Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article VIII or elsewhere in this Agreement, the following terms shall apply to any claim for monetary damages arising out of this Agreement or related to the transactions contemplated hereby:
Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article XI or elsewhere in this Agreement, the following terms shall apply to any claim for monetary damages arising out of this Agreement or related to the Transactions:
(a) Mini-Basket.
(i) The Stockholders will not have any liability under Section 11.1(a)(i) in respect of any individual Indemnification Claim or series of related Indemnification Claims unless and until such Indemnification Claim or Indemnification Claims involve Losses in excess of $15,000 to any Parent Indemnitee; provided that the limitation set forth in the first clause of this Section 11.3(a)(i) shall not apply to Losses arising from any breach or inaccuracy of the representations and warranties set forth in the Company Fundamental Representations; provided, further that the Stockholders will not have any liability under Section 11.1(a)(i) in respect of any individual Indemnification Claim or series of related Indemnification Claims for Losses arising from any breach or inaccuracy of the representations and warranties set forth in the first two sentences of Section 5.9(b) unless and until such Indemnification Claim or Indemnification Claims involve Losses in excess of $100,000 (together with the limitation set forth in the first clause of this Section 11.3(a)(i), the “Mini-Basket”); provided, further that all Losses for which the Stockholders are not required to indemnify the Parent Indemnitees because the associated Losses do not equal or exceed the applicable Mini-Basket set forth in this Section 11.3(a)(i) shall nevertheless be applied towards the Deductible under Section 11.3(b)(i).
(ii) The Parent will not have any liability under Section 11.2(a) in respect of any individual Indemnification Claim or series of related Indemnification Claims unless and until such Indemnification Claim or Indemnification Claims exceed the amount set forth in the first clause of Section 11.3(a)(i); provided that the limitation set forth in this Section 11.3(a)(ii) shall not apply to Losses arising from any breach or inaccuracy of the representations and warranties set forth in Sections 6.1, 6.2, 6.3(a), 6.5, 6.10 and 6.12 (collectively, the “Parent Fundamental Representations”); provided, further that all Losses for which the Parent is not required to indemnify the Stockholder Indemnitees because the associated Losses do not equal or exceed the amount set forth in the first clause of Section 11.3(a)(i) shall be applied towards the Deductible under Sec...
Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article VII or elsewhere in this Agreement, the following terms shall apply to any claim following Closing arising out of Section 7.2 or 7.3:
Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article VII or elsewhere in this Agreement:
Limitations and Other Indemnity Claim Matters. (a) Notwithstanding anything herein to the contrary, in no event shall a Purchaser be liable to any Rhino Related Party for any Loss or series of related Losses pursuant to Section 6.2(i) in excess of its Cash Purchase Price.
(b) For purposes of the indemnification obligations contained in this Section 6, when determining whether a breach or inaccuracy of any representation, warranty or covenant has occurred, and when calculating the amount of Losses incurred arising out of or relating to any such breach or inaccuracy, all references to “material”, “materially”, “materiality” or “material adverse effect” or similar or correlative terms shall be disregarded.
(c) Notwithstanding anything herein to the contrary, in no event will the limitations set forth in this Section 6.4 apply (i) in the event of fraud or willful misconduct by any Indemnifying Party or (ii) with respect to any Loss or series of related Losses as a result of, arising out of or in any way related to breaches of covenants or agreements contained in this Agreement or the Transaction Documents.
Limitations and Other Indemnity Claim Matters. (a) No Indemnifying Party shall have any obligation to indemnify any Indemnified Party against, or reimburse any Indemnified Party for, any Loss or series of related Losses pursuant to Section 6.1(i) (other than with respect to Losses or series of related Losses related to breaches or inaccuracies of any of the representations or warranties contained in Sections 5.1, 5.2, 5.3, 5.4, 5.10, 5.19, 5.21 and 5.22), with respect to Rhino, or pursuant to Section 6.2(i), with respect to Holdings, until (i) each such individual Loss exceeds $20,000 and (ii) the aggregate amount of all such Losses exceeds $100,000, in which event the Indemnifying Party shall be liable for all such Losses from the first dollar.
(b) Notwithstanding anything herein to the contrary, in no event shall (i) the Rhino Group be liable to any Holdings Related Party for any Loss or series of related Losses pursuant to Section 6.1(i) in excess of $1,000,000 or (ii) Holdings be liable to any Rhino Related Party for any Loss or series of related Losses pursuant to Section 6.2(i) in excess of $1,000,000, as applicable.
