Common use of Limitations on Indemnification; Exclusive Remedy Clause in Contracts

Limitations on Indemnification; Exclusive Remedy. (a) Notwithstanding anything to the contrary in this Agreement, the Sellers shall not be liable for any Indemnifiable Losses arising out of or based upon a breach or alleged breach of (i) the representations and warranties in Article III or (ii) the covenants and agreements of the Sellers contained in this Agreement, and the Buyer shall not be liable for any Indemnifiable Losses arising out of or based upon a breach or alleged breach of (a) the representations and warranties in Article IV or (b) the covenants and agreements of the Buyer contained in this Agreement, in each case unless all Indemnifiable Losses arising out of all such Indemnifiable Losses shall exceed $1,000,000 in the aggregate, and then only to the extent of such excess. Further, with respect to Indemnifiable Losses arising out of or based upon breaches or alleged breaches of the representations and warranties in Article III or Article IV, neither the Sellers on the one hand, nor the Buyer, on the other hand, shall be entitled to indemnification in an aggregate amount in excess of $3,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 9.4(a) shall not apply to (i) any claim by the Buyer in respect of (A) the representation contained in Section 3.21, (B) Section 2.7(f) or (C) the representations contained in Section 3.14 and (ii) any claim by any Seller in respect of (A) the representation contained in Section 4.5, or (B) Section 2.7(f) or the indemnification obligation set forth in Sections 9.2(iii) and (iv) and Sections 9.3(iii) and (iv).

Limitations on Indemnification; Exclusive Remedy. (a) Notwithstanding anything to the contrary in this Agreement, the Sellers shall not be liable for any Indemnifiable Losses arising out of or based upon a breach or alleged breach of (i) the representations and warranties in Article III or (ii) the covenants and agreements of the Sellers contained in this Agreement, and the Buyer Purchaser shall not be liable for any Indemnifiable Losses arising out of or based upon a breach or alleged breach of (a) the representations and warranties in Article IV or (b) the covenants and agreements of the Buyer Purchasers contained in this Agreement, in each case unless all Indemnifiable Losses arising out of all such Indemnifiable Losses shall exceed $1,000,000 in the aggregate, and then only to the extent of such excess. Further, with respect to Indemnifiable Losses arising out of or based upon breaches or alleged breaches of the representations and warranties in Article III or Article IV, neither the Sellers on the one hand, nor the BuyerPurchasers, on the other hand, shall be entitled to indemnification in an aggregate amount in excess of $3,000,00010,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 9.4(a10.04(a) shall not apply to (ix) any claim by the Buyer Purchasers in respect of (Aa) the Tax matters identified in Article XI or the representation contained in Section 3.21, (Bb) Section 2.7(f2.03(f) or (Cc) the representations contained in Section 3.14 Sections 3.07(c), 3.11(b) and 3.16 and (iiy) any claim by any Seller in respect of (Aa) the representation contained in Section 4.54.06, (b) Section 2.03(f) or (Bc) the Section 2.7(f) or the indemnification obligation set forth in Sections 9.2(iii) and (iv) and Sections 9.3(iii) and (iv).9.05

Limitations on Indemnification; Exclusive Remedy. (a) Notwithstanding anything Subject to the contrary in this Agreementfollowing sentence, the Sellers shall Indemnified Persons may not be liable recover Losses from the Escrow Fund or the Indemnifying Securityholders in respect of any claim for indemnification under ‎Section 7.2(a)(i) or Section 7.2(a)(ii) unless and until Losses in respect of any Indemnifiable Losses arising out of claim(s) under this Agreement have been incurred, paid or based upon a breach or alleged breach of (i) the representations and warranties in Article III or (ii) the covenants and agreements of the Sellers contained in this Agreement, and the Buyer shall not be liable for any Indemnifiable Losses arising out of or based upon a breach or alleged breach of (a) the representations and warranties in Article IV or (b) the covenants and agreements of the Buyer contained in this Agreement, in each case unless all Indemnifiable Losses arising out of all such Indemnifiable Losses shall exceed $1,000,000 in the aggregate, and then only to the extent of such excess. Further, with respect to Indemnifiable Losses arising out of or based upon breaches or alleged breaches of the representations and warranties in Article III or Article IV, neither the Sellers on the one hand, nor the Buyer, on the other hand, shall be entitled to indemnification properly accrued in an aggregate amount in excess of greater than $3,000,000232,500 (the “Indemnification Threshold”). Notwithstanding the foregoingforegoing sentence, the limitations set forth in this Section 9.4(a) shall Indemnified Persons will be entitled to recover for, and the Indemnification Threshold will not apply to, any Losses with respect to any breach of or inaccuracy in any representation or warranty made in ‎Section 2.1 (iOrganization and Powers), Section 2.2 (Capitalization; Subsidiaries), Section 2.3(a) any claim by (Authority; Noncontravention), Section 2.9 (Taxes), ‎Section 2.23 (Board Approval) or ‎Section 2.24 (Stockholder Approval) (the Buyer “Uncapped Company Representations”) or in respect of (A) the representation contained in Section 3.21, (B) Section 2.7(f) or (C) the representations contained in Section 3.14 and (ii) any claim arising out of, related to or resulting from fraud, willful misconduct or intentional misrepresentation by the Company or any Seller in respect of its Affiliates. Once the Indemnification Threshold has been exceeded, the Indemnified Persons will be entitled to recover for the full amount of all such Losses (A) i.e., from the representation contained in Section 4.5first dollar), or (B) Section 2.7(f) or the indemnification obligation set forth in Sections 9.2(iii) and (iv) and Sections 9.3(iii) and (iv)subject to this ‎Article 7.

Limitations on Indemnification; Exclusive Remedy. (a) Notwithstanding anything to the contrary in this Agreement, the Sellers shall not be liable for any Indemnifiable Losses arising out of or based upon a breach or alleged breach of (i) the representations and warranties in Article III or (ii) the covenants and agreements of the Sellers contained in this Agreement, and the Buyer Purchaser shall not be liable for any Indemnifiable Losses arising out of or based upon a breach or alleged breach of (a) the representations and warranties in Article IV or (b) the covenants and agreements of the Buyer Purchasers contained in this Agreement, in each case unless all Indemnifiable Losses arising out of all such Indemnifiable Losses shall exceed $1,000,000 in the aggregate, and then only to the extent of such excess. Further, with respect to Indemnifiable Losses arising out of or based upon breaches or alleged breaches of the representations and warranties in Article III or Article IV, neither the Sellers on the one hand, nor the BuyerPurchasers, on the other hand, shall be entitled to indemnification in an aggregate amount in excess of $3,000,00010,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 9.4(a10.04(a) shall not apply to (ix) any claim by the Buyer Purchasers in respect of (Aa) the Tax matters identified in Article XI or the representation contained in Section 3.21, (Bb) Section 2.7(f2.03(f) or (Cc) the representations contained in Section 3.14 Sections 3.07(c), 3.11(b) and 3.16 and (iiy) any claim by any Seller in respect of (A) the representation contained in Section 4.5, or (B) Section 2.7(f) or the indemnification obligation set forth in Sections 9.2(iii) and (iv) and Sections 9.3(iii) and (iv).Seller