Limitations on Indemnification by the Sellers. The indemnification provided for in Sections 9.2(a)(i) and (ii) above is subject to the following limitations:
(i) The Sellers shall be liable to the Purchaser Parties with respect to claims referred to in Sections 9.2(a)(i) or (ii) only if a Purchaser Party gives the Sellers written notice thereof within the Applicable Limitation Date.
(ii) The aggregate amount of all payments made by the Sellers in satisfaction of claims for indemnification pursuant to Sections 9.2(a)(i) and (ii) shall not exceed the Escrow Amount (the “Cap”).
(iii) Claims for indemnification by the Purchaser Parties against the Sellers with respect to the matters referred to in Section 9.2(a) above may be satisfied by proceeding directly against one or more Sellers. Each Seller shall be responsible for the full amount of such Losses or other amounts (subject to any express limitations provided in this Agreement).
(iv) The Sellers shall not be liable to indemnify any Purchaser Parties pursuant to Section 9.2(a)(i) unless and until the Purchaser Parties have collectively suffered a Loss or aggregate Losses pursuant to such section in excess of $500,000 in the aggregate (the “Basket”) (at which point, subject to the other limitations herein, the Sellers shall be liable to the Purchaser Parties only for Losses incurred in excess of the Basket). The foregoing limitation shall not apply with respect to Claims for indemnification by the Purchaser Parties against the Sellers with respect to the matters referred to in Section 9.2(a)(ii) above.
(v) In addition to the indemnification rights provided hereunder, the Purchaser Parties shall be entitled to all other rights and remedies available in law or equity, subject to Section 9.1. Notwithstanding any implication to the contrary contained in this Agreement, so long as the Purchaser Parent delivers written notice of a claim to the Sellers no later than the Applicable Limitation Date, the Sellers shall be required to indemnify the Purchaser Parties for all Losses (subject to the Basket and Cap limitations and the limitations set forth in Section 9.1) which the Purchaser Parties may incur in respect of the matters which are the subject of such claim, regardless of when incurred. 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 fraud.
Limitations on Indemnification by the Sellers. The Sellers 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 $10,000 (the "Basket"), at which point the Sellers will be obligated to indemnify for only Losses exceeding the Basket, subject to the Indemnification Cap set forth in Section 8.1 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 Sellers. Anything contained in this Agreement to the contrary notwithstanding, the liability of each of the Sellers to provide any indemnification to any Buyer Party and the right of the Buyer Parties to indemnification under Section 9.2 (or otherwise) shall be subject to the following provisions:
(a) No claims for indemnification shall be made under this Agreement against Sellers, and no indemnification shall be payable to any Buyer Party, with respect to General Claims after the date which is two (2) years following the Closing.
(b) No claims for indemnification shall be made under this Agreement against Sellers, and no indemnification shall be payable to any Buyer Party, with respect to any Tax Claim or Environmental Claim after expiration of all applicable statutes of limitation taking into account any applicable extensions thereof.
(c) Except as otherwise set forth in Section 9.3(b), claims for indemnification with respect to Fraud Claims, Tax Claims, Environmental Claims and Fundamental Claims shall not be subject to any of the limitations set forth in this Section 9.3.
Limitations on Indemnification by the Sellers. The Sellers will have no Liability with respect to the matters described in Section 10.1(b)(i) until the total of all Losses with respect to such matters exceeds $15,000 (the “Basket”), at which point the Sellers will be obligated to indemnify for all Losses, to the extent the Losses exceed the amount of the Basket; provided, however, that any claim relating to Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.8 (title to assets), 4.10 (accounts receivable), 4.11 (inventory), 4.15 (taxes), 4.19 (environmental), 4.21 (employee benefits) or 4.26 (brokers) will not be subject to or counted towards the Basket. This Section 10.4 will not apply to any fraudulent or intentional breach of any representation or warranty.
Limitations on Indemnification by the Sellers. Notwithstanding the foregoing Section 9.1, the right of the Buyers to indemnification under Section 9.1(i) shall be subject to the following provisions:
(a) No indemnification shall be payable to the Buyers by any Seller pursuant to Section 9.1(i) unless the total of all claims for indemnification pursuant to Section 9.1(i) shall exceed 1.25% of the Purchase Price (as adjusted in accordance with Section 1.4(b) hereof) in the aggregate, whereupon only the amount of such claims in excess of the foregoing threshold amount shall be recoverable in accordance with the terms hereof.
