Limitations; Exclusive Remedy. Notwithstanding anything to the contrary contained in this Agreement:
(a) The Indemnifying Party will not be entitled to indemnification under Section 7.1(a) or (b), as applicable, and the Indemnified Party shall have no liability thereunder, unless and until the aggregate Indemnifiable Amounts incurred by the Indemnifying Party thereunder exceeds $984,932 (the “Threshold Amount”); provided that if and when the aggregate Indemnifiable Amounts under either Section 7.1(a) or (b) exceeds the Threshold Amount, the Buyer Indemnified Parties or the Company Indemnified Parties, respectively, will be entitled to be indemnified for such aggregate Indemnifiable Amounts in excess of the Threshold Amount. The aggregate maximum Indemnifiable Amounts for which an Indemnifying Party shall be entitled to indemnification under this Article VII shall be limited to $11,819,190 (the “Cap”). Notwithstanding the foregoing provisions of this Section 7.5(a), (i) the Cap and the Threshold Amount shall not apply to indemnification claims for Indemnifiable Amounts incurred by the Indemnified Party (A) under Section 7.1(a)(ii) or 7.1(b)(ii), as applicable, or (B) as a result of fraud committed by the Indemnifying Party, and (ii) the Threshold Amount shall not apply to indemnification claims (x) under Section 7.1(b)(iii) or (y) for Indemnifiable Amounts incurred by Buyer or the Company, as the case may be as a result of a Breach of an Excluded Representation.
(b) Any payment to an Indemnified Party shall be limited to the amount of Indemnifiable Amounts that remain after deducting therefrom any insurance proceeds recoverable by the Indemnified Party or its Affiliates in connection therewith. Each party shall use commercially reasonable efforts to mitigate Indemnifiable Amounts upon or after becoming aware of any event that could reasonably be expected to give rise thereto. Without limiting the foregoing, each Indemnified Party shall use its commercially reasonable efforts to collect any amount available from any third party alleged to be responsible for any Indemnifiable Amounts for which an indemnity claim is being made. Neither party shall be entitled to indemnification with respect to any amount included in the adjustments provided in Section 2.2.
(c) The rights of the parties to indemnification relating to this Agreement shall be strictly limited to those contained in this Article VII, and such indemnification rights shall be the sole and exclusive remedy of the parties with respe...
Limitations; Exclusive Remedy. (a) (i) The Seller Parents shall have no liability with respect to claims under Section 9.2(a) (excluding any breach of any representation or warranty in Sections 3.1, 3.2(a), 3.2(b)(i), 3.2(b)(ii), 3.3(a) or 3.14) in all cases until the total of all Damages (other than De Minimis Damages) with respect to such matters exceeds *** dollars ***, in which event all such Damages shall be recoverable (back to the first dollar of Damages). In no event shall the Seller Parents’ aggregate collective liability for indemnification under Section 9.2(a) (other than in respect of breaches of any of the representations or warranties in Sections 3.1, 3.2(a), 3.2(b)(i), 3.2(b)(ii), 3.3(a) or 3.14) exceed, in the aggregate, *** dollars ***.
Limitations; Exclusive Remedy. (i) The Seller Parents shall have no liability with respect to claims under Section 9.2(a) (excluding any breach of any representations or warranty under Sections 3.1, 3.2(a) (other than the last sentence), 3.2(b)(i), 3.2(b)(ii), 3.3(a), 3.3(b)(i) (but only the first sentence thereof), 3.5(h), 3.8, or 3.9) in all cases until the total of all Damages (other than De Minimis Damages) with respect to such matters exceeds sixty million dollars ($60,000,000) and then only for the amount in excess of twenty-five million dollars ($25,000,000). In no event shall the Seller Parents’ aggregate collective liability for indemnification under Section 9.2(a) (other than in respect of breaches of any of the representations and warranties in Sections 3.1, 3.2(a) (other than the last sentence), 3.2(b)(i), 3.2(b)(ii), 3.3(a), 3.3(b)(i) (but only the first sentence thereof), 3.5(h), 3.8, and 3.9) exceed, in the aggregate, $500,000,000.
