Limitations of Indemnity. Notwithstanding the foregoing, (i) no amounts shall be payable under §9(b)(i)(A) unless and until the aggregate amount otherwise payable in the absence of this clause exceeds $1,000,000 (the “Deductible”), in which event Sellers shall be liable for all amounts in excess of the Deductible and payable under §9(b)(i)(A). In no event shall the amount payable under §9(b)(i)(A) exceed $15,000,000 (the “Cap”); provided, however, that the Cap for a breach of §3(a)(ii) and (v) (Authorization; Ownership of Company Shares), §4(b)(ii) (Authorization; Binding Obligations), §4(f) (Ownership of Subsidiaries) shall be 100% of the Purchase Price. Notwithstanding anything herein to the contrary, the Deductible shall not apply to a claim for breach of any representation and warranty set forth in §3(a)(ii) and (v) (Authorization; Ownership of Company Shares), §4(a)(iii) (Binding Obligations), §4(d) (Brokers), the first sentence of §4(e) (No Liens), §4(f) (Ownership of Subsidiaries), §4(k) (Tax Matters) or §4(s) (Health Care Laws). Additionally, no claim for indemnification shall be brought unless the amount of such claim (or series of related claims in the aggregate) exceeds $10,000. Neither the Cap nor the Deductible shall apply to a claim for willful misconduct or fraud. Seller and Buyer have agreed that separate standards will apply to the use of the terms “material,” “in all material respects,” and “Material Adverse Effect” (together, the “Materiality Terms”) for purposes of determining the rights to indemnification under this §9. For purposes of indemnification, the representations and warranties in §3 and §4 shall be construed as if they were not qualified by the Materiality Terms. As so construed, no indemnification for Adverse Consequences for any representation or warranty, including any representation or warranty containing a Materiality Term, under §9 shall be required unless the untruth or breach of any such representation or warranty applied without the relevant Materiality Terms results in Adverse Consequences of $10,000 or more.
Limitations of Indemnity. (a) Notwithstanding the foregoing, (i) no amounts shall be payable under Section 9.1(a)(i) unless and until the aggregate amount otherwise payable in the absence of this clause exceeds $75,000 (the “Deductible”), in which event Sellers shall only be liable for all amounts in excess of such Deductible; and (a) no claim for indemnification under Section 9.1(a)(i) shall first be asserted after the two year anniversary of the Closing Date; provided, however, that a claim for indemnification under Sections 4.3 (Authorization; Binding Obligations), 4.7(b) (Title to Interests) and 5.1 (Ownership of Interests), 4.13 (Employee Benefit Plans; ERISA), 4.14 (Taxes), 4.17 (Reimbursement Approvals), 4.18 (Health Care Regulatory Litigation), 4.19 (Medicare, Medicaid; Company’s Legal and Billing Compliance), 4.23 (Environmental Matters) and 4.35 (Compliance with Laws) may be asserted at any time prior to the expiration of the statute of limitations applicable thereto. In no event shall the amount payable under Section 9.1(a)(i) exceed the Purchase Price payable to Sellers (the “Cap”), and in no event shall the amount payable under Section 9.1(a)(i) by any Seller exceed an amount equal to such Seller’s Pro Rata Share of the Cap. Notwithstanding anything herein to the contrary, the Deductible shall not apply to a claim for breach of any representation and warranty set forth in Section 4.3 (Authorization; Binding Obligations), Section 4.13 (Employee Benefit Plans; ERISA), Section 4.14 (Taxes), Section 4.17 (Reimbursement Approvals), Section 4.19 (Medicare, Medicaid; Company’s Legal and Billing Compliance), Section 4.23 (Environmental Matters) or Section 4.34 (Brokers; Certain Expenses) and neither the Deductible nor the Cap shall apply to a claim for fraud.
(b) The liability of Sellers under the indemnification provisions of this Article IX shall be recovered first from the Escrow Fund other than for claims for breach of any representations and warranties set forth in Article V and Section 7.6.
