Limitations on Indemnification by Seller. (a) With respect to the matters described in Section 6.1(a)(i) and Section 6.1(b), Sellers will have no liability with respect to such matters until Buyer Indemnitees have suffered aggregate Adverse Consequences by reason of all such breaches in excess of Three Hundred Thousand Dollars ($300,000.00 USD) (the “Threshold”) after which point Sellers shall be obligated to indemnify Buyer Indemnitees from and against all Adverse Consequences from dollar one; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (i) breaches of the Fundamental Representations, (ii) any intentional breach of a representation or warranty, or (iii) breaches arising from fraud or willful misconduct.
(b) With respect to the matters described in Section 6.1(a)(i) and Section 6.1(b), the aggregate maximum liability of Sellers shall be the amount of the Indemnity Holdback (the “Cap”); provided, that the foregoing limitation shall not apply in respect of any Adverse Consequences (i) relating to breaches of the Fundamental Representations, (ii) relating to any intentional breach of a representation or warranty, (iii) arising from fraud or willful misconduct.
(c) Subject to Section 6.9, the aggregate liability of each Seller for Adverse Consequences with respect to any indemnification claim of Buyer Indemnitees under Section 6.1 shall not exceed such Seller’s Pro Rata Share of the Base Purchase Price.
(d) In the event that the subject matter of any claim by Buyer Indemnitees for indemnification under Section 6.1 is covered by any insurance (including title insurance) held by Buyer, the Companies and/or any of their respective Affiliates (following the Closing) or any third party indemnification agreement or the like to which Buyer, the Companies and/or any of their respective Affiliates (following the Closing) is a beneficiary, the amount for which such Buyer Indemnitee is entitled to indemnification under Section 6.1 shall be reduced by the amount of insurance or other indemnification proceeds actually received (net of any costs or expenses incurred in obtaining such recoveries, including any increases in insurance premiums reasonably attributable to the applicable claim). In the event that any Buyer Indemnitee receives insurance proceeds after being paid by the Sellers with respect to an indemnifiable matter under this Article 6, Buyer Indemnitee in receipt of such insurance proceeds will remit such proceeds to the Seller Representati...
Limitations on Indemnification by Seller. (a) Seller’s indemnification obligation shall be limited to the maximum Purchase Price payable under this Agreement; provided, however, Seller will not be obligated with respect to the first Indemnity Claims up to an aggregate of $15,000 (the “Indemnification Exclusion”). The Indemnification Exclusion will not include individual Indemnity Claims of less than $1,000.
(b) The indemnification obligations of Seller are solely for the benefit of Buyer, ATI, and their successors in interest and are not intended to, nor shall they, constitute an agreement for the benefit of, or be enforceable by, any other person or entity.
(c) Seller shall have no liability with respect to any representation or warranty, unless, within three (3) years from the Closing Date, the Buyer has notified Seller of a claim as provided for in this Section 11.
Limitations on Indemnification by Seller. Seller will not be liable for indemnification arising solely under Section 11.2(a)(i) for (a) any losses, damages, liabilities, deficiencies or obligations of or to Buyer or any other person entitled to indemnification from Seller 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 11.5 as "Buyer Damages") unless the amount of Buyer Damages for which Seller would, but for the provisions of this Section 11.5, be liable exceeds, on an aggregate basis, $100,000, in which case Seller will be liable for all such Buyer Damages, which will be due and payable within thirty (30) days after Seller's receipt of a statement therefor. In no event will Seller be liable for Buyer Damages in excess of $37,000,000.
Limitations on Indemnification by Seller. Seller shall not be required to indemnify any Purchaser Indemnitee, and shall not have any Liability under clause (i) of Section 6.1:
Limitations on Indemnification by Seller. (a) Except with respect to claims based on actual fraud or injunctive or any similar equitable relief that may be available to Purchaser, the rights of Purchaser Indemnitees under Section 8.2 shall be the sole and exclusive remedies of Purchaser Indemnitees with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform Seller’s obligations under this Agreement. Without limiting the generality of the foregoing, except with respect to claims of fraud, in no event shall Purchaser, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated under this Agreement.
