Common use of Limitations on Indemnification by the Stockholders Clause in Contracts

Limitations on Indemnification by the Stockholders. Notwithstanding the foregoing, the right of AMG Indemnified Parties to indemnification under Section 12.1 other than Section 12.1(d) shall be subject to the following provisions: (a) No indemnification shall be payable pursuant to an AMG Indemnified Party with respect to claims asserted to Section 12.1(b) or 12.1(c) above, unless the aggregate amount of all claims for indemnification pursuant to Section 12.1 shall exceed $250,000 in the aggregate, whereupon the full amount of such claims shall be recoverable in accordance with the terms hereof. (b) No indemnification shall be payable to an AMG Indemnified Party with respect to claims asserted pursuant to Section 12.1(b) or 12.1(c) above (exclusive of any claims for indemnification for Taxes or based upon or related to a breach of any representation, warranty or covenant with respect to Taxes or tax related matters (whether or not the representation which is breached specifically relates to Taxes), Employee Programs or Investment Laws and Regulations) in amounts in excess of the sum of (i) ********** Dollars ($**) and (ii) any and all amounts of principal under any promissory note issued to such Stockholder (or the Management Corporation of which he is a stockholder) pursuant to the provisions of Section 3.12 of the Restated LLC Agreement (whether or not then due and payable) in accordance with the terms of such note. (c) No indemnification shall be payable to an AMG Indemnified Party with respect to claims asserted pursuant to Section 12.1(b) or 12.1(c) above (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), Employee Programs or Investment Laws and Regulations) after the date that is sixty (60) days following AMG's receipt of audited financial statements of the LLC for the period ended December 31, 1998 (the "Indemnification Cut-Off Date"); provided, however, that such expiration shall not affect any claim with respect to which notice was given in the manner contemplated by Section 12.5 hereof prior to the Indemnification Cut-Off Date.

Limitations on Indemnification by the Stockholders. Notwithstanding any other provision of this Agreement to the foregoingcontrary, the right of AMG Indemnified Parties to indemnification under Section 12.1 other than 13.1 and Section 12.1(d) 13.2 shall be subject to the following provisions: (a) No indemnification shall be payable pursuant to an Sections 13.1(b), 13.1(c) or 13.2(b) to any AMG Indemnified Party with respect to claims asserted to Section 12.1(b) or 12.1(c) aboveParty, unless the aggregate amount total of all claims for indemnification pursuant to Section 12.1 13.1 and 13.2 shall exceed $250,000 500,000 in the aggregate, whereupon the full amount of such claims shall be recoverable in accordance with the terms hereof. hereof (b) No indemnification provided that in no event shall be payable the limitation provided in this Section apply to an AMG Indemnified Party with respect to claims asserted pursuant to Section 12.1(b) or 12.1(c) above (exclusive of any claims claim for indemnification for Taxes or based upon or related to a breach of any representation, warranty or covenant with respect to Taxes or tax related matters (whether or not the representation which is breached specifically relates to Taxes), Employee Programs or Investment Laws and Regulations) in amounts in excess of the sum of (i) ********** Dollars ($**) and (ii) any and all amounts of principal under any promissory note issued Tax related matters or matters related to such Stockholder (or the Management Corporation of which he is a stockholder) pursuant to the provisions of Section 3.12 of the Restated LLC Agreement (whether or not then due and payable) in accordance with the terms of such note.Employee Programs); (cb) No indemnification shall be payable to an AMG Indemnified Party with respect to claims asserted pursuant to Section 12.1(bSections 13.1(b), 13.1(c) or 12.1(c13.2(b) above (exclusive after the expiration of any claims for indemnification for Taxes or based upon or the related to a breach of any representation, warranty or covenant with respect pursuant to Taxes or tax related matters (whether or not the representation which is breached specifically relates to Taxes), Employee Programs or Investment Laws and Regulations) after the date that is sixty (60) days following AMG's receipt of audited financial statements of the LLC for the period ended December 31, 1998 Section 12.1 (the "Indemnification Cut-Off Date"); provided, however, that such expiration shall not affect any claim with respect to which notice was given in the manner contemplated by Section 12.5 13.6 hereof prior to the Indemnification Cut-Off Date; and provided, further, that, notwithstanding the provisions of Section 12.1, all representations, warranties and covenants of the Company and the Stockholders contained in this Agreement shall survive indefinitely for purposes of indemnification sought pursuant to Sections 13.1(a) and 13.2(a); and (c) No indemnification shall be payable to the AMG Indemnified Parties with respect to claims asserted pursuant to Sections 13.1(b), 13.1(c) or 13.2(b) in amounts in the aggregate in excess of $48.75 million (the "Stockholder Indemnification Cap"). (d) No indemnification shall be payable to the AMG Indemnified Parties with respect to claims asserted pursuant to Sections 13.1(b), 13.1(c) or 13.2(b) (i) by Xxxxx X. Xxxxxx in amounts in the aggregate in excess of $4,875,000, other than with respect to a breach of a representation or warranty of Xxxxx X. Xxxxxx set forth in Sections 4.1 or 4.2, for which such limitation shall be the Stockholder Indemnification Cap (less the aggregate of any indemnification payments previously made to the AMG Indemnified Parties with respect to claims asserted pursuant to Sections 13.1(b), 13.1(c) or 13.2(b)), or (ii) by Xxxxxxxx X. Xxxxxx, Xx. in amounts in the aggregate in excess of $3,412,500 million, other than with respect to a breach of a representation or warranty of Xxxxxxxx X Xxxxxx, Xx., set forth in Sections 4.1 or 4.2, for which such limitation shall be the Stockholder Indemnifiction Cap (less the aggregate of any indemnification payments previously made to the AMG Indemnified Parties with respect to claims asserted pursuant to Sections 13.1(b), 13.1(c) or 13.2(b)). (e) No indemnification shall be payable to the AMG Indemnified Parties by any one Stockholder, other than a Majority Stockholder, with respect to claims asserted pursuant to Section 13.2(b) in amounts in the aggregate in excess of $487,500, other than with respect to a breach of a representation or warranty of such Stockholder set forth in Section 4.1 or Section 4.2, for which such limitation shall be the Stockholder Indemnifiction Cap (less the aggregate of any indemnification payments previously made to the AMG Indemnified Parties with respect to claims asserted pursuant to Sections 13.1(b), 13.1(c) or 13.2(b)).

