Limitations on Indemnification for Breaches of Representations and Warranties. (a) Subject to the other limitations set forth in this Section 9.7, an Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, except to the extent that claims for Indemnifiable Losses with respect to any claim or series of related claims for which Indemnitees are otherwise entitled to indemnification pursuant to Section 9.2(a)(i) or 9.2(b)(i), as applicable, exceeds US$5,000.00 (the Minimum Claim Amount) (it being understood that Indemnitors shall not be liable for any Indemnifiable Losses with respect to any claim or series of related claims in the event that the Indemnifiable Losses otherwise entitled to under Section 9.2(a)(i) or 9.2(b)(i), as applicable, are less than the Minimum Claim Amount); provided that the Minimum Claim Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct.
(b) An Indemnitor shall not have any liability under Sections 9.2(a)(i) or (b)(i), as applicable, unless the aggregate amount of Indemnifiable Losses incurred by the Indemnitees and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds US$100,000.00 (the Threshold Amount) and, in such event, the Indemnitors shall be required to pay all Indemnifiable Losses in excess of the Threshold Amount; provided that the Threshold Amount limitation shall not apply to Indemnifiable Losses related to the failure of any Specified Representations or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct; provided, further, that any claim or series of related claims for Indemnifiable Losses of less than the Minimum Claim Amount (other than Indemnifiable Losses related to the failure of any Specified Representation or any representations or warranties set forth in Sections 3.20 (Tax Matters) or 3.29 (Employment Benefit Plans) to be true and correct) shall be disregarded for purposes of calculating the Threshold Amount.
(c) With respect to the Investors, no Investor shall be required to indemnify any Person under Section 9.2(b) for an aggregate amount of Indemnifiable Losses exceeding US$1,000,000.
(d) With respect to the Company Parties, the Company Parties shall not be required to indemnif...
Limitations on Indemnification for Breaches of Representations and Warranties. (a) [***]14 shall not have any liability under Section 7.2(b)(i) unless the aggregate of all Losses and Expenses relating thereto for which [***] would, but for this proviso, be liable to indemnify all Indemnified Parties exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), and then only to the extent the aggregate amount of such Losses and Expenses exceed the Indemnification Threshold.
(b) The aggregate amount of all Losses and Expenses for which (i) the Sellers in the aggregate shall be liable pursuant to Sections 7.2(a) or 7.2(b) shall not exceed the Total Consideration and (ii) any Seller individually shall be liable pursuant to Sections 7.2(a) shall not exceed such Seller’s pro rata portion of the Total Consideration. The aggregate amount of all Losses and Expenses for which Buyer shall be liable pursuant to 7.3 shall not exceed the Total Consideration.
(c) The limitations on indemnification set forth in Sections 7.4(a) and Section 7.4(b) shall not apply to Losses and Expenses related to the failure to be true and correct of any of the representations and warranties contained in Sections 3.1 (a), 3.1(b)(i), 3.1(c)‑(f), 3.2(a)‑(c)(i), 3.2(d)‑(h), 4.1, 4.2, 4.3, 4.4(a), 4.5 and 4.6 to the extent such Section 4.6 relates to the Fundamental Representations.
(d) In the event a Party is entitled to recover the same Losses under more than one provision of this Agreement, such Party shall only be permitted to recover such Losses one time, and without duplication.
(e) Notwithstanding the foregoing, this Section 7.4 shall not (i) limit the rights of the Parties to seek equitable remedies (including specific performance or injunctive relief) or (ii) apply in respect of any claim of fraud, including any tort claim or cause of action based upon, arising out of or related to any intentional misrepresentation made in or in connection with this Agreement or as an 14 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 inducement to enter into this Agreement.
(f) Subject to Section 7.4(d), the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims on the part of any other Party hereto in connection with the transactions contemplated by this Agreement for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement...
Limitations on Indemnification for Breaches of Representations and Warranties. (a) An indemnifying party shall not have any liability under Section 9.1(a)(i), Section 9.1(a)(ii) or Section 9.1(b)(i) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 4.3, 4.11, 4.24 and 4.29 hereof, exceeds $35,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of $10,000 (the “Deductible”).
Limitations on Indemnification for Breaches of Representations and Warranties. An indemnifying party shall not have any liability under Section 8.01(a)(i) or Section 8.01(b)(i) hereof unless the aggregate amount of Damages to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, exceeds $10,000 (the "Deductible") and, in such event, the indemnifying party shall be required to pay the amount of such Damages including those used to compute the Deductible.