(ii) The Seller Parents shall have liability under Section 9.2(a), 9.2(b) (solely with respect to any breach of or failure to perform or comply with the covenants and agreements in Section 7.1), 9.2(e), 9.2(f), 9.2(g), 9.2(h) and 9.2(i) only if the Seller Parents receive notice of any claim from the Indemnified Person, specifying the factual basis of the claim in reasonable detail and specifying, if known, the amount claimed, (A) within the applicable survival period as defined in Section 9.1 for claims under Section 9.2(a), (B) within twelve (12) months following the Closing Date for claims under Section 9.2(b) (solely with respect to any breach or failure to perform or comply with the covenants and agreements in Section 7.1), and (C) within thirty (30) days after the expiration of the applicable statute of limitations, for claims under Sections 9.2(e), 9.2(f), 9.2(g), 9.2(h) and 9.2(i).
(b) The aggregate liability of any Seller Parent with respect to a particular claim for indemnification pursuant to Section 9.2 shall not exceed such Seller Parent’s Indemnity Share of the total Damages payable with respect to such claim, except as follows:
(i) In respect of claims for indemnification pursuant to Section 9.2(a), for a breach of a representation or warranty made solely by such Seller Parent or solely in respect of such Seller Parent, such Seller Parent shall have sole liability for such portion of the Damages attributable to such breach under the following representations and warranties: (A) with respect to Sempra Energy or RBS, such representa...
Limitations; Exclusive Remedy. The Escrow Stock is the sole and exclusive remedy of the Indemnitees against Gilo with respect to any matter arising out of or in connection with this Agreement or the Escrow Agreement; provided, however, that no claim against Gilo for fraud shall be subject to the limitations of this paragraph or this Section 6. Any release of the Escrow Stock shall be in accordance with the terms of the Escrow Agreement. Subject to the rights of the Indemnitees set forth in Section 6.7, Gilo shall not be liable or responsible in any manner whatsoever to the Indemnitees, whether for indemnification or otherwise, except for indemnity as expressly provided in this Section 6. The maximum liability of Gilo under this Agreement and the Escrow Agreement shall be 100% of the Company Shares issued to Gilo in the Share Exchange, including any cash, securities or other property distributable (whether by way of dividend, stock split or otherwise) in respect of or in exchange for such shares (the “Escrow Stock”).
Limitations; Exclusive Remedy. (a) (i) The Seller Parents shall have no liability with respect to claims under Section 9.2(a) (excluding any breach of any representations or warranty under Sections 3.1, 3.2(a) (other than the last sentence), 3.2(b)(i), 3.2(b)(ii), 3.3(a), 3.3(b)(i) (but only the first sentence thereof), 3.5(h), 3.8, or 3.9) in all cases until the total of all Damages (other than De Minimis Damages) with respect to such matters exceeds sixty million dollars ($60,000,000) and then only for the amount in excess of twenty-five million dollars ($25,000,000). In no event shall the Seller Parents’ aggregate collective liability for indemnification under Section 9.2(a) (other than in respect of breaches of any of the representations and warranties in Sections 3.1, 3.2(a) (other than the last sentence), 3.2(b)(i), 3.2(b)(ii), 3.3(a), 3.3(b)(i) (but only the first sentence thereof), 3.5(h), 3.8, and 3.9) exceed, in the aggregate, $500,000,000.
Limitations; Exclusive Remedy. Except as elsewhere provided in this Agreement, QCSI shall have no liability to TS or any third party for any alleged infringement, or claim thereof, based upon: (a) any modifications made to the Software (other than those modifications provided by or pursuant to written instructions from QCSI under this Agreement, a professional services agreement with QCSI, or through Maintenance and Support); (b) failure to implement modifications or enhancements as required by QCSI; (c) Use of the Software in connection or in combination with any computer hardware or software not specified in the documentation and not otherwise approved in writing by QCSI (if such infringement or claim could have been avoided by the use of other equipment, devices or software); (d) installation or Use of the Software contrary to the specifications and directions contained in the documentation or other reasonable written instructions of QCSI; (e) the Use of Software other than as strictly permitted under this Agreement or in a manner for which it was not intended or the use of other than the most current release of the Software provided by QCSI as part of maintenance and support (if such claim would have been prevented by the use of such release and, after such fact was adequately notified by QCSI to TS, TS failed to install the new release); or (f) the Use of the allegedly infringing software after being informed in writing of modifications that would have avoided the alleged infringement; or (g) any costs or expenses incurred by TS without QCSI’s prior written consent.
Limitations; Exclusive Remedy. (a) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the maximum amount of indemnifiable Losses which may be recovered from (i) Seller arising out of or resulting from the causes set forth in Section 11.2(a) or (ii) Buyer, arising out of or resulting from the causes set forth in Section 11.3(a), be, in each case, greater than an amount, in the aggregate, equal to $420,175.
