LIMITATION UPON INDEMNITY. (a) Neither the Stockholders nor PalEx shall be entitled to indemnification from the other under the provisions of this Article VIII until such time as the claims subject to indemnification by such party exceed, in the aggregate, Three Hundred Sixty Thousand Dollars ($360,000) (the "Indemnity Deductible").
(b) The aggregate indemnification obligations of the Stockholders under Article VIII shall be limited to the obligations in excess of the Indemnity Deductible but not more than Thirty-Six Million Dollars ($36,000,000); PROVIDED, HOWEVER, if the per share price of the PalEx Common Stock is less than the per share price of the PalEx Common Stock issued in the IPO, the foregoing limit on indemnity obligations shall be reduced by the difference in such prices multiplied by the number of shares of PalEx Common Stock issued to the Stockholders pursuant to this Agreement.
LIMITATION UPON INDEMNITY. Rights to indemnification under SECTION 5.1 or 5.2 hereof are subject to the following limitations:
(a) No amount shall be payable by any of the Owners in indemnification under SECTION 5.1 hereof until and unless the aggregate of all Losses incurred by the Buyer with respect to one or more Seller Indemnifiable Claims shall exceed one hundred fifty thousand dollars ($150,000) (the "Threshold"), in which event the injured party shall be entitled to indemnification under SECTION 5.1 hereof for all such Losses above the Threshold incurred by the Buyer with respect to all such Seller Indemnifiable Claims, subject to the additional limitations set forth in SECTION 5.5(B) hereof. The amount by which the Assumed Liabilities exceed Eight Million Nine Hundred Thousand Dollars ($8,900,000) shall not be aggregated to the Losses with respect to the Threshold and shall not be subject to the additional limitations set forth in SECTION 5.5(B) hereof.
(b) Except as otherwise provided herein, the total liability of the Owners, individually under SECTION 5.1 hereof with respect to all Losses incurred by the Buyer with respect to Seller Indemnifiable Claims shall not exceed One Million Dollars ($1,000,000.00) individually, or Two Million Dollars ($2,000,000) in the aggregate. The Owners shall be jointly and severally liable for Seller Indemnifiable Claims; provided, however, that the Owners shall be liable only severally and not jointly for Seller Indemnifiable Claims arising under ARTICLE
LIMITATION UPON INDEMNITY. The Company Stockholders, on the one hand, and IES, on the other hand, shall be entitled to indemnification from the other party under the provisions of this Article VI for all claims subject to indemnification by such party, but only after such time that the amount of, and to the extent that such claims exceed, in the aggregate $10,500.
LIMITATION UPON INDEMNITY. Notwithstanding anything to the contrary contained herein,
(a) the aggregate indemnification obligation of the Companies and the Stockholders under Section 6.1(a) shall be limited to one-half the sum of -------------- (i) the Purchase Price and (ii) the Assumed Liabilities; and
(b) the aggregate indemnification obligation of each Stockholder under Section 6.1(a) shall be limited to the Purchase Price received, -------------- directly or indirectly, by distribution from the Companies or otherwise, by such Stockholder; provided, however, (i) such Stockholder shall be deemed -------- ------- to have received the original principal amount of the Subordinated Notes received by him, and (b) if such Stockholder has sold, transferred, assigned or otherwise disposed of the IFCO Ordinary Shares received by him, then the Purchase Price received by him shall be deemed to include such IFCO Ordinary Shares at the Reference Price.
LIMITATION UPON INDEMNITY. The Company Stockholder, on the one hand, and IES, on the other hand, shall be entitled to indemnification from the other under the provisions of this Article VI for all claims subject to indemnification by such party, but only after such time that the amount of, and to the extent that, such claims exceed, in the aggregate, one percent (1%) of the value of the Merger Consideration, or $210,000; provided, however, that the foregoing limitation on liability shall not apply with respect to indemnity obligations under Section 6.1(a) relating to Section 3.2, Section 3.18, Section 3.19, or 6.1(e) hereof or with respect to any Damages that relate to or occur as a result of fraudulent misrepresentations or fraudulent acts.