Limitations on Indemnification by the Stockholders. Notwithstanding the foregoing, the right of AMG Indemnified Parties to indemnification under Section 12.1 other than Section 12.1(d) shall be subject to the following provisions: (a) No indemnification shall be payable pursuant to an AMG Indemnified Party with respect to claims asserted to Section 12.1(b) or 12.1(c) above, unless the aggregate amount of all claims for indemnification pursuant to Section 12.1 shall exceed $250,000 in the aggregate, whereupon the full amount of such claims shall be recoverable in accordance with the terms hereof. (b) No indemnification shall be payable to an AMG Indemnified Party with respect to claims asserted pursuant to Section 12.1(b) or 12.1(c) above (exclusive of any claims for indemnification for Taxes or based upon or related to a breach of any representation, warranty or covenant with respect to Taxes or tax related matters (whether or not the representation which is breached specifically relates to Taxes), Employee Programs or Investment Laws and Regulations) in amounts in excess of the sum of (i) ********confidential treatment requested** Dollars ($**confidential treatment requested**) and (ii) any and all amounts of principal under any promissory note issued to such Stockholder (or the Management Corporation of which he is a stockholder) pursuant to the provisions of Section 3.12 of the Restated LLC Agreement (whether or not then due and payable) in accordance with the terms of such note. (c) No indemnification shall be payable to an AMG Indemnified Party with respect to claims asserted pursuant to Section 12.1(b) or 12.1(c) above (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), Employee Programs or Investment Laws and Regulations) after the date that is sixty (60) days following AMG's receipt of audited financial statements of the LLC for the period ended December 31, 1998 (the "Indemnification Cut-Off Date"); provided, however, that such expiration shall not affect any claim with respect to which notice was given in the manner contemplated by Section 12.5 hereof prior to the Indemnification Cut-Off Date.

Limitations on Indemnification by the Stockholders. Notwithstanding the foregoing, the right of AMG Buyer Indemnified Parties to indemnification under Section 12.1 other than Section 12.1(d) 9.1 shall be subject to the following provisions: (a) No indemnification shall be payable pursuant to an AMG Section 9.1 above (other than any representation, warranty, covenant or agreement relating to title, Taxes or undisclosed liabilities or the covenants set forth in Section 3.6 and 3.8 hereof) to any Buyer Indemnified Party with respect to claims asserted to Section 12.1(b) or 12.1(c) aboveParty, unless the aggregate amount total of all claims for indemnification pursuant to Section 12.1 9.1 shall exceed $250,000 100,000 (CDN) in the aggregate, whereupon the full amount all amounts of such claim or claims in excess thereof shall be recoverable in accordance with the terms hereof.; (b) No The indemnification shall be payable to an AMG Indemnified Party obligations of the Stockholders hereunder with respect to claims asserted by a Buyer Indemnified Party pursuant to Subsection 9.1(b) shall be limited to an aggregate amount of $2,500,000 (CDN) and all indemnification obligations of the Stockholders hereunder with respect to claims asserted by a Buyer Indemnified Party pursuant to Section 12.1(b) or 12.1(c) above 9.1 shall be limited to an aggregate amount of $4,000,000 (exclusive of any claims for indemnification for Taxes or based upon or related to a breach of any representation, warranty or covenant with respect to Taxes or tax related matters (whether or not the representation which is breached specifically relates to TaxesCDC), Employee Programs or Investment Laws and Regulations) in amounts in excess of the sum of (i) ********** Dollars ($**) and (ii) any and all amounts of principal under any promissory note issued to such Stockholder (or the Management Corporation of which he is a stockholder) pursuant to the provisions of Section 3.12 of the Restated LLC Agreement (whether or not then due and payable) in accordance with the terms of such note.; (c) No indemnification shall be payable to an AMG a Buyer Indemnified Party with respect to claims asserted pursuant to Section 12.1(bSubsection 9.1(b) or 12.1(c(c) above (exclusive of any claims for indemnification for Taxes or based upon or related to a breach of other than any representation, warranty covenant or covenant with respect agreement relating to title, or Taxes or tax related matters (whether or not the representation which is breached specifically relates to Taxes), Employee Programs or Investment Laws and Regulations) after the date that which is sixty eighteen (6018) days following AMG's receipt of audited financial statements months after the Closing Date of the LLC for the period ended December 31, 1998 date of this Agreement (the "Indemnification Cut-Off Date"); provided, however, that such expiration shall not affect any claim with respect to which notice was given in the manner contemplated by Section 12.5 hereof if on or prior to the Indemnification Cut-Off DateDate a specific state of facts shall have become known which may give rise to a claim for indemnification under Subsection 9.1 and a Buyer Indemnified Party shall have given written notice to any SPEQ Stockholder Representative of such facts known by such Buyer Indemnified Party at such time, then the right to indemnification with respect to such claim shall remain in effect without regard to when such matter shall be finally determined and disposed of; (d) No indemnification shall be payable to a Buyer Indemnified Party with respect to a claim asserted with respect to any breach of any representation, warranty, covenant or agreement relating to Taxes after the expiration of the statute of limitations (if any) applicable to such claim and the relevant governmental authorities, whether foreign, federal, state, municipal or local, are no longer able to assess and enforce liability with respect to such claim against any of Buyer Indemnified Parties; (e) The Stockholders shall not have, and shall hereby waive, any right any such Stockholder otherwise has, or may have, to make one or more claim for contribution against Buyer, Canco, the Company or SPEQ with respect to any Buyer Indemnifiable Claims.

