Common use of Limitations on Indemnification - Buyer Clause in Contracts

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable plus the amounts for which Buyer's Affiliates would be liable under Section 10.3(a) of the Related Agreement (disregarding the provisions of Section 10.6 of the Related Agreement) exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for indemnification arising under Section 10.3(a) of this Agreement in respect of all claims by all indemnified parties is $90,500,000 (Ninety Million Five Hundred Thousand Dollars). Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 will apply to: (i) the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.3; (iii) Buyer's obligation to assume and perform the Assumed Obligations and Liabilities; or (iv) any indemnification claims pursuant to Section 10.3(b), 57 63 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a)).

Limitations on Indemnification - Buyer. 11.6.1 Buyer will not be liable for indemnification arising solely under Section 10.3(a11.3(a)(i) for (a) any Losses losses, damages, liabilities, deficiencies or obligations of or to Seller or any other person entitled to indemnification from Buyer or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing the items described in clauses (a) and (b) collectively being referred to for purposes of this Section 11.6 as "Seller Damages") unless the amount of such Losses Seller Damages for which Buyer would, but for the provisions of this Section 10.611.6, be liable plus the amounts for which Buyer's Affiliates would be liable under Section 10.3(a) of the Related Agreement (disregarding the provisions of Section 10.6 of the Related Agreement) exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000. If the Threshold Amount is exceeded, Seller in which case Buyer will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000)such Seller Damages, which amount will be due and payable within 15 days after the later Buyer's receipt of (a) the date Buyer receives a statement therefor and (b) along with reasonable substantiating documentation. Seller Damages otherwise payable will be reduced to the date an Action extent of proceeds, if any, received by Seller of any insurance policy with respect to the same matter that gave rise to such Losses is settled or decided Seller Damages (if not otherwise taken into account in accordance with section 10.4. Buyer calculating such Seller Damages). 11.6.2 Seller will not seek nor be liable entitled to consequential damages or damages for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer loss profits and its Affiliates will be required to pay any claim for indemnification arising under Section 10.3(a) of this Agreement in respect of all claims by all indemnified parties is $90,500,000 (Ninety Million Five Hundred Thousand Dollars). Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 11, nor will apply to: (i) it accept payment of any award or judgment against Buyer to the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.3; (iii) Buyer's obligation to assume and perform the Assumed Obligations and Liabilities; extent that such award or (iv) any indemnification claims pursuant to Section 10.3(b), 57 63 10.3(c) judgment includes consequential damages or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a))damages for lost profits.

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable plus the amounts for which Buyer's Affiliates would be liable under Section 10.3(a) of the Related Agreement (disregarding the provisions of Section 10.6 of the Related Agreement) exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,00010,000 in the aggregate. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for 4 indemnification arising under Section 10.3(a) of this Agreement in respect of all claims by all indemnified parties is $90,500,000 2,700,000 (Ninety Million Five Hundred Thousand Dollarstwo million, seven hundred thousand dollars). Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 will apply to: (i) the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.3; (iii) Buyer's obligation to assume and perform the Assumed Obligations and Liabilities; or (iv) any indemnification claims pursuant to Section 10.3(b), 57 63 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a))."

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable plus the amounts for which Buyer's Affiliates would be liable under Section 10.3(a) of the Related Agreement (disregarding the provisions of Section 10.6 of the Related Agreement) exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,00010,000 in the aggregate. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for indemnification arising under Section 10.3(a) of this Agreement in respect of all claims by all indemnified parties is $90,500,000 24,900,000 (Ninety Million Five Hundred Thousand Dollarstwenty four million, nine hundred thousand dollars). Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 will apply to: (i) the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.3; (iii) Buyer's obligation to assume and perform the Assumed Obligations and Liabilities; or (iv) any indemnification claims pursuant to Section 10.3(b), 57 63 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a)).

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable plus the amounts for which Buyer's Affiliates would be liable under Section 10.3(a) of the Related Agreement (disregarding the provisions of Section 10.6 of the Related Agreement) exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for indemnification arising under Section 10.3(a) of this Agreement and Section 10.3(a) of the Related Agreement in respect of all claims by all indemnified parties is $90,500,000 (Ninety Million Five Hundred Thousand Dollars)35,000,000. Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 will apply to: (i) the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.33.4; (iii) BuyerCompany's obligation to assume and perform the Assumed Obligations and Liabilities; (iv) Buyer's breach of its representations and warranties in Section 5.9; or (ivv) any indemnification claims pursuant to Section 10.3(b), 57 63 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a)).

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable plus the amounts for which Buyer's Affiliates would be liable under Section 10.3(a) of the Related Agreement (disregarding the provisions of Section 10.6 of the Related Agreement) exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for indemnification arising under Section 10.3(a) of this Agreement and Section 10.3(a) of the Related Agreement in respect of all claims by all indemnified parties is $90,500,000 (Ninety Million Five Hundred Thousand Dollars)53,500,000. Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 will apply to: (i) the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.3; (iii) Buyer's obligation to assume and perform the Assumed Obligations and Liabilities; or (iv) any indemnification claims pursuant to Section 10.3(b), 57 63 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a)).

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable plus the amounts for which Buyer's Affiliates would be liable under Section 10.3(a) of the Related Agreement (disregarding the provisions of Section 10.6 of the Related Agreement) exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for indemnification arising under Section 10.3(a) of this Agreement and Section 10.3(a) of the Related Agreement in respect of all claims by all indemnified parties is $90,500,000 (Ninety Million Five Hundred Thousand Dollars)35,000,000. Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 will apply to: (i) the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.3; (iii) Buyer's obligation to assume and perform the Assumed Obligations and Liabilities; or (iv) any indemnification claims pursuant to Section 10.3(b), 57 63 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a)).

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable plus the amounts for which Buyer's Affiliates would be liable under Section 10.3(a) of the Related Agreement (disregarding the provisions of Section 10.6 of the Related Agreement) exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for indemnification arising under Section 10.3(a) of this Agreement and Section 10.3(a) of the Related Agreement in respect of all claims by all indemnified parties is $90,500,000 (Ninety Million Five Hundred Thousand Dollars)53,500,000. Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 will apply to: (i) the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.33.4; (iii) BuyerCompany's obligation to assume and perform the Assumed Obligations and Liabilities; (iv) Buyer's breach of its representations and warranties in Section 5.9; or (ivv) any indemnification claims pursuant to Section 10.3(b), 57 63 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a)).