. Notwithstanding the foregoing, Seller's representations, warranties and obligation to indemnify the Purchaser Indemnitees under Section 8.3 with respect to any pending Claim for indemnification shall survive and remain in effect until such pending Claim is finally resolved.

Limitation on Sellers’ Indemnification Obligations. 8.3.1 Except as set forth in Sellers’ obligations pursuant to Section 8.3.29.2 are subject to the following limitations: (a) Other than for Damages resulting from claims brought on the basis of Fraud, Seller the Purchaser Indemnified Parties shall not be liable entitled to the Purchaser Indemnitees with respect to any Claims for indemnification recover under Section 8.3 unless 9.2(a)(i) until the aggregate amount of Damages is in excess of one hundred fifty thousand dollars which the Purchaser Indemnified Parties would recover under Section 9.2(a)(i) exceeds an aggregate amount equal to Eight Hundred Twenty-Five Thousand Dollars ($150,000825,000) (the "Indemnification “Threshold"”). Once , in which case the Indemnification Threshold has been met, Seller Purchaser Indemnified Parties shall then be liable for all Claims entitled to recover only such Damages in excess of the Indemnification Threshold excluding such Claims as were aggregated Threshold. (b) Other than for Damages resulting from claims brought on the basis of Fraud, the aggregate amount of indemnification that the Purchaser Indemnified Parties may receive to reach the Indemnification Threshold. Notwithstanding the foregoing, Seller satisfy claims under Section 9.2(a)(i) 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 Eight Hundred Twenty-Five Thousand Dollars ($825,000) (the “Cap”). (c) The aggregate liability of each Seller pursuant to Section 9.2 shall in no event exceed the amount of the representations or warranties cash proceeds actually received by such Seller under this Agreement, provided that: (i) the aggregate liability of the Sellers under Section 9.2(a)(i) shall be as set forth in Sections 2.2.5, 2.3, 2.4 9.3(a) and 2.7, and any Claims based on fraud, willful misconduct or intentional misrepresentation, without regard to (b); and (ii) the Indemnification Threshold. For aggregate liability of 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 Sellers related to any Claims for indemnification under Section 8.2.7 unless S Corp Matter shall in no event exceed the greater of (1) the aggregate amount of Damages for such Claims is in excess of five hundred thousand dollars the Seller S Corp Tax Refunds, and ($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 any agreement by a Government Authority to increase reimbursement for Direct Contract Costs and/or Indirect Costs of ICI relating to any Government Contract for any period prior to the Closing Date. Following the Closing, Purchaser shall use good faith efforts to identify, in its good faith judgment, any opportunity to recover a material Pre-Closing Reimbursement under applicable law and the terms of the applicable Government Contract and to request recovery of such amount from the applicable Governmental Authority. Any such recovery beyond 2) the amount that offsets in full Purchaser's Damages as referenced in this Section 8.3.3 shall be retained by Purchaser. 8.3.3 The maximum amount for which Seller shall be liable to represents the Purchaser Indemnitees under this Agreement for indemnification Claims under this Article 8 is one hundred lesser of (A) fifty percent (10050%) of the Purchase Price (the "Indemncation Limit"). 8.3.4 Except as set forth in this Section 8.3.4, Seller's representations and warranties, and Seller's obligation Damages for which a Purchaser Indemnified Party is otherwise entitled to indemnify the Purchaser Indemnitees indemnification under Section 8.3, shall survive the Closing and will remain in effect until the date that is eighteen (189.2(a) months after the Closing Date with respect to any failure on such Damages, and (B) the part Backstop Cap. The “Backstop Cap” means Twenty-Five Million Dollars ($25,000,000) minus the aggregate amount of all Seller or ICI to perform any covenants or agreements set forth herein, or any Breach S Corp Tax Refunds received by Seller of any of the representations and warranties made in Article 2. Notwithstanding the foregoing, Seller's indemnification obligations under Section 8.2.7 shall survive the Closing and will remain in. effect until the date that is twenty-four (24) months after the Closing. Notwithstanding the foregoing Seller's representations and warranties made in Sections 2.2.5, 2.3, 2.4 and 227, Seller's indemnification obligations under Sections 8.2.3 through 8.2.9 and any indemnification Claims based on fraud, willful misconduct or intentional misrepresentation shall survive the Closing and will remain in effect until the expiration of the applicable statute of limitations. Notwithstanding the foregoing, Seller's representations, warranties and obligation to indemnify the Purchaser Indemnitees under Section 8.3 with respect to any pending Claim for indemnification shall survive and remain in effect until such pending Claim is finally resolvedPurchaser.