(b) Seller shall only be liable under Section 8.2(a) with respect to any claims that are properly asserted in writing pursuant to Section 8.1(a) prior to the Seller Warranty Expiration Date, except for any claim surviving such date pursuant to Section 8.1(a); provided that any recovery on account of a claim under Section 8.2(a) shall be limited to an amount that does not exceed the total Purchase Price. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(c) Each of the Purchaser Indemnitees shall use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Damages for which indemnification is claimed under Section 8.2.
Limitations on Indemnification by Seller. No Seller Indemnified Party shall be liable, responsible or in anyway accountable to Buyer for, and Buyer waives and releases any claims (including any claim by way of subrogation, contractual or implied indemnity or otherwise) against, such Seller Indemnified Party for Losses which at any time after the date hereof may be suffered or sustained by any individual, including any individual employed by Buyer, who, after the date of this Agreement, and with the permission of Seller, has entered Seller's facilities used to provide transition services, or may at any time be using or occupying or visiting such facilities or be in, on or about the same, or in or about the common areas of such facilities or the sidewalks adjacent thereto, except to the extent caused by the gross negligence or willful misconduct of such Seller Indemnified Party.
Limitations on Indemnification by Seller. 9.2.1 The provisions for indemnity herein shall be effective
(a) only when Losses for which indemnification is sought were not provided for or were insufficiently provided for in the Final Closing Balance Sheet;
(b) only when the aggregate amount of all Losses exceeds Three Hundred Million Lire (Lit. 300,000,000) (in which case the Seller shall indemnify the Purchaser for the losses in excess thereof), and
(c) only until the amount paid by the Seller in respect of Losses aggregates an amount equal to It. Lire 10 (ten) billion (and in no event shall the Seller have any liability hereunder in excess thereof).
9.2.2 In addition, no indemnification shall be due for Losses recovered by the Indemnified Party prior to indemnification (due to, by way of example but not of limitation, payments made by insurance companies, debtors etc.). Any amount recovered by the Indemnified Party after indemnification by the Indemnifying Party shall be transferred to the Indemnifying Party within ten business days after it has been received by the Indemnified Party.
Limitations on Indemnification by Seller. Notwithstanding anything contained herein to the contrary, the obligation of Seller to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 is subject to the following limitations and qualifications:
(a) Seller will have no indemnification liability under Section 7.2(a) until the total amount of Damages incurred by the Buyer Indemnified Persons hereunder exceeds $150,000 (the “Threshold”), in which case Seller will be responsible for the full amount of the Damages.
(b) The maximum indemnification liability of Seller under Section 7.2(a) will be $25,000,000 (the “Cap”).
(c) Nothing contained herein (including Section 7.4(a) and 7.4(b)) shall limit or restrict any Buyer Indemnified Person’s right to maintain or recover any amounts in connection with any action or claim based upon any intentional misstatement, fraudulent misrepresentation or deceit.
(d) In the event that the Buyer Indemnified Persons have any indemnification claim hereunder, Buyer will be required to make a claim against any escrowed funds held at such time under the Escrow Agreement (up to the amount of such escrowed funds) prior to exercising any other indemnification remedies hereunder.
Limitations on Indemnification by Seller. With respect to any Losses arising out of or relating to any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, the sole and exclusive remedy shall be the R&W Insurance Policy.
Limitations on Indemnification by Seller. (a)Neither Seller nor Parent (pursuant to its obligations set forth in Section 11.19) will have any liability pursuant to Section 7.2(a)(i) until Buyer Indemnitees have suffered aggregate Adverse Consequences by reason of all such breaches in excess of $150,000.00 (the “Threshold”), after which point Seller will be obligated to indemnify Buyer Indemnitees 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.
