Common use of Limitations on Indemnification by Sellers Clause in Contracts

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. The indemnification Notwithstanding the foregoing, the right of the Seller Buyer Indemnified Parties provided for in Section 11.1 to indemnification under SECTION 8.1 (other than with respect to a claim of fraud or intentional misrepresentation) shall be limited in certain respects as followssubject to the following provisions: (a) Any claim for No indemnification relating shall be payable to a Buyer Indemnified Party with respect to any inaccuracy in or claim asserted pursuant to SECTION 8.1 after the eighteenth (18th) month following the Closing Date (the "INDEMNIFICATION CUT-OFF DATE"); PROVIDED, HOWEVER, (i) the Indemnification Cut-Off Date for a claim of 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 set forth in Sections 4.1SECTION 2.6 shall be the applicable statute of limitations for such claim, 4.2, 4.8, 5.2, 5.3, 6.2 and 6.3; provided, however, that if written notice of (ii) the Indemnification Cut-Off Date for a claim is made prior to the expiration of breach of the representations and warranties set forth in SECTION 2.8 shall be the earlier of the seventh (7th) anniversary of the Closing Date and the applicable representation or warrantystatute of limitations for such claim, then and (iii) the relevant representation or warranty limitation on indemnification set forth in this SECTION 8.2(a) shall survive as not apply to such a claim until of breach of the claim has finally been resolvedrepresentations and warranties set forth in SECTIONS 2.1, 2.2(a), 2.2(b), 2.2(c) and 2.3. (b) The Seller Indemnified Parties No indemnification shall be entitled payable to indemnification for matters described in Section 11.1(i) and (ii) only any Buyer Indemnified Party, except to the extent that the aggregate amount total of all the Seller Indemnified Parties' claims for indemnification under Section 11.1(i) and (ii), as finally resolved, pursuant to SECTION 8.1 exceeds $25,000100,000 in the aggregate. (c) The maximum aggregate liability amount of Sellers for indemnification under Section 11.1(i) and (ii) herein shall in no event exceed the Purchase Price. (d) The Seller payable pursuant to SECTION 8.1 to Buyer Indemnified Parties' right to indemnification Parties shall be reduced the amount of the Total Consideration actually paid to the extent the subject matter of the claim is covered Sellers by and actually paid pursuant to an insurance policy, a warranty Buyer or indemnification from a third partyParent.