Limitation on Sellers’ Indemnification Obligations. 8.3.1 Except as Seller’s obligations pursuant to Section 7.3 and Section 4.2 (other than the limitations set forth in Section 8.3.2, Seller 7.4(a) or 7.4(b)) are subject to the following limitations: (a) The Purchaser Indemnitees shall not be liable entitled to the Purchaser Indemnitees recover under Section 7.3(a) with respect to any Claims for indemnification under Section 8.3 individual claim (or group of related claims arising out of the same incident or occurrence) unless the aggregate amount Damages associated with such claim (or group of related claims arising out of the same incident or occurrence) exceed $20,000, and then may recover only to the extent of such excess with respect to such claim (or group of related claims arising out of the same incident or occurrence). Any individual claim that does not involve Damages is in excess of one hundred fifty thousand dollars ($150,000) (the "Indemnification Threshold"). Once the Indemnification Threshold has been met, Seller 20,000 shall then be liable for all Claims in excess not count toward calculation 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 SpectrumDeductible. 8.3.2 Seller (b) The Purchaser Indemnitees shall not be liable entitled to the Purchaser Indemnitees with respect to any Claims for indemnification recover under Section 8.2.7 unless 7.3(a) until the aggregate total amount of Damages for such Claims is in excess of five hundred thousand dollars ($500,000that Purchaser would recover under Section 7.3(a), subject to offset as provided in the last sentence of but for 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 (07.4(b), by the amount, if any, paid to ICI following the Closing as a result of any agreement by a Government Authority to increase reimbursement for Direct Contract Costs and/or Indirect Costs of ICI relating to any Government Contract for any period prior to the Closing Date. Following the Closing, Purchaser shall use good faith efforts to identify, in its good faith judgment, any opportunity to recover a material Pre-Closing Reimbursement under applicable law and the terms of the applicable Government Contract and to request recovery of such amount from the applicable Governmental Authority. Any such recovery beyond the amount that offsets in full Purchaser's Damages as referenced in this Section 8.3.3 shall be retained by Purchaser. 8.3.3 The maximum amount for which Seller shall be liable to the Purchaser Indemnitees under this Agreement for indemnification Claims under this Article 8 is exceeds one hundred percent (1001%) of the Purchase Price (the "Indemncation Limit"“Deductible”), and then only for the excess over the Deductible (provided that the Deductible shall not apply to recovery under Section 7.3(a) for breaches of the Fundamental Representations or the Tax Representations). 8.3.4 Except as set forth in this (c) The Purchaser Indemnitees shall not be entitled to recover under Section 8.3.47.3(a) to the extent the aggregate claims for which they are entitled to recovery under Section 7.3(a) exceed twelve and one-half percent (12.5%) of the Purchase Price, Seller's representations and warrantiesprovided, however, that the foregoing limitation shall not apply to recovery under Section 7.3(a) for breaches of one or more of the Fundamental Representations, and Seller's obligation to indemnify provided, further, that the Purchaser Indemnitees shall not be entitled to recover under Section 8.37.3(a) for breaches of the Tax Representations and/or for indemnification under Section 4.2 (including without limitation under the Remediation Agreement) in an amount in excess of $17,500,000 in the aggregate. Notwithstanding anything to the contrary herein contained, in no event shall survive Purchaser Indemnities be entitled to recover from Seller under this Agreement an aggregate amount that exceeds the Closing Purchase Price. (d) The Purchaser Indemnitees shall not be entitled to recover under Section 7.3 or Article IV in respect of any claim for indemnification unless such claim has been asserted by written notice, specifying the details of the alleged misrepresentation or breach of warranty or covenant with reasonable specificity, the sections of this Agreement alleged to have been breached, and will remain a good faith estimate of the Damages claimed, delivered to Seller on or prior to the expiration of any applicable Survival Period for such claim. (e) The Purchaser Indemnitees shall not be entitled to recover under Section 7.3 or under Article IV: (i) WITH RESPECT TO CONSEQUENTIAL DAMAGES OF ANY KIND, DAMAGES CONSISTING OF BUSINESS INTERRUPTION OR LOST PROFITS (REGARDLESS OF THE CHARACTERIZATION THEREOF), DAMAGES FOR DIMINUTION IN VALUE OF THE BUSINESS, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE OR ANY SIMILAR BASIS WHICH MAY HAVE BEEN USED IN ARRIVING AT THE PURCHASE PRICE, AND INDIRECT, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES; (ii) with respect to the nonassignability or nontransferability of any of Contracts to which the Company or any Subsidiary is a party or any Permits, or the failure to obtain any consent, or to satisfy any conditions imposed incident to the giving of any consent, required under any Contract or any Permit, in effect until connection with, or as a consequence of, the date that transfer of the Shares to Purchaser or any assignment of assets pursuant to the xxxx of sale contemplated in Section 3.3(o), but only if, in each case, such Contract or Permit is eighteen listed in Schedule 2.3(i) of the Disclosure Schedule; (18iii) months after the Closing Date with respect to any failure on claim by or liability to any employee employed by the part of Seller or ICI to perform any covenants or agreements set forth herein, Company or any Breach by Seller of any Subsidiary for severance or other benefits arising as the result of the representations and warranties made in Article 2. Notwithstanding the foregoing, Seller's indemnification obligations under Section 8.2.7 shall survive termination of such employee’s employment with Company or any Subsidiary subsequent to the Closing and will remain in. effect until the date that is twenty-four Date; (24iv) months after the Closing. Notwithstanding the foregoing Seller's representations and warranties made in Sections 2.2.5, 2.3, 2.4 and 227, Seller's indemnification obligations for a claim under Sections 8.2.3 through 8.2.9 and any indemnification Claims based on fraud, willful misconduct or intentional misrepresentation shall survive the Closing and will remain in effect until the expiration of the applicable statute of limitations. Notwithstanding the foregoing, Seller's representations, warranties and obligation to indemnify the Purchaser Indemnitees under Section 8.3 7.3 with respect to any pending Claim Indebtedness of the Company or any Subsidiary or any Company Transaction Expenses, the amount of which has already been deducted from the Purchase Price pursuant to Article I; and (v) with respect to any matter if (A) the Net Working Capital, Cash and Cash Equivalents or Indebtedness set forth in the Closing Purchase Price Statement was or could have been adjusted for indemnification shall survive such matter and remain Purchaser did not dispute the amount of the adjustment in effect until the Closing Purchase Price Statement or the dispute as to the amount of the adjustment was resolved pursuant to Section 1.7, or (B) the Net Working Capital, Cash and Cash Equivalents or Indebtedness set forth in the Closing Purchase Price Statement was not adjusted for such pending Claim is finally resolvedmatter, Purchaser disputed such reduction, and the dispute was resolved in favor of Seller pursuant to Section 1.7.