Limitations on General Indemnification. (a) Subject to the following sentence, the Indemnified Persons may not recover Losses from the General Escrow Fund or the Indemnifying Securityholders in respect of any claim for indemnification under Section 7.2(a)(i) unless and until Losses have been incurred or paid in an aggregate amount greater than $500,000 (the “Indemnification Threshold”). Notwithstanding the foregoing sentence, the Indemnified Persons will be entitled to recover for, and the Indemnification Threshold will not apply to, any Losses with respect to any breach of or 67 inaccuracy in any representation or warranty made in Section 2.2 (Capitalization), Section 2.3(a) (Authority) or Section 2.9 (Taxes) (the “Fundamental Company Representations”). Once the Indemnification Threshold has been exceeded for all Losses incurred or paid (without counting any Losses resulting from breaches of or inaccuracies in Fundamental Company Representations), the Indemnified Persons will be entitled to recover for all such Losses exceeding the Indemnification Threshold, subject to this Article 7.
Limitations on General Indemnification. THE INDEMNITY DESCRIBED IN SECTIONS 8(A)(I)-(III) ABOVE WILL APPLY NOTWITHSTANDING THE ACTIVE OR PASSIVE NEGLIGENCE OR GROSS NEGLIGENCE OF ONE OR MORE OF THE INDEMNIFIED PARTIES, BUT THE INDEMNITOR’S LIABILITY TO INDEMNIFY THE INDEMNIFIED PARTY WILL BE REDUCED PROPORTIONATELY TO THE EXTENT THAT AN ACT OR OMISSION OF THE INDEMNIFIED PARTY MAY HAVE CONTRIBUTED TO THE INDEMNIFIED PARTY’S CLAIMED LIABILITY OR LOSS. NO INDEMNIFIED PARTY WILL BE INDEMNIFIED FOR LOSS, LIABILITY, INJURY OR DAMAGE RESULTING FROM ITS SOLE NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT. THE INDEMNIFICATION PROVIDED BY THE INDEMNITOR WILL BE ONLY FOR DAMAGES, COSTS AND EXPENSES NET OF ANY INSURANCE PROCEEDS RECEIVED BY THE INDEMNIFIED PARTY IN RESPECT OF THE DAMAGES CLAIMED. THE LIABILITY OF O-I GLASS FOR DAMAGES TO PADDOCK FOR ANY CAUSE OF ACTION, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE, WILL BE LIMITED TO THE PAYMENTS MADE UNDER THIS AGREEMENT FOR THE SPECIFIED SERVICE THAT CAUSED THE DAMAGE DURING THE PERIOD IN WHICH THE DAMAGE WAS INCURRED.
Limitations on General Indemnification. (a) Subject to the following sentence, the Indemnified Persons may not recover Losses from the General Escrow Fund or the Indemnifying Securityholders in respect of any claim for indemnification under Section 7.2(a)(i) unless and until Losses have been incurred or paid in an aggregate amount greater than $500,000 (the “Indemnification Threshold”). Notwithstanding the foregoing sentence, the Indemnified Persons will be entitled to recover for, and the Indemnification Threshold will not apply to, any Losses with respect to any breach of or 67 inaccuracy in any representation or warranty made in Section 2.2 (Capitalization), Section 2.3(a) (Authority) or Section 2.9 (Taxes) (the “Fundamental Company Representations”). Once the Indemnification Threshold has been exceeded for all Losses incurred or paid (without counting any Losses resulting from breaches of or inaccuracies in Fundamental Company Representations), the Indemnified Persons will be entitled to recover for all such Losses exceeding the Indemnification Threshold, subject to this Article 7. (b) Recovery by Indemnified Persons of their Losses will be subject to the following limitations: (i) Other than with respect to breaches of or inaccuracies in any Fundamental Company Representations, an Indemnified Person may recover Losses pursuant to Section 7.2(a)(i) only from the General Escrow Fund. (ii) With respect to breaches of or inaccuracies in the Fundamental Company Representations, an Indemnified Person may recover all of its Losses (A) first from the General Escrow Fund, and (B)(1) if the aggregate of all unresolved or unsatisfied General Liability Claims (including General Liability Claims for breaches or inaccuracies in the Fundamental Company Representations) set forth in all General Claims Notices delivered to the Escrow Agent and the Representative prior to the General Claim Period Expiration Date exceeds the then-existing General Escrow Fund or (2) after the General Claim Period Expiration Date, directly from each Indemnifying Securityholder, severally and not jointly, in a pro rata amount according to its Aggregate Escrow Funding Percentage of such Loss, up to the Merger Consideration received by it pursuant to Section 1.4(c) and Section 1.6 (exclusive of such Indemnifying Securityholder’s portion of amounts paid to Indemnified Persons under this Agreement from the General Escrow Fund and Litigation Escrow Fund). (iii) With respect to Losses claimed under Sections 7.2(a)(ii) to Section 7.2(a...
