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. No claim for indemnification for the matters set forth in this Article X shall be made by any member of either Purchaser Group or Seller Group until the aggregate indemnifiable Losses to the members of the Purchaser Group or the Seller Group, as applicable, resulting therefrom exceeds $50,000 (the "Floor"); provided, however, that if the aggregate amount of all such indemnifiable Losses shall exceed the Floor, then Seller or Purchaser, as the case may be, shall indemnify any member of Purchaser Group or the Seller Group, as applicable, entitled to indemnification hereunder for all Losses (without regard to the Floor), subject to the further limitations set forth in this Article X. No member of Purchaser Group or Seller Group shall be entitled to make any claim for indemnification under Sections 10.2 or 10.3, as the case may be, after the Expiration Date, except that indemnity may be sought after the expiration of such time limitation if a Notice of Claim shall have been delivered to the Indemnifying Party (as defined below) prior to the expiration of such time limitation. The total liability of each of Seller and Purchaser, as applicable, for any claim for Losses asserted by the Purchaser Group pursuant to Section 10.2(a) or 10.2(b), or asserted by the Seller Group pursuant to Section 10.3(a) or 10.3(b) shall be limited to the sum of the Cash Consideration. This provision does not limit either Purchaser's or Seller's rights to injunctive relief to compel compliance with this Agreement. The indemnification obligations of Seller and Purchaser pursuant to this Article X shall be the sole and exclusive remedies for the Seller Group and the Purchaser Group with respect to any claim for breach of any representation, warranty or covenant in this Agreement. Notwithstanding anything to the contrary contained herein, (i) the limitations set forth in Sections 10.4(a), (b) and (c) or otherwise in this Agreement shall not apply to (A) Losses arising out of or resulting from Excluded Liabilities, or (B) Losses arising from acts of fraud by or on behalf of Seller, Purchaser or any of their respective Affiliates in connection with this Agreement and/or the transactions contemplated hereby, and (ii) any claim for Losses asserted by the Purchaser Group or the Seller Group pursuant to Section 10.2(d) or 10.3(d) must made prior to the expiration of the applicable statute of limitations.
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. 53 8.7 Exclusive Remedy..................................................55
