Limitations as to Amount. (a) If the Closing occurs, Seller shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date until the total of all damages with respect to all such failures or breaches exceeds in the aggregate $50,000, and then only for damages in excess of $50,000.
Limitations as to Amount. (a) Indemnitors shall have no liability with respect to the matters described in Section 10.1 (other than the agreements in Sections 3.2 and 3.4) until the total of all Losses with respect thereto exceeds $200,000 in which event Indemnitors shall be obligated to indemnify the Indemnitees as provided in this Article 10 for all such Losses; provided, however, that each individual claim of $10,000 or less shall not be indemnifiable, and shall not be includable in determining whether the $200,000 threshold has been reached.
Limitations as to Amount. Seller shall be obligated to indemnify Purchaser only when and only to the extent the aggregate of all Losses suffered or incurred by Purchaser as to which a right of indemnification is provided under this Article 9 exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the "Seller's Threshold Amount"). After the aggregate of all Losses suffered or incurred by Purchaser exceeds the Seller's Threshold Amount, subject to the other limitations set forth herein, Seller shall be obligated to indemnify Purchaser for all such Losses in excess of the Seller's Threshold Amount. In no event shall the aggregate liability of Seller to Purchaser Indemnitees under this Article 9 or otherwise with respect to the transactions contemplated hereby, whether based upon contract, statutory or regulatory law, tort or otherwise, exceed One Million Dollars ($1,000,000) (the "Seller's Maximum Amount"). Notwithstanding the above, neither the Seller's Threshold Amount nor the Seller's Maximum Amount limitations shall apply to the indemnification rights of Purchaser (i) under Section 9.1(c) hereof for Losses resulting from those Excluded Liabilities described in Section 2.2(f) or (ii) under Section 9.1(b) for Losses resulting from Seller's breach of any covenant or agreement of Seller contained in Section 8.14 hereof and the payment of such amounts by Seller shall not count toward the calculation of Seller's Maximum Amount. Notwithstanding the above, Seller's Maximum Amount shall not apply to (a) claims based on ERISA or Seller's Benefit Plans; (b) claims based on the failure of the parties to comply with applicable bulk sales laws; (c)
Limitations as to Amount. The Indemnitor shall have no liability with respect to the matters described in Section 8.2 until the total of all Losses with respect thereto exceeds $10,000 in which event the Indemnitor shall be obligated to indemnify the Indemnitees as provided in this Article 8 for all such Losses. The limitations set forth in this Section 8.8 shall not apply to any intentional misrepresentation or breach of warranty of any Indemnitor or any intentional failure to perform or comply with any covenant or agreement of any Indemnitor, and the Indemnitor shall be liable for all Losses with respect thereto.
Limitations as to Amount. (a) Sellers shall be obligated to indemnify Purchaser under this ARTICLE 14 only when and only to the extent the aggregate of all Losses suffered or incurred by Purchaser:
Limitations as to Amount. Seller Indemnitors shall have no liability with respect to the matters described in clauses (a) or (b) of Section 9.02 until the total of all Losses with respect thereto exceeds $75,000, in which event Seller Indemnitors shall be obligated to indemnify the Buyer Indemnitees as provided in this Article for all such Losses, provided however, that in no event shall Seller Indemnitors be obligated to indemnify the Buyer Indemnitees for Losses in excess of fifty percent (50%) of the Net Equity Value as of the Closing Date, provided further, that after the fifth anniversary hereof, Seller Indemnitors shall only be liable for Losses to the extent that the aggregate of all Losses exceeds $75,000. The limitations set forth in this Section shall not apply to any intentional misrepresentation or breach of warranty of any Seller Indemnitor or any intentional failure to perform or comply with any covenant or agreement of any Seller Indemnitor, and the Seller Indemnitors shall be liable for all Losses with respect thereto. Buyer Indemnitor shall have no obligation to indemnify the Seller Indemnitees for Losses in excess of $860,000.
Limitations as to Amount. Lakers and Trust. The Lakers and the Trust shall have no liability for indemnification with respect to misrepresentations under Section 5.2 and 5.3 or with respect to the Consent Decree, M and WC Liability with respect to or involving employees of the Rental Business, an Arrow Claim or Proceedings pending as of the Closing Date not related to the Wiper Business or Wiper Business Assets until the total of all Damages with respect to (i) all representations and warranties, (ii) the Consent Decree; (iii) M and WC Liability with respect to or involving employees of the Rental Business, (iv) an Arrow Claim, and (v) Proceedings pending as of the Closing Date not related to the Wiper Business or Wiper Business Assets, collectively exceeds Two Hundred Thousand Dollars ($200,000) (the "Basket"), in which case the Lakers and the Trust shall be jointly and severally liable for all Damages under Section 5.2 and 5.3 and with respect to the Consent Decree, M and WC Liability with respect to or involving employees of the Rental Business, an Arrow Claim and Proceedings pending as of the Closing Date not related to the Wiper Business or Wiper Business Assets, including the portion less than Two Hundred Thousand Dollars ($200,000). However, this Section shall not apply to any intentional misrepresentation or intentional breach of warranty and the Lakers and the Trust shall be jointly and severally liable for all Damages with respect thereto. The total liability of the Lakers and the Trust with respect to misrepresentations under Section 5.2 and 5.3 shall not exceed Three Million Five Hundred Thousand Dollars ($3,500,000).
Limitations as to Amount. No indemnifying party shall have any liability with respect to the matters described in Sections 10.1(a) or 10.2(a) until the total of all Losses with respect thereto exceeds $1,000,000, at which time the Indemnitee shall be entitled to indemnification for the full amount of all Losses (including the first $1,000,000). Notwithstanding any other provision of this Agreement to the contrary, the indemnification obligations of Omnicom and BHA, collectively, on the one hand, and of HeadXxxxxx.XXX xxx Merger Sub, collectively, on the other hand, shall not exceed $35 million. The limitations set forth in this Section 10.7 shall not apply to (i) an intentional misrepresentation, (ii) an intentional breach of warranty, (iii) fraud of any indemnifying party, (iv) an indemnification claim based on Section 10.1(c) or (v) an indemnification claim based on a breach of the representations and warranties set forth in Sections 6.8, 6.11, 6.14, 7.8, 7.11 and 7.14. The indemnifying party shall be liable for all Losses with respect to any indemnification claim based on subparagraphs (i)-(v) above and any amount recovered under such subparagraphs shall not be counted against the $35 million limit for purposes of any other indemnification claims.
Limitations as to Amount. Notwithstanding anything to the contrary ------------------------ in this Agreement, Indemnitor shall be obligated to indemnify Indemnitee only with respect to Losses actually paid, suffered or incurred, if any only to the extent that the aggregate amount of such Losses exceeds the Threshold Amount (as hereinafter defined) up to a maximum aggregate amount equal to the Purchase Price, provided, however, the limitations set forth in this Section 7.9 shall not be applicable to the obligation of Seller Indemnitor to indemnify Seller Indemnitee as provided in Section 7.3(a)(iii) above.
Limitations as to Amount. (a) Except as provided in Sections 1.2 and 1.4 herein, neither PMSI nor NDC shall have any liability with respect to the matters described in clauses (a)(i) or (a)(ii) with respect to PMSI and (b)(i) and (b)(ii) with respect to NDC of Section 7.1 until the total of all Losses with respect thereto exceeds $30,000 (the "Threshold Amount") in which event PMSI or NDC, as the case may be, shall be obligated to indemnify as provided in this Article 7 for all such Losses; provided, however, that each individual claim of $10,000 or less shall not be indemnifiable, and shall not be includable in determining whether the $30,000 threshold has been reached.