Limitations of Indemnity. (a) Notwithstanding the foregoing, no claim for indemnification under Section 8.1 shall first be asserted after the two year anniversary of the Closing Date; provided, however, that (i) a claim for indemnification under Section 3.2 (Corporate Power), Section 3.6 (Capitalization), Section 4.1 (Ownership of Capital Stock) and Section 4.2 (Legal Capacity) shall survive indefinitely, and (ii) a claim for indemnification under Section 3.12 (Benefit Plans), Section 3.13 (Taxes) and Section 3.19 (Environmental Matters) shall survive until the expiration of the applicable statute of limitations.
(b) Claims for indemnification by Buyer under this Article IX shall be reduced to the extent of any insurance proceeds received by or paid on behalf of the Indemnitee from any insurance policy in effect immediately prior to the Closing (the "Pre-Closing Insurance Policies") (and for clarification, not from insurance policies bound by Buyer following the Closing with respect to the Company) covering the occurrence(s) that is or are the basis for such claims. In addition, where applicable, Buyer agrees to, and shall cause the Company to, submit all claims covered by the Pre-Closing Insurance Policies to the respective insurance carrier and pursue recovery from the insurers under such Pre-Closing Insurance Policies in accordance with the terms of such policies.
Limitations of Indemnity. The UGH Indemnified Parties’ primary recourse against the Indemnifying Persons with respect to any right to indemnification hereunder or other claims arising after the date hereof with respect to the Mergers or otherwise arising under or with respect to this Agreement shall be in the aggregate Escrow Shares (as defined below) and any disbursement or transfer of the Indemnification Escrow Shares to SeaBridge shall first constitute satisfaction of the indemnity obligations to all Indemnified Parties hereunder; provided, however, that nothing contained in this Section 4 shall in any way limit, impair, modify or otherwise affect the rights of a UGH Indemnified Party nor shall there be any limitation of liability of an Indemnifying Person in connection with any of such rights of the UGH Indemnified Party (1) to bring any claim, demand, suit or cause of action otherwise available to the UGH Indemnified Party based upon an allegation or allegations that the Indemnifying Person, or any of them, had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated hereby which was relied upon by the UGH Entities or (2) to enforce any order of a court of competent jurisdiction which finds or determines that the Indemnifying Persons had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated under the Reorganization Agreement which was relied upon by the UGH Entities, or (3) the Indemnifying Directors may control any defense of third party claims covered by this Agreement if the UGH Indemnified Parties cannot or will not actively defend such claims.
Limitations of Indemnity. Notwithstanding the foregoing, (i) no amounts shall be payable by the Shareholders, on the one hand, or A4S, on the other hand, under Section 8.1 of this Agreement unless and until the aggregate amount otherwise payable by the Shareholders or A4S, as applicable, in the absence of this clause exceeds $75,000 (the “Basket”), in which event all such amounts in excess of such $75,000 shall be due, and (ii) no claim for indemnification under Section 8.1 shall first be asserted more than 24 months after the Closing Date; provided, however, that a claim for indemnification under Sections 4.1, 4.2, 4.8, 4.10, 4.11, 4.16, 4.20, 5.1, 5.3, 5.4 or 5.7 may be asserted at any time prior to the expiration of the statute of limitations applicable thereto, including any extension thereof agreed to by the Shareholders or A4S, as applicable. In no event shall either A4S, on the one hand, or the Shareholders, on the other hand and taken together, be required to pay in excess of an amount equal to the cumulative amount of the Merger Consideration (based upon Fair Market Value) actually received by the Shareholders (the “Cap”). Neither the Basket nor the Cap shall apply to a claim for fraud. Notwithstanding anything to the contrary in this Agreement, all claims for indemnification by any of A4S or the Merger Sub from the Shareholders shall be first satisfied by the surrender of the number of shares of A4S Common Stock calculated by dividing the aggregate amount of Losses subject to indemnification by the Fair Market Value.
