Common use of Limitations on Indemnification by Seller Clause in Contracts

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.

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.

Limitations on Indemnification by Seller. (a) With respect to the matters described in Section 6.1(a)(i) and Section 6.1(b)9.01, Sellers Seller 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) .75% of the Enterprise Value (the “ThresholdThreshold Amount”) ), after which point Sellers shall (subject to the limitations set forth herein) Seller will be obligated to indemnify Buyer Indemnitees from and against all Adverse Consequences from dollar onein excess of the Threshold Amount; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (i) breaches of the Seller Fundamental Representations, (ii) the MEWA Indemnity or (iii) any intentional Willful Breach or fraudulent breach of a representation or warranty, or (iii) breaches arising from fraud or willful misconduct.