Limitations on Buyer’s Indemnification Sample Clauses
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Limitations on Buyer’s Indemnification. Notwithstanding the other provisions of this Paragraph 15, Buyer shall not be liable to indemnify Seller pursuant to Paragraph 15(b)(i) for its Damages unless Seller notifies Buyer in writing of the claim or potential claim for indemnification pursuant to Paragraph 15(b)(i) not later than one (1) year from the Closing Date.
Limitations on Buyer’s Indemnification. Subject to clause Section 10.2(2)(iii), with respect to indemnification for any Claims under Section 10.1(2):
(i) Buyer shall not have any liability under Section 10.1(2) unless the aggregate amount of Losses to all Seller Indemnified Parties under Section 10.1(2) of this Agreement exceeds the Buyer Basket and then only to the extent of such excess.
(ii) No amounts of indemnity shall be payable by Buyer as a result of any Claims arising under Section 10.1(2) of this Agreement which exceed the Buyer Indemnity Cap.
(iii) Notwithstanding anything to the contrary contained in this Agreement, the amount of indemnity payable by Buyer as a result of a Claim arising out of: (x) Section 5.1 (Organization, Standing, Power), Section 5.2 (Capitalization/Issuance of Buyer’s Stock), Section 5.4 (Authorization), Section 5.13 (Tax Matters), Section 5.15 (ERISA) and Section 5.16 (Indebtedness) of this Agreement or (y) the Note, Guaranty and Security Agreement and the Registration Rights Agreement shall not be subject to the Buyer Basket or the Buyer Indemnity Cap.
Limitations on Buyer’s Indemnification. The maximum amount of liability of the Buyer pursuant to Section 8.2 shall be USD 50,000 (the “Cap”). However, this provision shall not limit the liability of the Buyer for any representation, warranty or covenant claim resulting from the obligations of the Buyer to indemnify the Sellers in connection with any claims arising from fraud or criminal activity or willful misconduct for which no limitation shall apply.
Limitations on Buyer’s Indemnification. Notwithstanding anything contained herein to the contrary, the Seller Indemnified Parties may not recover indemnification under Section 9.2(a)(i) in an aggregate amount in excess of the Cap. The limitations imposed by this Section 9.2(c) shall not apply to any claim for breach of representations and warranties based on fraud or intentional misrepresentation of Buyer or for breaches or any Specified Representation.
Limitations on Buyer’s Indemnification. The maximum amount of indemnifiable Losses for which Buyer shall be liable pursuant to Section 9.2(a) shall be the Indemnity Cap.
Limitations on Buyer’s Indemnification. With respect to indemnification for any Claims under Section 10.2, Buyer shall not have any liability under Section 10.2 unless the aggregate amount of Losses to the Company under Section 10.2 of this Agreement exceeds the Buyer Basket and then only to the extent of such excess, provided that notwithstanding the foregoing the amount of indemnity payable by Buyer as a result of any Claims arising out a breach in Section 10.2(ii) shall not be subject to the Buyer Basket.
Limitations on Buyer’s Indemnification. The indemnification of the Seller Parties provided under Section 8.3(a)(i) shall be limited in certain respects as follows: