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, 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 (Welfare Plans), Section 3.13 (Taxes) and Section 3.19 (Environmental Matters) shall survive until the expiration of the applicable statute of limitations.
Limitations of Indemnity. 7.5.1. Neither VASCO nor SSI shall make a Claim for indemnifiable Losses pursuant to Section 7.2(a) or Section 7.3(a), as the case may be, unless the aggregate amount of such indemnifiable Losses for either VASCO or SSI, as the case may be, exceeds Ten Thousand Dollars ($10,000) (the "THRESHOLD AMOUNT") at which point such recovery shall include the full amount of any such indemnifiable Losses, including the Threshold Amount and such claim is made within three (3) years from the Effective Date. Except for Third Party Claims or Losses set forth in Section 7.4.2 above, each of VASCO's and SSI's respective indemnifiable Losses, at any time within the indemnity period (as provided in the preceding sentence), shall be limited to an amount (such amount being the "CAP") equal to (a) $3,073,093.83 minus (b) the sum of: (i) the then fair market value of the SSI Preferred Stock Certificates held by VASCO plus the value of any consideration received by VASCO for the sale of any shares of such SSI Preferred Stock Certificates; and (ii) the then fair market value of the Promissory Note plus all payments previously made on such Promissory Note, provided however, that if SSI is not then in default on such Promissory Note, the fair market value of the Promissory Note shall be deemed to be its then current balance including interest. For purposes of calculating the amount of an Indemnified Party's Losses incurred by such Indemnified Party arising out of or resulting from any breach of a representation, covenant or agreement, the references to a "Material Adverse Effect" or materiality (or other correlative terms) shall be disregarded. Neither the Cap nor the Threshold Amount shall apply to, nor shall either in any way limit the right of any party to pursue, any rights, remedies or Claims based on fraud.
Limitations of Indemnity. Notwithstanding any provisions herein to the contrary:
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. (a) Notwithstanding anything to the contrary contained herein, (i) none of Seller, the Shareholders or the Buyer shall make a payment under Section 10.01(a) or Section 10.03(a), as applicable, unless and until the aggregate amount to be paid by Seller and the Shareholders, on the one hand, or the Buyer, on the other hand, in the absence of this clause, exceeds $50,000 (the "Basket"), in which event all such amounts in excess of the Basket shall be paid and (ii) in no event shall the aggregate liability of Seller and the Shareholders, on the one hand, or Buyer, on the other hand, under Section 10.01(a) or Section 10.03(a), as applicable, exceed five percent (5%) of the Seller Purchase Price (the "Cap"); provided, however, that (x) the Cap shall not apply to any liability arising out of, resulting from or relating to the actual fraud (excluding constructive knowledge, gross negligence or recklessness) of Seller and/or the Shareholders and (y) neither the Basket nor the Cap limitation shall apply in respect of indemnification under Sections 10.01(a), 10.03(a), Sections 3.01, 379007.2 (b) 3.02(a), 3.02(b), the first sentence of each of 3.04(b), 3.04(d), 3.04(e) and 3.04(f), the second sentence of 3.04(c), 3.07, 3.10 and 4.01.
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. An Indemnified Party shall cease to be entitled to the rights of indemnity and contribution contained in Section 16:
Limitations of Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:
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.
