Limitations on Indemnification by Buyer. The right of Seller --------------------------------------- Indemnified Parties to indemnification under Section 6.3 shall be subject to the following provisions:
(a) No indemnification shall be payable to any Seller Indemnified Party in respect of any breach of any representation or warranty made by Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement, or any third-party claim, action or proceeding asserted or instituted or arising out of any matter or thing covered by such representations or warranties (collectively, "Seller Warranty Claims"), unless the total of all claims for indemnification pursuant to Section 6.3 when aggregated with all claims made under Section 6.3 of the Affiliate Agreements shall exceed $50,000 in the aggregate, whereupon the full amount of such claims shall be recoverable in accordance with the terms hereof;
(b) Indemnification with respect to Seller Warranty Claims shall expire on the Indemnification Cut-Off Date; provided, however, that the limitation of this clause (i) shall not apply to Seller Warranty Claims involving fraud or intentional misrepresentation, for which the period for making such claims shall expire on the date on which the applicable statute of limitations relating thereto terminates. If prior to the relevant date of expiration a specific state of facts shall have become known which may constitute or give rise to any Seller Warranty Claim as to which indemnity may be payable and a Seller Indemnified Party shall have given notice of such facts to Buyer, then the right to indemnification with respect thereto shall remain in effect without regard to when such matter shall have been finally determined and disposed of, according to the date on which notice of the applicable claim is given; and
(c) The limitations herein with respect to Seller Warranty Claims shall not limit the rights of any Seller Indemnified Party with respect to any other claims arising under provisions of Section 6.3.
Limitations on Indemnification by Buyer. (a) With respect to the matters described in Section 6.2(a), Buyer will have no liability with respect to such matters until Seller Indemnitees have suffered Adverse Consequences by reason of all such breaches in excess of the Threshold, after which point Buyer shall be obligated to indemnify Seller Indemnitees from and against all Adverse Consequences from dollar one; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences (i) relating to breaches of any representation made in Section 2.2(a) (Organization of Buyer), Section 2.2(b) (Authorization of Contemplated Transactions), Section 2.2(c) (Non- contravention), and Section 2.2(d) (Brokers’ Fees), (ii) relating to intention breaches of any representation or warranty, or (iii) arising from fraud or willful misconduct.
(b) With respect to the matters described in Section 6.2(a), the aggregate maximum liability of Buyer shall be the Cap; provided, that the foregoing limitation shall not apply in respect of any Adverse Consequences (i) relating to breaches of any representation made in Section 2.2(a) (Organization of Buyer), Section 2.2(b) (Authorization of Contemplated Transactions), Section 2.2(c) (Non-contravention), and Section 2.2(d) (Brokers’ Fees), (ii) intentional breach of a representation or warranty, or (iii) arising from fraud or willful misconduct.
Limitations on Indemnification by Buyer. Buyer shall have no liability with respect to any representation, warranty, or covenant, unless, within three (3) years from the Closing Date, the Seller has notified Buyer of a claim as provided for in this Section 11.
Limitations on Indemnification by Buyer. Buyer will not be liable for indemnification arising solely under Section 11.3(a)(i) for (a) any 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 Seller Damages for which Buyer would, but for the provisions of this Section 11.6, be liable exceeds, on an aggregate basis, $100,000, in which case Buyer will be liable for all such Seller Damages, which will be due and payable within thirty (30) days after Buyer's receipt of a statement therefor. In no event will Buyer be liable for damages in excess of $37,000,000.
Limitations on Indemnification by Buyer. The indemnification provided for in Section 6.13(b) and Section 8.4 shall be subject to the following limitations:
(a) For all purposes of 6.13, Section 8.4(a) and this Section 8.5, including for purposes of determining whether a breach has occurred and determining the amount of any Loss, each representation and warranty of the Buyer referred to therein shall be considered without regard to any limitation or qualification as to materiality or material adverse effect (or similar concept) set forth in such representation or warranty.
(b) Indemnification under Section 6.13 and Section 8.4 of an Indemnified Seller Party by the Buyer shall be limited to the amount of any Loss that remains after deducting therefrom (i) any tax benefit actually realized by such Indemnified Seller Party and (ii) any insurance proceeds or any indemnity, contribution or other similar payment actually received by an Indemnified Seller Party from any third party with respect thereto.
(c) None of the Indemnified Seller Parties shall be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that such Indemnified Seller Party has already recovered the full amount of such Indemnified Seller Party's Losses with respect to such matter pursuant to other provisions of this Agreement.
Limitations on Indemnification by Buyer. Subject to the provisions of Section 8.9:
(a) no indemnification shall be payable to a Seller Indemnified Person as a result of any Losses arising under Section 8.3(a)(i) until the aggregate amount of all Losses incurred by all Buyer Indemnified Persons exceeds $47,500, whereupon Seller Indemnified Persons shall be entitled to receive the full amount of all Losses (from the first dollar); provided, however, that the foregoing shall not apply to any Losses resulting from or arising out of any breach or inaccuracy of any Fundamental Representation of the Buyer or any claims based upon Fraud;
(b) the maximum aggregate liability of Buyer for all Losses arising under Section 8.3(a)(i) shall not exceed the Cap; provided, however, that the foregoing shall not apply to any Losses resulting from or arising out of any breach or inaccuracy of any Fundamental Representation of Buyer or any claims based upon Fraud.
Limitations on Indemnification by Buyer. Notwithstanding anything contained herein to the contrary, the obligation of Buyer to indemnify Seller Indemnified Persons pursuant to Section 8.2 is subject to the following limitations and qualifications:
(a) Buyer will not have any indemnification liability under Section 8.3(a) until the total amount of Damages incurred or suffered by Seller Indemnified Persons hereunder exceeds the Basket, after which Buyer will have indemnification liability for the total amount of Damages;
(b) any indemnification claims brought by or on behalf of Seller Indemnified Persons must be brought within the time periods set forth in Section 8.6(b) below; and
(c) subject to Section 8.10, Buyer's maximum aggregate liability under Section 8.3(a) shall not exceed $1,000,000.
Limitations on Indemnification by Buyer. (a) Buyer will have no liability pursuant to Section 7.3(a) until Seller has suffered aggregate Adverse Consequences by reason of all such breaches in excess of the Threshold, after which point Buyer will be obligated to indemnify Seller from and against all Adverse Consequences from and including the first dollar; provided, however, that the foregoing limitation shall not apply in the case of fraud or any intentional breach of any representation or warranty.
(b) The aggregate maximum liability of Buyer pursuant to Section 7.3(a) shall be the Cap; provided, however, that the foregoing limitation shall not apply in the case of fraud or any intentional breach of any representation or warranty.
Limitations on Indemnification by Buyer. Buyer shall have no liability with respect to any representation, warranty, or covenant, unless, within three (3) years from the Closing Date, GLAR has notified Buyer of a claim as provided for in this Section 10.
Limitations on Indemnification by Buyer. 36 10.5 Notice; Defense of Claims..............................................................36 10.6