Limitations on Indemnification for Breaches of Representations and Warranties. An Indemnifying Party shall not have any liability under Section 9.1(a)(ii) or Section 9.1(b) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 3.7, 3.10 and 3.15 hereof, exceeds $5,000 (the “Basket”) and, in such event, the Indemnifying Party shall be required to pay the entire amount of such Losses and Expenses.
Limitations on Indemnification for Breaches of Representations and Warranties. An indemnifying party shall not have any liability under Section 9.1(a)(ii) or Section 9.1(b)(i) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 4.3, 4.11, 4.24 and 4.29 hereof, exceeds $15,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses. Notwithstanding else contained herein, the maximum liability the Sellers in the aggregate shall be required to pay hereunder shall be the amount of the Purchase Price.
Limitations on Indemnification for Breaches of Representations and Warranties. (a) An indemnifying party shall not have any liability under Section 11.2(a)(i) or Section 11.2(b)(i) hereof unless and until the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct (unless such failure is the result of the indemnifying party's fraud or willful misconduct), other than the representations and warranties set forth in Sections 5.1, 5.2, 5.8, 5.16 and 6.1, 6.2 and 6.5 hereof, exceeds $1,700,000 (the "Basket"), in which case, only the Losses in excess of such amount of Loss shall be covered.
(b) Sellers shall not be required to indemnify any Person for an aggregate amount of Losses and Expenses above the amount of Sellers' Indemnity Escrow Fund, which shall be the sole source of payment of such amounts, and Purchaser shall not be required to indemnify any Person for an aggregate amount of Expenses and Losses under Section 11.2(b)(i) above the amount of Purchaser's Indemnity Escrow Fund.
(c) For purposes of calculating Losses hereunder with respect to determining whether the Losses and Expenses exceed $1,700,000 for purposes of Section 11.4(a), any materiality or material adverse effect qualifications in the representations, warranties, covenants and agreements shall be ignored.
Limitations on Indemnification for Breaches of Representations and Warranties. An indemnifying party shall not have any liability under Section 9.1(a)(ii) or Section 9.1(b)(i) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties exceeds $10,000 (the “Basket”) (except for Losses and Expenses based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct under Section 4, for which the Basket shall not apply) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of the Basket. Notwithstanding anything else contained herein, the maximum liability Seller shall be required to pay hereunder, in the aggregate, shall be the aggregate amount of cash and shares of the Purchaser (valued as of their date of issuance) paid or delivered to the Seller (the “Cap”). In addition, if any Loss or Expense of Purchaser is covered by insurance, Seller shall not be required to indemnify Purchaser for the amount of such Losses or Expenses to the extent of such insurance proceeds and Seller shall only pay Purchaser the excess of the Losses and Expenses, if any, over such insurance proceeds, subject to the Cap. Following the Closing, other than in cases of fraud, this Article 9 shall be the sole and exclusive remedy of the parties hereto and their successors and assigns with respect to any and all claims for Losses and Expenses sustained or incurred arising out of this Agreement.
Limitations on Indemnification for Breaches of Representations and Warranties. (a) Neither the Sellers nor the Purchaser shall have any liability under Section 9.2(a)(i) or Section 9.2(b)(i) hereof unless the aggregate amount of Losses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the inaccuracy of or the failure of any representation or warranty to be true and correct exceeds $10,000 (the “Basket”) and, in the event Losses exceed the amount of the Basket, the indemnifying party shall be required to pay the entire amount of all such Losses from the first dollar.
Limitations on Indemnification for Breaches of Representations and Warranties. Notwithstanding anything contained in this Agreement to the contrary, (a) the individual liability of the SURGE Shareholders under Section 11.2 for any liability arising as a result of the failure of Shareholders representations and warranties to be true and correct or arising for any other reason under Section 11.2, shall not exceed the number of shares received by the shareholder at Closing multiplied by the price of the shares ($0.25) on the day this Agreement is signed (the “Closing Value”) and (b) the aggregate liability of Boundless and its affiliates under Section 11.2 for any liability arising as a result of the failure of Boundless’ representations and warranties to be true and correct, shall not exceed the Closing Value (the “Boundless Cap”).
