Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, neither the Sellers nor the Stockholder shall be liable to the Buyer with respect to Losses unless and until the aggregate amount of all Losses incurred by the Buyer shall exceed the sum of $10,000 (the "Basket"); PROVIDED, HOWEVER, that the Basket shall not be available with respect to any Losses under Section 12.1(a)(ii) above or any Losses involving proven fraud by the Sellers or the Stockholder. The Sellers and the Stockholder shall thereafter be jointly and severally liable for all Losses in excess of the Basket, provided that the Sellers' and the Stockholder's maximum aggregate liability in respect of all Losses shall not in any event exceed the aggregate amount of $1,000,000 (the "Limitation"); PROVIDED, HOWEVER, that the Limitation shall not be available with respect to any Losses under Sections 4.7, 4.8, 4.12 and 4.14 or any Losses involving proven fraud by the Sellers or the Stockholder. The Buyer shall, in respect of any such Losses, seek recourse first against the Escrow Fund in accordance with the procedures set forth in this Section 12 and the Escrow Agreement.
Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, neither the Seller nor any of the Equityholders shall be liable to the Buyer with respect to Losses unless and until the aggregate amount of all Losses incurred by the Buyer shall exceed the sum of $50,000 (the "Basket"); PROVIDED, HOWEVER, that the Basket shall not be available with respect to any Losses under Section 12.1(a)(ii) above or any Losses involving proven fraud by the Seller or any Equityholder. The Seller and the Equityholders shall thereafter be jointly and severally liable for all Losses in excess of the Basket, provided that the Seller's and the Equityholders' maximum aggregate liability in respect of all Losses shall not in any event exceed the aggregate amount of $2,625,000 (the "Limitation"); PROVIDED, HOWEVER, that the Limitation shall not be available with respect to any Losses under Sections 4.7, 4.8,
Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, the Seller and AUGI shall not be liable to the Buyer with respect to Losses unless and until, and then only to the extent that, the aggregate amount of all Losses incurred by the Buyer shall exceed the sum of $50,000 (the "Basket"); provided, however, that the Basket shall not be available with respect to any Losses involving proven fraud by the Seller or AUGI. The Seller and AUGI shall thereafter be liable for all Losses in excess of the Basket, provided that the Seller's and AUGI's maximum aggregate liability in respect of all Losses shall not, in the absence of proven fraud by the Seller or AUGI in respect of any particular Losses, in any event exceed the limitations set forth in Section 13.2(b) below.
Limitations on Certain Indemnity. (a) As used in this Section 14.2, "
Limitations on Certain Indemnity. (a) Anything elsewhere contained in this Agreement to the contrary notwithstanding, Seller makes no representations or warranties with respect to any matters relating to the Business which occurred or existed prior to the consummation of the transactions contemplated by the Purchase Agreement dated as of May 13, 2003 (the “2003 Agreement”) by and among the Companies, the prior owners of the Companies and Pediatrix Medical Group (NGS), Inc. (which entity has been merged with and into PSI), and Buyer shall look solely to PSI’s indemnification rights under the 2003 Agreement with respect to any such matters (subject to and in accordance with the provisions of the 2003 Agreement and any limitations contained therein); provided, however, that this Section 12.2(a) shall not apply to any matters of which the Seller has knowledge as of the date hereof or as of the Closing Date.
Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, the Seller and AUGI shall not be liable to the Buyer with respect to Losses unless and until, and then only to the extent that, the aggregate amount of all Losses incurred by the Buyer shall exceed the sum of $50,000 (the "Basket"); provided, however, that the Basket shall not be available with respect to any Losses involving proven fraud by the Seller or AUGI. The Seller and AUGI shall thereafter be liable for all Losses in excess of the Basket, provided that the Seller's and AUGI's maximum aggregate liability in respect of all Losses shall not, in the absence of proven fraud by the Seller or AUGI in respect of any particular Losses, in any event exceed the limitations set forth in Section 13.2(b) below. (b) Except with respect to any Losses involving proven fraud by the Seller or AUGI, the Seller and AUGI shall only be required, in the aggregate, to pay indemnification hereunder, after application of the Basket, up to a maximum amount equal to the Consideration. (c) The Buyer shall be entitled to indemnification by the Seller and AUGI for Losses only in respect of claims for which notice of claim shall have been given to the Seller and AUGI on or before June 30, 1999, or, with respect to Losses relating to a breach of any warranties in respect of taxes, the expiration of the final statute of limitations for those tax returns covered by the tax warranties contained herein; provided, however, that the Buyer shall not be entitled to indemnification from the Seller or AUGI in the event that the subject claim for indemnification relates to a third-party claim and the Buyer delayed giving notice thereof to the Seller and AUGI to such an extent as to cause material prejudice to the defense of such third- party claim. This Section 13.2(c) shall not apply to any failure by the Seller to pay when due any of its retained liabilities.
Limitations on Certain Indemnity. (a) Anything contained in Section 14.1(a) above to the contrary notwithstanding, Seller and the Holders shall not be liable for any Buyer Losses (i) unless and until, and then only to the extent that, the aggregate amount of all Buyer Losses shall exceed the sum of $300,000 (the "Deductible"), and (ii) for any amount in excess of $9,000,000 in the aggregate (the "Cap"); provided, however, that the Deductible and the Cap shall not be applicable to, and there shall not be counted against the Deductible or the Cap, any Buyer Losses which (A) arise out of a breach or violation of Sections 4.1, 4.2, 4.3, 4.4 or 16.2, or (B) involve, or are grounded in a claim of, common law fraud (a "Fraud Claim").
Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, (i) the Stockholder shall not be liable to the Buyer with respect to Losses unless and until the aggregate amount of all Losses incurred by the Buyer shall exceed the sum of $10,000 (the "Basket"), and (ii) the Stockholder shall thereafter be liable for all Losses in excess of the Basket, provided that the Stockholder's maximum aggregate liability in respect of all Losses shall not, in the absence of proven fraud by the Stockholder in respect of any particular Losses, in any event exceed the limitations set forth in Section 8.2(b) below; PROVIDED, HOWEVER, that the Basket and such limitation on liability shall not be available with respect to, and there shall not be counted against the Basket or such limitation of liability, any Losses arising by reason of any Losses involving proven fraud by the Stockholder.
Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, except with respect to any Losses involving proven fraud by any Stockholder, none of the Stockholders shall be liable to the Parent or the Buyer with respect to Losses unless and then only to the extent that the aggregate amount of all Losses incurred by the Parent and/or the Buyer and not paid for by applicable insurance shall exceed the sum of $10,000 (the "Basket").
Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, except with respect to any Losses involving proven fraud by any of the Sellers and except as specified in Section 8.2(c) with respect to Environmental Claims (as defined below), the Sellers shall not be liable to the Buyer with respect to Losses unless and then only to the extent that the aggregate amount of all Losses incurred by the Buyer and not paid for by applicable insurance shall exceed the sum of $500,000 (the "General Basket"). Except as specified in Section 8.2(c), the Sellers shall thereafter be liable for all Losses in excess of the Basket, up to a maximum aggregate liability equal to $4,000,000 (the "Cap"), provided that there shall not be counted against the General Basket or such limitation of liability, and the General Basket and such limitation of liability shall not apply to, any Losses involving proven fraud by any of the Sellers.