(b) No indemnification shall be payable to the Buyers pursuant to Section 9.1(i) for amounts in excess of 75% of the Purchase Price (as adjusted in accordance with Section 1.4(b) hereof) in the aggregate.
(c) No indemnification shall be payable to the Buyers pursuant to Section 9.1(i) with respect to any claim asserted by the Buyers after August 7, 1997 (the "Indemnification Cut-Off Date"); provided, however, that the foregoing shall not apply to Claims resulting from any breach of the representations and warranties contained in (i) the first sentence of Section 2.1; (ii) the second sentence of Section 2.3; (iii) Section 2.4; or (iv) Section 2.6(c).
Limitations on Indemnification by the Sellers. Notwithstanding anything to the contrary contained in this Agreement or in any of the Transaction Documents, the Sellers and Founders shall not be required to indemnify under this Section 8, in respect of any individual breach if the Claim related thereto does not exceed INR 100,000 (Rupees One Hundred Thousand) (“De-minimis Threshold”). Further, the Sellers and Founders shall not be liable under this Clause 8 unless and until the aggregate amount of Claims in excess of the De-minimis Threshold exceeds INR 500,000 (Rupees Five Hundred Thousand) (“Liability Threshold”). Once the aggregate amount of Claims exceeds the Liability Threshold, the Sellers and the Founders shall become liable under this Clause 8 for the full amount of such Claims, and not merely the excess.
Limitations on Indemnification by the Sellers. Notwithstanding the foregoing, no indemnification shall be payable pursuant to Section 9.1(a) (i) unless the total of all claims for such indemnification exceeds the Indemnification Threshold, in which case the full amount of any such claims shall be recoverable in accordance with the terms hereof or (ii) after indemnification payments equal to the amount of the Indemnification Cap in the aggregate have been made. Any amounts paid to a Buyer Indemnified Party pursuant to this Section 9.1 shall be returned to the Sellers in the event that it is finally determined by a court of competent jurisdiction or an arbitration tribunal that such Buyer Indemnified Party was not entitled to be indemnified hereunder. In no event shall the Sellers be required to provide indemnification hereunder in an aggregate amount greater than the Indemnification Cap. Any indemnification payments by a Seller hereunder shall be made by wire transfer of immediately available funds to an account designated by the Buyer.
Limitations on Indemnification by the Sellers. The Sellers 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 $10,000 (the "Basket"), at which point the Sellers will be obligated to indemnify for only Losses exceeding the Basket, subject to the Indemnification Cap set forth in Section 8.1 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. 8.5 Claims Against the Company. Following the Closing, Sellers may not assert, directly or indirectly, and hereby waive, any claim, whether for indemnification, contribution, subrogation or otherwise, against the Company with respect to any act, omission, condition or event occurring or existing prior to or on the Closing Date or any obligation of the Sellers under Section 8.1. Sellers agrees not to make, directly or indirectly, and hereby waives, any claim for indemnification against the Company by reason of the fact that Sellers was a stockholder, director, officer, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, Losses, expenses or otherwise and whether such claim is pursuant to any Law, Organizational Document, Contract or otherwise) with respect to any Proceeding brought by the Buyer or the Company against the Sellers or any Affiliate thereof (whether such Proceeding is pursuant to this Agreement or otherwise). 8.6
Limitations on Indemnification by the Sellers. Notwithstanding the foregoing, the right of Buyer Indemnified Parties to indemnification under Section 12.1 shall be subject to the following provisions:
(a) No indemnification shall be payable pursuant to Section 12.1(b) or 12.1(c) above to any Buyer Indemnified Party, unless the total of all claims for indemnification pursuant to Section 12.1 shall exceed $100,000 in the aggregate, whereupon the full amount 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 12.1(b) or 12.1(c) (exclusive of any claims for indemnification for Taxes or based upon or related to a breach of any representation, warranty or covenant with respect to Taxes or tax related matters (whether or not the representation which is breached specifically relates to Taxes) or any claims for indemnification related to the representations and warranties set forth in Sections 3.3, 3.24, 4.1 or 4.
Limitations on Indemnification by the Sellers. The --------------------------------------------- indemnification provided for in Section 8.2(a) above is subject to the following limitations:
