Limitations on Claims for Indemnification. (a) (i) Notwithstanding anything to the contrary herein, the Parent shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parent shall only be entitled to recover for Damages in excess of such Damages Threshold.
Limitations on Claims for Indemnification. (a) Notwithstanding anything to the contrary herein, no Party shall be entitled to recover, or be indemnified for, Damages arising out of a misrepresentation or breach of warranty set forth in Article II unless and until the aggregate of all such Damages paid or payable by the Indemnitor collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate threshold is reached, the Indemnitee shall only be entitled to recover for Damages in excess of such respective threshold; and in no event shall any Indemnitor be liable under this Article VI for an aggregate amount in excess of $250,000.
Limitations on Claims for Indemnification. (a) Notwithstanding anything to the contrary herein, the Parent shall not be entitled to recover, or be indemnified for, Damages arising out of a misrepresentation or breach of warranty set forth in Article II unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate threshold is reached, the Parent shall only be entitled to recover for Damages in excess of such respective threshold; and in no event shall any Indemnifying Stockholder be liable under this Article VI for an aggregate amount, whether paid in cash or in shares of Parent Common Stock, greater than the product of the number of Escrow Shares held on account of such Indemnifying Stockholder, pursuant to Section 1.5 above, multiplied by the Value. For purposes of the preceding sentence, each Escrow Share delivered by a party in payment of his or its obligations under this Article VI shall be valued at the Value.
Limitations on Claims for Indemnification. The rights of Buyer Indemnified Persons and Seller Indemnified Persons to indemnification under this ARTICLE VII shall be limited as follows:
Limitations on Claims for Indemnification. (a) (i) Notwithstanding anything to the contrary herein, the Buyer shall not be entitled to recover, or be indemnified for, Damages under this Article VII unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $100,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Company shall only be entitled to recover for Damages in excess of such Damages Threshold.
Limitations on Claims for Indemnification. (a) Except as specifically provided in this Agreement otherwise, all claims and actions for indemnity pursuant to this Article VIII for breach of any representation or warranty or any covenant which, by its terms, is to be fully performed prior to Closing (hereinafter, “Pre-Closing Covenants”) shall be asserted or maintained in writing by a party hereto on or prior to the elapse of one year from the Closing Date (the “Cut-Off Date”) and no party hereto shall be liable to any other party hereto with respect to such claims which are asserted after that date; provided that the Cut-Off Date for claims arising in connection with any breach of any representations or warranties contained in Article IX and Sections 3.3(m) and 3.3(t) (related to Taxes and Environmental Matters) shall be the applicable statute of limitations (giving effect to any valid extensions) relating to the applicable issue, and provided further that there shall be no Cut-Off Date for claims arising in connection with any breach of any representations or warranties contained in Section 3.2, Sections 3.3(a), (b), (c), (d) and (f), and Sections 3.4(a), (d), (e) and (f) or claims related to the Excluded Liabilities. For the purposes of determining whether an indemnification obligation exists under this Article VIII, any representation, warranty, covenant, or obligation of any party in this Agreement, the Disclosure Letter, and any certificate, document, or other writing delivered pursuant to this Agreement that is qualified by materiality or words of similar import, including, without limitation, the qualification in Section 3.1(b) of this Agreement shall be considered without regard to such materiality qualifications.
Limitations on Claims for Indemnification. (a) (i) Notwithstanding anything to the contrary herein, Purchaser shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Members collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, Purchaser shall only be entitled to recover for Damages in excess of such Damages Threshold.
Limitations on Claims for Indemnification. (a) Notwithstanding anything to the contrary herein, the Parent shall not be entitled to recover, or be indemnified for, Damages arising out of a misrepresentation or breach of warranty set forth in Article II unless and until the aggregate of all such Damages paid or payable by the Company Stockholders collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate threshold is reached, the Parent shall only be entitled to recover for Damages in excess of such respective threshold; and in no event shall any Company Stockholder be liable under this Article VI for an aggregate amount, whether paid in cash or in shares of Parent Common Stock, greater than $500,000.
Limitations on Claims for Indemnification. (a) (i) Notwithstanding anything to the contrary herein, Pubco shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Members collectively exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, Pubco shall only be entitled to recover for Damages in excess of such Damages Threshold.
Limitations on Claims for Indemnification. (a) Notwithstanding anything to the contrary herein, the Parent shall not be entitled to recover, or be indemnified for, Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Stockholders collectively exceeds $100,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parent shall only be entitled to recover for Damages in excess of such Damages Threshold; and in no event shall any Indemnifying Stockholder be liable under this Article VI for an aggregate amount, whether paid in cash or in shares of Parent Common Stock, greater than the product of the number of 10% of all Parent shares issued to him or her pursuant to Section 1.5 above, multiplied by the Value. For purposes of the preceding sentence, each Parent Share delivered by a party in payment of his, hers or its obligations under this Article VI shall be valued at the Value. Except with respect to claims based on fraud, after the Closing, the rights of the Parent under this Article VI shall be the exclusive remedy of the Parent with respect to claims resulting from or relating to any misrepresentation or breach of warranty of or failure to perform any covenant or agreement by the Company Stockholders contained in this Agreement.