Limitations on Indemnification by the Stockholders. Notwithstanding the foregoing, the right of AMG Indemnified Parties Buyer and the Surviving Corporation to indemnification under Section 12.1 other than Section 12.1(dSections 9.1 (a) and (c) above shall be subject to the time limitation set forth in Section 9.5 below and the following provisions: (a) No no indemnification shall be payable pursuant to an AMG Indemnified Party with respect to claims asserted to Section 12.1(bSections 9.1 (a) or 12.1(c(d) aboveabove to Buyer or the Surviving Corporation unless, unless and then only to the aggregate amount extent that, the total of all claims for indemnification pursuant to Section 12.1 Sections 9.1 (a) and (c) shall exceed $250,000 175,000 in the aggregate; (b) the aggregate liability of the Stockholders shall not exceed $13,000,000 (excluding losses arising from a breach of any representation or warranty set forth in Section 2.4 above and losses arising from the fraud, willful misrepresentation or willful breach by the Stockholders, Fielding or MB Packaging of any representations or warranties herein or in any agreement, certificate or instrument delivered pursuant hereto); (c) the liability of each of the Nonvoting Stockholders and the Georges Trust for indemnification under this Article IX shall be several and limited to a percentage of the indemnified party's recoverable losses which is equal to the percentage of Fielding Common Stock owned by them immediately prior to the Effective Time. The liability of the other Stockholders for indemnification under this Article IX shall be joint and several, except that liability for the representations in Article VI is several for all Stockholders; and (d) in the event that the indemnification obligations of any Stockholder hereunder exceed an amount equal to $2,000,000 in the aggregate, whereupon the full amount portion of such claims shall obligations in excess of $2,000,000 may be recoverable satisfied, at such Stockholder's option, in accordance with whole or in part, by the terms hereof. surrender to Buyer of shares of Buyer Common Stock (b) No indemnification shall be payable to an AMG Indemnified Party or other securities received with respect to claims asserted pursuant to Section 12.1(b) or 12.1(c) above (exclusive of any claims for indemnification for Taxes or based upon or related to a breach of any representationBuyer Common Stock, warranty or covenant with respect to Taxes or tax related matters (whether or not the representation which is breached specifically relates to Taxesas applicable), Employee Programs or Investment Laws and Regulations) in amounts in excess which for purposes of satisfying such indemnification obligation shall be deemed to have a value equal to the average last sale price of the sum of (i) ********** Dollars ($**) and (ii) any and all amounts of principal under any promissory note issued to such Stockholder Buyer Common Stock (or other securities) as reported on the Management Corporation of which he is a stockholder) pursuant to the provisions of Section 3.12 of the Restated LLC Agreement (whether or not then due and payable) in accordance with the terms of such note. (c) No indemnification shall be payable to an AMG Indemnified Party with respect to claims asserted pursuant to Section 12.1(b) or 12.1(c) above (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), Employee Programs or Investment Laws and Regulations) after the date that is sixty (60) days following AMG's receipt of audited financial statements of the LLC for American Stock Exchange during the period ended December 31, 1998 (of 15 consecutive trading days ending on the "Indemnification Cut-Off Date"); provided, however, that such expiration shall not affect any claim with respect to which notice was given in the manner contemplated by Section 12.5 hereof trading day immediately prior to the Indemnification Cut-Off Datedate of such surrender to Buyer.