Limitations of Indemnification. The following limitations shall apply with regard to Seller’s obligations to indemnify Buyer Indemnitees pursuant to this Section 6.2:
Limitations of Indemnification. The indemnity and other provisions herein shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, expenses, claims, actions, damages or liabilities to which the Indemnified Party may be subject directly resulted from the breach of the Agreement by or the gross negligence, fraud or willful misconduct of the Indemnified Party and such Indemnified Party shall reimburse any funds advanced by the Indemnifying Party to the Indemnified Party pursuant to this indemnity in respect of such claim.
Limitations of Indemnification. Notwithstanding any other provision of this Agreement, (i) neither Buyer nor Seller nor any other Person may assert any claim for indemnification or any Loss unless the fact that gives rise to such claim gives rise to Loss in excess of One Thousand Dollars ($1,000.00) (excluding litigation expenses and attorneys fees incurred solely for purposes of making a determination under this clause), and in that event the obligation of Seller or Buyer or Principal Stockholders together, as the case may be, shall apply only to the amount of the Loss in excess of One Thousand Dollars ($1,000.00), (ii) neither the Buyer nor the Seller nor any other Person may assert any claim for indemnification of any Loss unless the aggregate amount for which Seller or Buyer or Principal Stockholders together, as the case may be, would have had an indemnification obligation under this Agreement (but for the operation of this clause) exceeds Twenty-Five Thousand Dollars ($25,000.00), and in that event the obligation of Seller or Buyer or Principal Stockholders together, as the case may be, shall apply only to the amount of the Loss in excess of Twenty-Five Thousand Dollars ($25,000.00), and (iii) in no event shall the aggregate amount paid by Seller to Buyer and any other Person or by Buyer and the Principal Stockholders to the Seller and any other Person for indemnification of Losses exceed Six Hundred Thousand Dollars ($600,000.00). The dollar thresholds set forth in this subsection have been negotiated for the special purpose of the provisions to which they relate and are not to be taken as evidence of the level of materiality for purpose of any other provisions of this Agreement or any statutory or any other law that may be applicable to the transactions contemplated by this Agreement under which a level of materiality might be an issue. The limitations contained in the Section 15(f) shall not apply to any indemnification obligation arising pursuant to Section 15(a)(i)(B), 15(a)(ii) or 15(b)(ii).
Limitations of Indemnification. The persons or entities indemnified pursuant to this Article IX shall not assert any claim for indemnification hereunder until such time as and solely to the extent that the aggregate of all claims that such persons may have against the Indemnifying Party shall exceed $100,000 with respect to all claims. No Seller shall be obligated to indemnify and hold harmless any Indemnified Party with respect to any claim for indemnification hereunder exceeding the cash consideration received by such Seller (excluding any amount received as Creditor) described in Section 1.1 hereof; provided, however, that the foregoing limitation shall not be applicable to any breach of the representations and warranties contained in Sections 2.3 (Capital Stock of the Company) and 2.27 (Authority; Ownership) hereof.
Limitations of Indemnification. No Indemnifying Party shall be required to indemnify an Indemnified Party hereunder unless and until the aggregate amount of Losses and/or Expenses for which the applicable Indemnitor is otherwise obligated to make payment pursuant to this SECTION 11 exceeds $50,000, whereupon such Indemnitor shall be obligated to pay the entire aggregate amount of all such Losses and Expenses. The amount of any Losses or Expenses recoverable by an Indemnified Party under this SECTION 11.5 shall be calculated net of any insurance proceeds or other third party recoveries received by such Indemnified Party with respect thereto.
Limitations of Indemnification. (a) The Indemnitor shall not be liable under this Agreement in respect of any Event of Indemnification unless an Indemnitee gives written notice to the Indemnitor providing a good faith description of the circumstances relating to such Event of Indemnification (to the extent such circumstances are then known), on or before the Survival Date with respect thereto. The Seller and the Purchaser shall forward a copy of each such notice received by it to each Indemnitor. Notwithstanding anything herein to the contrary, if written notice of an Event of Indemnification has been given by the Indemnitee to the Indemnitor in accordance with Article VIII of this Agreement on or before the applicable Survival Date, then the Indemnitee's right to indemnification with respect to such Event of Indemnification shall survive until any resulting Claims shall have been finally resolved.
Limitations of Indemnification. Notwithstanding anything in this Article 8 to the contrary, any Damages to QIAGEN or its Affiliates resulting from fraud or intentional misrepresentation by any executive officer or director of the Company or more than 10% beneficial owner of outstanding Company Shares with respect to a representation or warranty contained herein at the time such representation or warranty was made or at the time of the Closing (i) shall not be subject to the Deductible Amount or the Expiration Date and (ii) QIAGEN's recovery shall not be limited to the Escrow Fund.
Limitations of Indemnification. (a) Notwithstanding the provisions of Section 6.2(a): (i) the Buyer Indemnifying Parties shall not be liable for Losses under Section 6.2(a)(i) unless the aggregate amount of Losses with respect to all such breaches or inaccuracies of such representations and warranties exceeds $250,000 (the “Indemnification Deductible”), in which event all such Losses exceeding $125,000 shall be subject to indemnification; and (ii) the Buyer Indemnifying Parties’ maximum liability, as the case may be, under Section 6.2(a)(i) shall not exceed the Closing Cash Consideration (the “Cash Indemnification Limit”); provided, however, the Indemnification Deductible shall not apply to any Losses incurred by the Buyer Indemnified Parties resulting from a breach of the Indefinite Fundamental Representations and the Buyer Indemnifying Parties’ maximum liability under Section 6.2(a)(ii) and (vi) shall not exceed (x) the Closing Cash Consideration plus (y) the aggregate amount of any principal repayments made by Buyer to Seller or Seller Parent under the Notes (the “Total Indemnification Limit”); provided, further, neither the Indemnification Deductible nor the Cash Indemnification Limit or the Total Indemnification Limit shall apply to any Losses incurred by the Buyer Indemnified Parties and asserted pursuant to Section 6.2(a)(iii) through (v).
Limitations of Indemnification. (a) Notwithstanding the foregoing, the indemnification obligations set forth in Sections 7.2 and 7.3: (i) cover only those costs and expenses paid or incurred by the applicable Indemnitee; (ii) do not cover lost profits, consequential damages, punitive damages or special damages incurred by an Indemnitee; (iii) do not cover any amounts paid or incurred by an Indemnitee to the extent attributable to such Indemnitee’s fraud, willful misconduct, gross negligence, misappropriation of funds, breach of the implied contractual covenant of good faith and fair dealing or material breach of this Agreement or the Holdco LLC Agreement, as determined by a final non-appealable order of a court of competent jurisdiction; and (iv) are subject to the right of the Company to seek a final and non-appealable order of a court of competent jurisdiction (an “Indemnity Determination Proceeding”) to determine whether all or any portion of the amount for which an Indemnitee is being (or was) indemnified was attributable to fraud, willful misconduct, gross negligence, misappropriation of funds, breach of the implied contractual covenant of good faith and fair dealing or a material breach of this Agreement or the Holdco LLC Agreement or was otherwise ineligible for reimbursement by the Company pursuant to this Article VII.
Limitations of Indemnification. 9.1 Notwithstanding any other terms of this Deed, no provision of this Deed shall indemnify, the Indemnitee against, or exempt the Indemnitee from, any liability for fraud or dishonesty proved against the Indemnitee.
