Limitations and Other Matters Relating to Indemnification. (a) Subject to Section 8.6(b), and other than with respect to any Claims or Losses based upon, resulting from, arising out of or relating to any breach of any Specified Seller Representation, the Seller shall not be required to indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnitees under Section 8.2(a) (i) unless and until the aggregate amount of all Losses in respect of which indemnification otherwise may be sought under Section 8.2(a) (other than those based upon, resulting from, arising out of or relating to the Specified Seller Representations) exceeds $25,000,000 (the “Indemnification Threshold”), and once the Indemnification Threshold has been exceeded, the Seller shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in excess of the Indemnification Threshold and (ii) unless and until the amount of Losses in respect of which indemnification otherwise may be sought under Section 8.2(a) arising from any particular breach of any representation or warranty of the Seller in this Agreement exceeds $100,000 (the “Per Claim Threshold”), provided, that, subject to Section 8.4(a)(i), once the Per Claim Threshold has been exceeded with respect to any such particular breach, the Seller shall be required to indemnify, defend, hold harmless, pay and reimburse the Buyer Indemnitees for all such Losses with respect to such particular breach from the first dollar, including any such Losses that were taken into account in determining whether the Per Claim Threshold had been satisfied.
Limitations and Other Matters Relating to Indemnification. (a) With respect to indemnification by Sellers under Section 8.2(a), except in respect of breaches of the Sellers Fundamental Representations:
Limitations and Other Matters Relating to Indemnification. (a) Recovery by the Buyer Indemnitees pursuant to this Agreement shall be subject to the following limitations:
Limitations and Other Matters Relating to Indemnification. (a) Parent shall not be required to indemnify, defend, hold harmless, pay or reimburse the Alpha Indemnitees under Section 7.2 from and after the aggregate amount of all Damages in respect of indemnification under Section 7.2 exceeds $200,000,000.
Limitations and Other Matters Relating to Indemnification. Other than in relation to a claim arising from fraud or willful misconduct on the part of an Indemnifying Party, (i) the aggregate liability of the Warrantors in respect of all and any claims pursuant to, or in connection with, this Agreement shall in no event exceed an amount equal to 100% of the Subscription Price to the extent actually paid by the Investor to the Company immediately prior to its issuance of such Indemnification Notice (the “Indemnification Cap”).
Limitations and Other Matters Relating to Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, in no event shall Seller be required to indemnify, defend, hold harmless, pay or reimburse any indemnitee, as applicable, under this Article 9, or otherwise be liable in connection with the subject matter of this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby, for any Losses that are punitive, exemplary or treble, except to the extent any such Losses are actually awarded in respect of a Third-Party Claim.
Limitations and Other Matters Relating to Indemnification. (a) U.S. Seller shall not be required to indemnify, defend, hold harmless, pay or reimburse Buyer under Section 8.2:
Limitations and Other Matters Relating to Indemnification. (a) Other than with respect to any claims for indemnification or Losses based upon, resulting from, arising out of or relating to any inaccuracy in or breach of any Fundamental Seller Representations, the Company and Opco shall not be required to indemnify, defend, hold harmless, pay or reimburse the Investor Indemnitees under Section 11.2(a) or Section 11.2(c): (i) with respect to any given Claim (as defined below) made pursuant to Section 11.2(a) or Section 11.2(c) unless and until the aggregate amount of all Losses of the Investor Indemnitees in respect of Claims made hereunder exceeds an amount equal to six million dollars ($6,000,000) (the “Indemnification Deductible”), and once the Indemnification Deductible has been exceeded, the Company and Opco shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in excess of the Indemnification Deductible; and (ii) for any Claim if the aggregate amount of Losses in respect of such Claim are less than $25,000 (the “Minimum Claim Amount”); and provided further that such Losses in respect of Claims that do not meet the Minimum Claim Amount shall not be counted toward the Indemnification Deductible. 76
Limitations and Other Matters Relating to Indemnification. (a) Notwithstanding anything to the contrary in this Article 9, except in the case of Seller or its Affiliates’ Fraud, (i) Seller shall not have any liability to Buyer Indemnitees pursuant to Section 9.2(b) for Losses unless and until such Losses borne by the Buyer Indemnitees exceed $3,225,000, in which case Seller shall be responsible for all such additional Losses up to a cap of $3,225,000 (i.e., Seller shall be responsible for all such Losses from $3,225,000 up to $6,450,000 of such total Losses) and (ii) Seller shall not have any liability to Buyer Indemnitees pursuant to Section 9.2(g) (other than in respect of item 1 on Exhibit E) for Losses unless and until such Losses borne by the Buyer Indemnitees exceed, in the case of each of items 2, 3 and 4 on Exhibit E, $1,000,000 per such item and in the case of items 2, 3 and 4 in the aggregate, in no event shall Seller be responsible for such Losses pursuant to Section 9.2(g) in an amount in excess of $5,000,000.
Limitations and Other Matters Relating to Indemnification. (a) No Seller shall be required to indemnify, defend or hold harmless, the Purchaser Indemnitees under Section 7.2(a) unless and until the aggregate amount of all Losses in respect of indemnification under Section 7.2(a) exceeds $200,000 (the “Seller Indemnification Threshold”). In the event that the aggregate amount of all Losses in respect of indemnification under Section 7.2(a) exceeds the Seller Indemnification Threshold, the relevant Seller(s) shall, severally and not jointly, indemnify, defend, hold harmless, pay and reimburse the Purchaser Indemnitees only the amount in excess of the Seller Indemnification Threshold.