(b) If any single claim or group of related claims for indemnification by an Indemnified Party that is subject to indemnity from (i) Seller arising out of or resulting from the causes set forth in Section 11.2(a) or (ii) Buyer, arising out of or resulting from the causes set forth in Section 11.3(a), results in aggregate Losses to such Indemnified Party that do not exceed $10,000, such Losses shall not be deemed to be Losses under this Agreement and shall not be eligible for indemnification under this Article XI.
(c) Following the Closing, except for claims based on any fraud of Seller or Buyer and except as specifically provided in Section 12.8, each Party acknowledges and agrees that the remedies set forth in this Article XI shall constitute the sole and exclusive remedies for recovery by any Party for any claim arising out of or based on this Agreement, any Ancillary Agreement, or in any certificate delivered by the Parties as part of the transactions contemplated hereby and thereby, including claims based upon any breach, inaccuracy, inadequacy or incompleteness of a representation or warranty of any other Party, or based on the failure of such other Party to perform any covenant, agreement or undertaking that the terms hereof or thereof required to be performed by such Party at or prior to the Closing, and none of the Parties shall be entitled to a rescission of this Agreement, any Ancillary Agreement, or in any certificate delivered by the Parties as part of the transactions contemplated hereby and thereby, or to any further indemnification rights or claims or remedies of any nature whatsoever in respect thereof, all of which the Parties hereby waived. Notwithstanding anything to the contrary in this Agreement, nothing herein shall preclude (i) Buyer from asserting or otherwise maintaining, in any Action or otherwise, that any liability is a Retained Liability and therefore is the responsibility of Seller and not an obligation of Buyer or the Company, or (ii) Seller from asserting or maintaining, in any Action or otherwise, that any liability ...
Limitations; Exclusive Remedy. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the maximum amount of indemnifiable Losses which may be recovered from (i) Seller arising out of or resulting from the causes set forth in Section 11.2(a) or (ii) Buyer, arising out of or resulting from the causes set forth in Section 11.3(a), be, in each case, greater than an amount, in the aggregate, equal to $138,075.00.
Limitations; Exclusive Remedy. (a) CAG shall have no liability with respect to claims under Section 9.2 (except under Sections 9.2(c), 9.2(d), 9.2(e), 9.2(f) and 9.2(i)) until the total of all Losses with respect to such matters exceeds fifteen million dollars ($15,000,000) (the "Deductible") and then only for the amount by which such Losses exceed the Deductible. CAG shall have no liability with respect to claims under Section 9.2(i) until the total Losses attributed to the Environmental Liability exceeds the sum of (i) the established reserve on the Final Balance Sheet and (ii) $500,000 (such sum, the “Schedule 3.15 Deductible”) and then only for the amount by which the Losses attributed to the Environmental Liability exceed the Schedule 3.15 Deductible. In no event shall CAG’s liability for indemnification under Sections 9.2 exceed six hundred million dollars ($600,000,000); provided, however, this limitation shall not apply to CAG’s indemnification obligations under Sections 9.2(c), 9.2(d), 9.2(e), 9.2(f), 9.2(g), 9.2(h) and 9.2(i) or for a breach of the representations and warranties contained in Sections 3.1 (Organization and Good Standing), 3.2 (Enforceability; Authority; No Conflict), 3.4(a) (Company Interests), 3.4(b) (Title) or 3.14 (Brokers or Finders). Neither Investor nor the LLCs shall have any liability with respect to claims under Section 9.3 (except under Sections 9.3(c), 9.3(d), and 9.3(e) until the total of all Losses with respect to such matters exceeds the Deductible, and then only for the amount by which such Losses exceed the Deductible. In no event shall the aggregate liability of Investor and the LLCs under Section 9.3 exceed six hundred million dollars ($600,000,000); provided, however, this limitation shall not apply to Investor’s indemnification obligation for a breach of the representations and warranties contained in Sections 4.1 (Organization and Good Standing), 4.2 (Enforceability; Authority; No Conflict), and 4.5 (Brokers or Finders) and the covenants in Section 7.14 (Financing) or for Investor’s indemnification obligations under Sections 9.3(c) and 9.3(d).
(b) Notwithstanding anything herein to the contrary, no Indemnified Person shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such person or its affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement or any Related Agreement.
(c) Except in the case of fraud, the exclusive remedy for ...
Limitations; Exclusive Remedy. Notwithstanding anything to the contrary set forth in this Agreement or the Purchase Agreement:
