Limitations on Indemnification by Sellers. The indemnification of the Seller Indemnified Parties provided for in Section 9.2 shall be limited in certain respects as follows:
(a) Any claim by the Seller Indemnified Parties for Indemnification pursuant to Section 9.2 shall be required to be made by delivery of a written notice describing the basis for such claim in reasonable detail, to Sellers prior to the end of the applicable period for survival set forth in Section 9.1;
(b) The Seller Indemnified Parties shall be entitled to indemnification for matters described in Section 9.2(ii) only to the extent that the aggregate amount of all such Seller Indemnified Parties’ claims for indemnification under Section 9.2(ii), as finally resolved, exceeds 1% of the Purchase Price;
(c) The maximum aggregate liability of Sellers for indemnification under Section 9.2(ii) herein shall in no event exceed 20% of the Purchase Price;
(d) The Seller Indemnified Parties’ right to indemnification shall be reduced to the extent the subject matter of the claim is covered by and paid pursuant to a warranty or indemnification from a third party;
(e) The Seller Indemnified Parties’ right to indemnification shall be reduced to the extent they receive insurance proceeds with respect to such Losses;
(f) The Seller Indemnified Parties’ right to indemnification shall be limited to the extent the Losses are reflected in the Final Balance Sheet such that the amount payable to the Seller Indemnified Parties under such an indemnification claim shall be reduced dollar for dollar by the amount of the Losses reflected in the Final Balance Sheet, but only to the extent Buyer’s actually receive any purchase price adjustment they are entitled to under Section 3.2(e); and
(g) The Seller Indemnified Parties shall not be entitled to indemnification with respect to Losses resulting from the termination or non-renewal of any Assumed Contract with any supplier or customer by such supplier or customer other than for cause; provided, however, notwithstanding anything contained herein or in any Assumed Contract to the contrary, the termination or non-renewal of any Assumed Contract with any supplier or customer of the Sold Business resulting from the consummation of the transactions contemplated by this Agreement, including, without limitation, as a result of the assignment, or attempted assignment, of such Assumed Contract by Sellers to Buyers without first obtaining the consent of such supplier or customer, shall not constitute “for cause” for pur...
Limitations on Indemnification by Sellers. The indemnification of the Seller Indemnified Parties provided for in Section 11.1 shall be limited in certain respects as follows:
(a) Any claim for indemnification relating to any inaccuracy in or breach of any representation or warranty by any Seller shall be made to such Seller prior to the date that is 18 months after the date hereof, except that there shall be no limits on the time for making a claim for indemnification relating to the representations and warranties contained in Sections 4.1, 4.2, 4.8, 5.2, 5.3, 6.2 and 6.3; provided, however, that if written notice of a claim is made prior to the expiration of the applicable representation or warranty, then the relevant representation or warranty shall survive as to such claim until the claim has finally been resolved.
(b) The Seller Indemnified Parties shall be entitled to indemnification for matters described in Section 11.1(i) and (ii) only to the extent that the aggregate amount of all the Seller Indemnified Parties' claims for indemnification under Section 11.1(i) and (ii), as finally resolved, exceeds $25,000.
(c) The maximum aggregate liability of Sellers for indemnification under Section 11.1(i) and (ii) herein shall in no event exceed the Purchase Price.
(d) The Seller Indemnified Parties' right to indemnification shall be reduced to the extent the subject matter of the claim is covered by and actually paid pursuant to an insurance policy, a warranty or indemnification from a third party.
Limitations on Indemnification by Sellers. (a) With respect to the matters described in Sections 6.1(a)(i) and 6.1(c)(i), Sellers will have no liability with respect to such matters until the Buyer Indemnitees have suffered aggregate Adverse Consequences by reason of all such breaches in excess of $46,500 (the “Threshold”), after which point Sellers will be obligated to indemnify Buyer Indemnitees from and against all Adverse Consequences in excess of the Threshold; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (i) breaches of the Fundamental Representations or (ii) any intentional or fraudulent breach of a representation or warranty.
(b) With respect to the matters described in Sections 6.1(a)(i) and 6.1(c)(i), the aggregate maximum liability of all Sellers shall be $465,000; (the “Cap”); provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (i) breaches of the Fundamental Representations or (ii) any intentional or fraudulent breach of representation or warranty.
(c) With respect to (i) the matters described in Sections 6.1(a)(i) and 6.1(c)(i) relating to breach of any Fundamental Representation, the aggregate maximum liability of all Sellers shall be the cash amount equal to the lesser of (x) $4,645,000 and (y) an amount equal to $1,000,000, plus the fair market value of the Buyer Shares (valued at the closing trading price for Buyer common stock as of close of trading on the Closing Date) (the “Overall Cap”).
(d) Notwithstanding anything to the contrary herein, the maximum liability of any Seller for indemnification of Buyer hereunder, whether or not such obligation is joint and several, or several and not joint, shall not exceed such Seller’s Pro Rata Percentage multiplied by Sellers’ aggregate maximum liability set forth in Article 6, as applicable, except in the case of such Seller’s own intentional or fraudulent breach of a representation or warranty or such Seller’s own breach of any covenant of such Seller hereunder.
Limitations on Indemnification by Sellers. The Sellers will have no indemnification liability under this Agreement in excess of the Purchase Price provided further that this limit shall not apply with respect to claims for fraud or willful act.
Limitations on Indemnification by Sellers. (a) With respect to the matters described in Sections 6.1(a)(i) and 6.1(c)(i), Sellers will have no liability with respect to such matters until the Buyer Indemnitees have suffered aggregate Adverse Consequences by reason of all such breaches in excess of $175,000 (the “Threshold”), after which point Sellers will be obligated to indemnify Buyer Indemnitees from and against all Adverse Consequences from the first dollar; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (i) breaches of the Fundamental Representations or (ii) any intentional or fraudulent breach of a representation or warranty.
(b) With respect to the matters described in Sections 6.1(a)(i) and 6.1(c)(i), the aggregate maximum liability of all Sellers shall be $350,000; (the “Cap”); provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (i) breaches of the Fundamental Representations or (ii) any intentional or fraudulent breach of representation or warranty.
(c) With respect to (i) the matters described in Sections 6.1(a)(i) and 6.1(c)(i) relating to breach of any Fundamental Representation, (ii) the matters described in Sections 6.1(a)(ii), 6.1(b) and 6.1(c)(ii), or (iii) any intentional or fraudulent breach of a representation or warranty, the aggregate maximum liability of all Sellers shall be the cash amount equal to $4 million.
Limitations on Indemnification by Sellers. Notwithstanding anything herein to the contrary, Sellers shall not be required to indemnify Buyer or Buyer’s Indemnitees except to the extent Losses exceed $25,000 and then only to the extent of any such excess and in no event shall Buyer or Buyer’s Indemnitees have any rights with respect to such excess except to offset any claims for Losses against the Note issued by Buyer to Sellers hereunder, subject to the right of Sellers to dispute such claims.
Limitations on Indemnification by Sellers. (a) With respect to claims for indemnification that may be made solely pursuant to Section 9.1(a)(i), Sellers will have no liability with respect to any such claim until Buyer Indemnitees have suffered aggregate Losses by reason of all such claims in excess of $110,000 (the “Threshold Amount”), after which point Sellers will be obligated to indemnify Buyer Indemnitees for the aggregate amount of such Losses from “dollar one” (i.e., not only for the excess over the Threshold Amount); provided, that the Threshold Amount limitation set forth in this Section 9.4(a) shall not apply in respect of any Losses relating to breaches or inaccuracies of the Fundamental Representations or in the case of fraud.
(b) With respect to claims for indemnification that may be made solely pursuant to Section 9.1(a)(i), the aggregate maximum liability of Sellers shall be equal to the $5,500,000 (the “Cap”); provided, that the Cap shall not apply in respect of any Losses relating to breaches or inaccuracies of the Fundamental Representations or in the case of fraud.
Limitations on Indemnification by Sellers. (a) Sellers shall not have any liability under Section 9.1(a)(i) hereof unless the aggregate amount of Losses to the Buyer Indemnified Parties finally determined to arise thereunder exceeds U.S.$225,000 (the "Basket") and, in such event, Sellers shall be required to pay the entire amount of such Losses in excess of the Basket, subject to the limitations set forth in Section 9.3(b) hereof; provided, however, that such limitation shall not apply to any Loss due to the failure of any of the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8(b), 4.12, 4.13, 4.17, 4.19, 4.25 and 4.26 to be true and correct as of the date hereof and as of the Closing Date.
(b) The aggregate amount that the Buyer Indemnified Parties shall be entitled to recover pursuant to this Article 9 for any Loss or Losses shall be limited to the Purchase Price.
Limitations on Indemnification by Sellers. Notwithstanding the foregoing, the right of Buyer Indemnified Parties to indemnification under Section 7.1 shall be subject to the following provisions:
(a) No indemnification shall be payable pursuant to Subsection 7.1(b) above to any Buyer Indemnified Party, unless the total of all claims for indemnification pursuant to Section 7.1 shall exceed $275,000 in the aggregate, whereupon the amount in excess of such claims shall be recoverable in accordance with the terms hereof;
(b) No indemnification shall be payable to a Buyer Indemnified Party with respect to claims asserted pursuant to Section 7.1(b) (exclusive of claims for indemnification for a breach of any representation or warranty with respect to title to the Subject Assets or any breach relating to or involving fraud or intentional misrepresentation) after March 30, 2000 (the "Indemnification Cut-Off Date"); provided, however, if prior to the relevant date of expiration, a Buyer Indemnified Party shall have given written notice of a claim for indemnification under Section 7.5, 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 in accordance with this Agreement, according to the date on which notice of the applicable claim is given; and
(c) No indemnification shall be payable to a Buyer Indemnified Party with respect to claims asserted pursuant to Subsection 7.1(b) (exclusive of claims for a breach of any representation or warranty with respect to title to the Subject Assets or any breach relating to or involving fraud or intentional misrepresentation) to the extent that the aggregate amount payable under Section 7.1(b) exceeds Seven Million Three Hundred and Fifty Thousand Dollars ($7,350,000).
Limitations on Indemnification by Sellers. The indemnification under Section 9.1(a)(i) above shall be subject to the following limitations:
