Limitations on Indemnification by the Seller. The right to indemnification under Section 7.2 is subject to the following limitations:
(a) The Seller shall have no liability under Section 7.2 unless Purchaser or EST as the case may be gives prompt written notice to the Seller asserting a claim for losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of a period of three (3) years after the date hereof for all claims of any type or nature whatsoever.
(b) The aggregate liability for indemnification under this Section 7 shall not under any circumstances exceed the Purchase Price.
Limitations on Indemnification by the Seller. The Seller will have no Liability with respect to the matters described in Section 8.1 until the total of all Losses with respect to such matters exceeds $50,000 (the “Basket”), at which point the Seller will be obligated to indemnify for only Losses exceeding the Basket, subject to the Indemnification Cap set forth in Section 8.1(c) above. The Basket limitation set forth in this Section 8.4 will not apply to any fraudulent or intentional breach of any representation or warranty.
Limitations on Indemnification by the Seller. The Seller will have no Liability with respect to the matters described in Section 8.1(b)(i) until the total of all Losses with respect to such matters exceeds $5,000 (the “Basket”), at which point the Seller will be obligated to indemnify for only Losses exceeding the Basket; provided, however, that any claim relating to Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.15 (taxes), 4.7 (no undisclosed liabilities), 4.8 (title to assets), or 4.28 (brokers) will not be subject to or counted towards the Basket. The Seller’s maximum aggregate Liability with respect to the matters described in Section 8.1(b)(i) will be limited to an amount equal to the total Cash Consideration paid for the transaction (the “Cap”); provided, however, that any claim relating to Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), 4.8 (title to assets), 4.14 (intellectual property), 4.15 (taxes), 4.16 (legal compliance), 4.17 (litigation), 4.19 (environmental) or 4.28 (brokers) will not be subject to the Cap. This Section 8.4 will not apply to any fraudulent or intentional breach of any representation or warranty.
Limitations on Indemnification by the Seller and the Stockholders. ----------------------------------------------------------------- The right of Buyer Indemnified Parties to indemnification under Section 6.1 shall be subject to the following provisions:
(a) No indemnification shall be payable to any Buyer Indemnified Party in respect of Buyer Warranty Claims (other than any such claim relating to title to the Subject Assets), unless the total of all claims for indemnification pursuant to Section 6.1, when aggregated with all claims made under Section 6.1 of (i) that certain asset purchase agreement, dated as of November 13, 1997 by and between XxXxxxx Partners, Inc., a Delaware corporation and the parent corporation of the Buyer and XxXxxxx Partners Incorporated, an Illinois corporation, and certain other parties named therein and (ii) that certain asset purchase agreement, dated November 13, 1997, by and between XxXxxxx Partners International, Inc., a Delaware corporation and a sister corporation of the Buyer, and XxXxxxx Partners International Incorporated, an Illinois corporation, and certain other parties named therein (the asset purchase agreements referred to in clauses (i) and (ii) are sometimes referred to herein as the "Affiliate Agreements"), shall exceed $50,000 in the aggregate, whereupon the full amount of such claims shall be recoverable in accordance with the terms hereof;
(b) The indemnification obligations of the Seller with respect to Buyer Warranty Claims (other than any such claim relating to Excluded Liabilities or title to the Subject Assets), and of the Stockholders with respect to all claims, shall be limited to Buyer's right to set off and apply the amount of such claims against any and all amounts outstanding under that certain Promissory Note in the original principal amount of $5,000,000 issued by ASI for the benefit of New XxXxxxx (the "Note") whether or not then due and payable.
(c) Indemnification with respect to Buyer Warranty Claims shall expire on April 30, 2000 (the "Indemnification Cut-Off Date"); provided, however, that the limitation of this Section 6.2(c) shall not apply to Buyer Warranty Claims involving fraud, intentional misrepresentation or title to the Subject Assets, for which the period for making such claims shall expire on the date on which the applicable statute of limitations relating thereto terminates; provided, -------- further, however, that with respect only to DeMinimis Claims the Indemnification ------- ------- Cut-Off Date shall be the date w...
Limitations on Indemnification by the Seller. Indemnification by Sealy Mattress Section 6.8 Exclusive Remedy
Limitations on Indemnification by the Seller. (a) The Seller shall have indemnification obligations pursuant to Section 6.3(a) respecting Damages, only:
(i) if the aggregate of all Damages with respect thereto shall exceed $150,000 (the “Basket Amount”) at which time the Seller shall be liable for the amount of all such Damages in excess of the Basket Amount (other than the representations and warranties contained in Sections 2.1 (Corporate Organization, Etc.), 2.2(a), (b) and (c) (Power and Authority, Authorization and Enforceability), 2.3 (Capitalization), 2.5 (Brokers and Finders) and 2.6 (Related Party Transactions), as to which no such “basket” shall apply); and
(ii) to the extent that the aggregate of all Damages resulting with respect thereto shall not exceed $500,000 (other than the representations and warranties contained in Sections 2.1 (Corporate Organization, Etc.), 2.2(a), (b) and (c) (Power and Authority, Authorization and Enforceability), 2.3 (Capitalization), 2.5 (Brokers and Finders) and 2.6 (Related Party Transactions), as to which no such “cap” shall apply).
(b) In no event shall the limitations set forth in Section 6.6(a) apply in respect of any indemnification obligation of the Seller under Sections 6.3(b), (c), (d) or (e) (even if such obligation also arises under Section 6.3(a)) or with respect to the representations and warranties set forth in the parenthetical in Section 6.6(a)(i) and (ii).
Limitations on Indemnification by the Seller. The indemnification provided for in Section 9.3(a)(i) above is subject to the following limitations:
(i) The Seller shall be liable to the Purchaser Parties with respect to claims referred to in Section 9.2(a)(i) only if a Purchaser Party gives the Seller written notice thereof within the Applicable Limitation Date.
(ii) The aggregate amount of all payments made by the Seller in satisfaction of claims for indemnification pursuant to Section 9.2(a), excluding indemnification pursuant to Section 9.2(a) for a breach of the warranty set forth in Section 6.24, shall not exceed $100,000.00. The aggregate amount of all payments made by the Seller in the satisfaction of claims for indemnification pursuant to Section 9.2(a) only for breaches of the warranty set forth in Section 6.24 shall not exceed $50,000.00.
(iii) Claims for indemnification by the Purchaser Parties against the Seller with respect to the matters referred to in Section 9.2(a) above may only be satisfied by the transfer of debt of the Purchaser under the GE Modified Loan Arrangement to the Seller pursuant to the terms of the finally executed documentation that consummates the transactions contemplated by the GE Modified Loan Arrangement.
(iv) In addition, no claim may be made or applied to the deductible that individually has a value (whether that be a initial value, or a finally determined value) that is less than $10,000.00. The indemnification rights provided herein shall be the sole and exclusive remedy for the Purchaser for any claim made for indemnification under this Agreement. Notwithstanding any implication to the contrary contained in this Agreement, the limits on indemnification set forth in this Agreement shall not apply to claims for damages arising from the actual fraud of the Seller.
Limitations on Indemnification by the Seller. Subject to the other provisions set forth in this Article VIII, the indemnification provided for in Section 8.02(a)(i) above is subject to the following limitations:
(1) The Seller shall be liable to the Purchaser Parties with respect to claims referred to in Section 8.02(a)(i)(1) only if a Purchaser Party gives the Seller written notice thereof within the Applicable Limitation Date.
(2) Seller shall not be liable to the Purchaser Parties for any claim if the total Losses with respect to such claim do not exceed $20,000 (“Minor Claims”).
(3) The aggregate amount of all payments made by the Seller in satisfaction of claims for indemnification pursuant to this Article VIII shall not exceed $1,275,000 (such limit is referred to as the “Cap”).
(4) The Seller shall not be liable to indemnify any Purchaser Parties pursuant to Section 8.02(a)(i) unless and until the Purchaser Parties have collectively suffered a Loss or aggregate Losses pursuant to such section in excess of $127,500 (the “Basket Amount”) individually or in the aggregate, excluding Losses with respect to Minor Claims (the “Basket”) (at which point, subject to the other limitations herein, the Seller shall be liable to the Purchaser Parties for all Losses, excluding Losses with respect to Minor Claims, including the Basket Amount).
Limitations on Indemnification by the Seller. (a) Notwithstanding anything herein to the contrary, other than with respect to a breach of the Seller Fundamental Representations or Fraud, the Seller shall not have any indemnification obligations for Losses under Section 10.02(a) (i) if the Losses for a specific claim do not equal or exceed $50,000 (the “Minimum Claim Threshold”) or (ii) unless the aggregate amount of all such Losses for which such the Seller would, but for this Section 10.04(a), be liable thereunder exceeds, on an aggregate basis (inclusive of any Losses for which the Seller is not liable as a result of the Minimum Claim Threshold), $500,000 (the “Deductible”), and then only to the extent such Losses in the aggregate exceed the Deductible.
(b) Notwithstanding anything to the contrary herein, except with respect to Losses that result from a breach of the Seller Fundamental Representations or resulting from Fraud, the maximum aggregate liability of the Seller with respect to any Losses under Section 10.02(a) shall in no event exceed $20,000,000 (the “Cap”).
(c) The aggregate maximum liability of the Seller under Section 10.02(a) that result from a breach of the Seller Fundamental Representations shall not exceed the amount of Remaining Cash, except for any Losses relating to Fraud.
(d) The aggregate maximum liability of the Seller under this Article X, including for Losses related to Fraud, shall not exceed the Consideration owed to the Seller.
(e) Any Loss for which any Buyer Indemnitee is entitled to indemnification under Section 10.02 shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant, obligation or agreement.
Limitations on Indemnification by the Seller. The Seller's obligation to indemnify the Purchaser hereunder shall expire and terminate as set forth in Section 11.1(a). The Seller shall be obligated to indemnify the Purchaser for Losses only to the extent that the Purchaser's Losses exceed $100,000 in the aggregate, in which event the Purchaser shall be entitled to indemnification in the amount of all of its Losses, including such $100,000 basket, up to the amount of the Purchase Price; provided, however, that such $100,000 basket shall not apply to Losses under Sections 12.1(vi) or 12.1(vii). In no event shall the Seller be liable to the Purchaser under or in respect of this Agreement, including but not limited to Section 12.1 hereof, in an amount or amounts in the aggregate in excess of the Purchase Price. Further, in no event shall the Seller be liable for breaches of the Seller's representations and warranties under Section 4.9 relating to title to the Real Property in an amount in excess of $2,700,000, and the Purchaser agrees to look first for recovery of Losses related thereto from title insurance on the Real Property. Further, any Losses by the Purchaser related to repairs or similar work after the Closing Date on products manufactured or delivered on or prior to the Closing Date upon which the applicable express warranty has expired shall not count toward the $100,000 basket.
