Common use of Limitations on Buyer’s Indemnity Clause in Contracts

Limitations on Buyer’s Indemnity. (i) Buyer shall not be liable for any Loss described in Section 10.2(a)(i) until the aggregate of all such Losses for which Buyer is liable are in excess of $250,000. Notwithstanding the foregoing, Buyer shall not indemnify or hold Seller or its Affiliates harmless against any such individual Loss unless such Loss exceeds Fifty Thousand Dollars ($50,000) and no such individual Loss of less than Fifty Thousand Dollars ($50,000) (exclusive of attorneys' fees) shall be considered in determining whether the aggregate Losses exceed the deductible set forth in the preceding sentence. (ii) Buyer's aggregate liability for the Losses described in Section 10.1(a)(i) shall not exceed Five Million Dollars ($5,000,000); provided, however, that upon Buyer's satisfaction of all of its Obligations (as defined in the Promissory Note) under the Promissory Note, Buyer's liability for the Losses described in Section 10.2(a)(i) shall not exceed an aggregate of Twenty Million Dollars ($20,000,000) (iii) Neither Buyer nor Buyer's Affiliates shall have liability to Seller or Seller's Affiliates for any consequential, incidental or punitive damages, and Losses indemnifiable hereunder shall not include such damages.

Limitations on Buyer’s Indemnity. (i) Buyer shall not be liable for any Loss described in Section 10.2(a)(i) until the aggregate of all such Losses for which the Buyer is liable are in excess of $250,000. Notwithstanding the foregoing, Buyer shall not indemnify or hold harmless the Seller or its Affiliates harmless against any such individual Loss unless such Loss exceeds Fifty Thousand Dollars U.S. dollars ($50,000) and no such individual Loss of less than Fifty Thousand Dollars ($50,000) (exclusive of attorneys' fees) shall be considered in determining whether the aggregate Losses exceed the deductible set forth in the preceding sentence. (ii) Buyer's aggregate liability for the all Losses described in Section 10.1(a)(i10.2(a)(i) shall not exceed Five Million Dollars U.S. dollars ($5,000,0005.0 million); provided, however, that upon Buyer's satisfaction of all of its Obligations (as defined in the Promissory Note) under the Promissory Note), Buyer's liability for the such Losses described in Section 10.2(a)(i) shall not exceed an aggregate of Twenty Million Dollars U.S. dollars ($20,000,00020.0 million). (iii) Neither Buyer nor Buyer's Affiliates shall have liability to Seller or Seller's Affiliates for any consequential, incidental or punitive damages, and Losses indemnifiable hereunder shall not include such damages.