Common use of Limitations on Indemnification by Buyer Clause in Contracts

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. (a) With respect to the matters described in Section 6.2(a), Buyer will have no liability with respect to such matters until the Seller Indemnitees have suffered Adverse Consequences by reason of all such breaches in excess of the ThresholdThreshold Amount, after which point (subject to the limitations set forth herein) Buyer shall will be obligated to indemnify the Seller Indemnitees from and against all Adverse Consequences from dollar one(including the Adverse Consequences included in the Threshold Amount); provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (i) relating to breaches of any representation made in Section 2.2(a) (Organization of Buyer)Sections 4.1, Section 2.2(b) (Authorization of Contemplated Transactions)4.2 and 4.3, Section 2.2(c) (Non- contravention), and Section 2.2(d) (Brokers’ Fees), or (ii) relating to intention breaches of any representation or warranty, or (iii) arising from fraud or willful misconductFraud by Buyer. (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 relating to (i) relating to breaches of any representation made in Section 2.2(a) (Organization of Sections 4.1, 4.2 and 4.3, for which the Buyer), Section 2.2(b) (Authorization of Contemplated Transactions), Section 2.2(c) (Non-contravention), and Section 2.2(d) (Brokers’ Fees), ’s maximum liability will be the aggregate amount received by the Sellers in connection with the transactions contemplated hereby or (ii) intentional breach of a representation or warrantyFraud by the Buyer, or (iii) arising from fraud or willful misconductin which case, no cap shall apply.

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 will be obligated to indemnify Seller Indemnitees from and against all Adverse Consequences from dollar onethe first dollar; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences (i) relating to (a) breaches of any representation made in Section 2.2(a) (Organization of Buyer), Section Sections 2.2(b) (Authorization of Contemplated Transactions), Section 2.2(cTransaction) (Non- contravention), and Section 2.2(d) (Brokers’ Fees), ) or (iib) relating to intention breaches any intentional or fraudulent breach of any a representation or warranty, or (iii) arising from fraud or willful misconduct. (b) With respect to the matters described in Section 6.2(a6.2(b), 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 (a) breaches of any representation made in Section 2.2(a) (Organization of Buyer), Section Sections 2.2(b) (Authorization of Contemplated Transactions), Section 2.2(cTransaction) (Non-contravention), and Section 2.2(d) (Brokers’ Fees), ) or (iib) any intentional or fraudulent breach of a representation or warranty. (c) Notwithstanding anything to the contrary herein, or (iii) arising from fraud or willful misconductthe aggregate maximum liability of Buyer with respect to the matters described in this Article 6 shall be the cash amount equal to $4 million.

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 Party Indemnitees have suffered Adverse Consequences by reason of all such breaches in excess of the Threshold, after which point Buyer shall will be obligated to indemnify Seller Party 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 (a) breaches of any representation made in Section 2.2(a) (Organization of Buyer), Section Sections 2.2(b) (Authorization of Contemplated Transactions), Section 2.2(c) (Non- contravention), and Section 2.2(d) or (Brokers’ Fees), (iib) relating to intention breaches any intentional or fraudulent breach of any a 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 relating to (i) relating to breaches of any representation made in Section 2.2(a) (Organization of Buyer), Section Sections 2.2(b) (Authorization of Contemplated Transactions), Section 2.2(c) (Non-contravention), and Section 2.2(d) or (Brokers’ Fees), (iib) any intentional or fraudulent breach of a representation or warranty, or (iii) arising from fraud or willful misconduct.

Limitations on Indemnification by Buyer. (a) With respect to the matters described in Section 6.2(a8.2(a), Buyer will have no liability with respect to such matters until Seller Stockholder Indemnitees have suffered Adverse Consequences by reason of all such breaches in excess of the Threshold, after which point Buyer shall will be obligated to indemnify Seller Stockholder Indemnitees from and against all Adverse Consequences from dollar oneexceeding the Threshold; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences (i) relating to (a) breaches of any representation made in Section 2.2(a) (Organization of Buyer), Section Sections 2.2(b) (Authorization of Contemplated Transactions), Section 2.2(cTransaction) (Non- contravention), and Section 2.2(d) (Brokers’ Fees), ) or (iib) relating to intention breaches any intentional or fraudulent breach of any a representation or warranty, or (iii) arising from fraud or willful misconduct. (b) With respect to the matters described in Section 6.2(a8.2(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 relating to (i) relating to breaches of any representation made in Section 2.2(a) (Organization of Buyer), Section Sections 2.2(b) (Authorization of Contemplated Transactions), Section 2.2(cTransaction) (Non-contravention), and Section 2.2(d) (Brokers’ Fees), ) or (iib) any intentional or fraudulent breach of a representation or warranty, or (iii) arising from fraud or willful misconduct.