Limitations of Indemnity. Notwithstanding any provisions herein to the contrary:
Limitations of Indemnity. (a) Neither the Parent, the Purchaser, nor the Surviving Corporation, nor any other Person entitled to indemnification under Section 10.2 (the “Parent Indemnified Parties”) shall make a Claim for indemnifiable Losses pursuant to Sections 10.2(a), 10.2(b), 10.2(c), 10.2(f) and 10.2(g) unless the aggregate amount of such indemnifiable Losses exceeds One Million Dollars ($1,000,000) (the “Threshold Amount”) at which point the Parent Indemnified Parties shall only be entitled to recover Losses in excess of the Threshold Amount; provided, however, that the Threshold Amount for Claims for indemnifiable Losses pursuant to Section 10.2(c) shall be Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate. The Threshold Amount shall not apply to breaches or inaccuracies of any representations and warranties contained in Section 3.7 (Title), Section 3.31 (Taxes and Tax Returns), Section 3.27 (Environmental Laws), Section 4.1 (Authorization) or Section 4.2 (Title to Securities). The aggregate maximum Liability of the Stockholders, Warrant Holders and Accredited Option Holders for indemnifiable Losses under Sections 10.2(a), 10.2(b), 10.2(c), 10.2(e), 10.2(f) and
Limitations of Indemnity. (a) Notwithstanding the foregoing, (i) no amounts shall be payable under Section 8.1(a)(i) unless and until *; and (a) no claim for indemnification under Section 8.1(a)(i) shall first be asserted after the * anniversary of the Closing Date; provided, however, that a claim for indemnification under Sections 4.1 (Organization, Qualification and Authority), 4.7 (Transferred Assets), 4.9 (Environmental and Safety Matters), 4.12 (Seller’s Employee Benefits), 4.17 (Tax Returns; Taxes), or 4.21 (Legal and Other Compliance) may be asserted at any time prior to the expiration of the statute of limitations applicable thereto. * Notwithstanding anything herein to the contrary, the * shall not apply to a claim for (i) breach of any representation and warranty set forth in Sections 4.1 (Organization, Qualification and Authority), 4.9 (Environmental and Safety Matters), 4.12 (Seller’s Employee Benefits), 4.14 (Brokers; Certain Expenses), 4.17 (Tax Returns; Taxes), or 4.21 (Legal and Other Compliance) and (ii) Losses arising from or relating to Excluded Warranty Work. * shall apply to a claim for fraud.
Limitations of Indemnity. Company shall have no obligation under this Agreement for any claim of infringement or misappropriation to the extent that it results from (a) modifications to the Products made other than by Company; (b) failure of Reseller to use updated or modified Products provided by Company to avoid a claim of infringement or misappropriation; (c) compliance by Company with designs, plans or specifications furnished by or on behalf of Reseller; or (d) any opening of or other tampering with a Product by non-Company personnel. 15.4. THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND THE EXCLUSIVE REMEDY OF EACH PARTY WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS 16.
Limitations of Indemnity. Granicus’s obligations under Section 11 do not apply to any claims, damages or liabilities arising out of or relating to any of the following (“Excluded Claims”): (i) the combination of the Granicus Software with any other software, products, hardware, component, process or material not obtained from Granicus; (ii) any modification to the Granicus Software (unless made by Granicus) if the alleged infringement arises from such modification; (iii) use of the Granicus Software in a manner not permitted by or in breach of this Agreement; (iv) City’s failure to use replacement or modified Granicus Software that provides substantially similar functionality as the original Granicus Software and the replacement or modified Granicus Software would have rendered the Granicus Software noninfringing; or (v) Granicus’s compliance with City’s instructions, specifications or requirements. City will indemnify and hold harmless Granicus with respect to any and all Excluded Claims.