LIMITATION UPON INDEMNITY. Notwithstanding anything to the contrary contained herein, the aggregate indemnification obligation of the Company and the Stockholders under SECTION 6.1(A) shall be limited to $20,000,000. Notwithstanding anything to the contrary contained herein, this SECTION 6.5 shall not apply to (a) breaches of the representations set forth in the last sentence of SECTION 2.3(A) or in SECTION 3.4(C) or (D) or SECTION 10.4, or (b) fraudulent misrepresentations.
LIMITATION UPON INDEMNITY. Rights to indemnification under SECTION 5.1 or 5.2 hereof are subject to the following limitations:
(a) No amount shall be payable by any of the Owners in indemnification under SECTION 5.1 hereof until and unless the aggregate of all Losses incurred by Parent or Buyer with respect to one or more Seller Indemnifiable Claims shall exceed two hundred ten thousand ($210,000.00), (the "Threshold"), in which event the injured party shall be entitled to indemnification under SECTION 5.1 hereof for all such Losses above the Threshold incurred by
LIMITATION UPON INDEMNITY. The Company Stockholders, on the one hand, and IES, on the other hand, shall be entitled to indemnification from the other under the provisions of this Article VI for all claims subject to indemnification by such party, but only after such time that the amount of, and to the extent that, such claims for which the Indemnitee is entitled to be paid exceed, in the aggregate, $500,000, (the "Indemnification Threshold") at which time the indemnifying parties shall be liable for all Damages in excess of (but not including) the Indemnification Threshold; provided, however, that the foregoing limitation on liability shall not apply with respect to (a) indemnity obligations under (i) Section 6.1(a) relating to Section 3.2, (ii) any item disclosed on Schedule 3.18 hereto and (iii) Section 3.19 hereof, or (b) indemnity obligations under Section 6.3(a) relating to Section 4.2(b), or (c) indemnity obligations under Section 6.2, or (d) obligations under Section 5.17, or (e) indemnity obligations under Section 6.3(c) relating to Section 5.6, or (f) obligations under Section 5.11(d), or (g) the failure of IES and/or Acquisition to pay all or any part of the Merger Consideration; or (h) with respect to any Damages that relate to or occur as a result of fraudulent misrepresentations or fraudulent acts.
LIMITATION UPON INDEMNITY i. Neither Buyer nor Sellers shall be entitled to indemnification from the other under the provisions of this SECTION 9 until such time as, and to the extent that, the claims subject to indemnification by such party exceed, in the aggregate, $7,750.
ii. The aggregate indemnification obligations of Sellers under this SECTION 9 shall be limited to $775,000.
iii. THE RIGHTS TO INDEMNIFICATION UNDER THIS SECTION 9 INCLUDE RIGHTS TO INDEMNIFICATION FOR THE RESULTS OF AN INDEMNIFIED PARTY'S ACTUAL OR ALLEGED NEGLIGENCE, IF SUCH INDEMNIFIED PARTY WOULD OTHERWISE BE ENTITLED TO INDEMNIFICATION HEREUNDER.
LIMITATION UPON INDEMNITY. (a) Neither the Stockholders, the Principals nor PalEx shall be entitled to indemnification from the other under the provisions of this ARTICLE VII until such time as, and to the extent that, the claims subject to indemnification by such party exceed, in the aggregate, $7,500.
(b) The aggregate indemnification obligations of the Stockholders and the Principals under this ARTICLE VII shall be limited to $750,000.
(c) THE RIGHTS TO INDEMNIFICATION UNDER THIS ARTICLE VII INCLUDE RIGHTS TO INDEMNIFICATION FOR THE RESULTS OF AN INDEMNIFIED PARTY'S ACTUAL OR ALLEGED NEGLIGENCE, IF SUCH INDEMNIFIED PARTY WOULD OTHERWISE BE ENTITLED TO INDEMNIFICATION HEREUNDER.