(c) For purposes of the indemnification obligations contained in this Section 6, when determining whether a breach or inaccuracy of any representation, warranty or covenant has occurred, and when calculating the amount of Losses incurred arising out of or relating to any such breach or inaccuracy, all references to “material”, “materially”, “materiality” or “material adverse effect” or similar or correlative terms shall be disregarded.
(d) Notwithstanding anything herein to the contrary, in no event will the limitations set forth in this Section 6.4 apply (i) in the event of fraud or willful misconduct by any Indemnifying Party or (ii) with respect to any Loss or series of related Losses as a result of, arising out of or in any way related to breaches of covenants or agreements contained in this Agreement or the Transaction Documents.
Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article VIII or elsewhere in this Agreement (subject to Section 8.3(d)), the following terms shall apply to any claim for monetary damages arising out of this Agreement or related to the transactions contemplated hereby:
(a) Cap.
(i) NGE’s aggregate liability to the Buyer Indemnitees under Section 8.1(b) and 8.1 (c) and any related obligations arising under Section 8.4 shall not exceed a dollar amount equal to one hundred percent (100%) of the RCE Purchase Price.
(ii) Buyer’s aggregate liability to the NGE Indemnitees under Section 8.2(b) and 8.2(c) and any related obligations arising under Section 8.4 shall not exceed a dollar amount equal to one hundred percent (100%) of the RCE Purchase Price.
Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article VIII or elsewhere in this Agreement (except the last sentence of Section 5.5, which shall not be affected by this Section 8.3), the following terms shall apply to any claim for monetary damages arising out of this Agreement or related to the transactions contemplated hereby:
(a) De Minimis. No indemnifying party (an “Indemnifying Party”) will have any liability under this Article VIII in respect of any individual claim involving Losses arising under Section 8.1(a) or Section 8.2(a) to any single ETE Indemnitee or ETP Indemnitee, as applicable, of less than $300,000 (each, a “De Minimis Claim”). Notwithstanding the forgoing, this Section 8.3(a) shall not apply to Losses arising out of or relating to (i) any breach or inaccuracy of the ETE Fundamental Representations or the ETP Fundamental Representations or (ii) the matters described in Section 8.1(c), or Section 8.1(d).
Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this ARTICLE IX or elsewhere in this Agreement, the following terms shall apply to any claim for monetary damages arising out of this Agreement or related to the transactions contemplated hereby:
(a) Mini-Basket.
(i) The Seller Parties will not have any liability under Section 9.1(a)(i) or 9.1(b)(i) in respect of any individual Claim or series of related Claims unless and until such Claim or Claims involve Losses in excess of $50,000 (the “Mini-Basket”) to any Buyer Indemnitee; provided that the limitation set forth in this Section 9.3(a)(i) shall not apply to Losses arising from any breach or inaccuracy of the representations and warranties set forth in Sections 3.1, 3.2, 3.3(a), 3.5 and 3.7 (collectively, the “Seller Fundamental Representations”) and the representations and warranties set forth in Sections 4.1, 4.2, 4.3(a), 4.5, 4.17 and 4.20 (collectively, the “Company Fundamental Representations”).
(ii) The Buyer will not have any liability under Section 9.2(a) in respect of any individual Claim or series of related Claims unless and until such Claim or Claims exceed the Mini-Basket; provided that the limitation set forth in this Section 9.3(a)(ii) shall not apply to Losses arising from any breach or inaccuracy of the representations and warranties set forth in Sections 5.1, 5.2, 5.5 and 5.11 (collectively, the “Buyer Fundamental Representations”).
Limitations and Other Indemnity Claim Matters. Notwithstanding anything to the contrary in this Article X or elsewhere in this Agreement, the following terms shall apply to any claim for monetary damages arising out of this Agreement or related to the Transactions:
(a) Mini-Basket. Newtek will not have any liability under Section 10.1(a) in respect of any individual indemnification claim or series of related indemnification claims unless and until such indemnification claim or indemnification claims involve Losses in excess of $25,000 to any Parent Indemnitee (the “Mini-Basket”); provided, that the limitation set forth in this Section 10.3(a)(i) shall not apply to Losses arising from Fraud or any breach or inaccuracy of the Company Fundamental Representations; provided, further, that all Losses for which Newtek is not required to indemnify the Parent Indemnitees because the associated Losses do not equal or exceed the applicable Mini-Basket shall nevertheless be applied towards the Deductible under Section 10.3(b).
