Common use of Limitations on Indemnification for Breaches of Representations and Warranties Clause in Contracts

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. (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 5,000 (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 5,000 (the “Deductible”).

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 15,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses Expenses. Notwithstanding else contained herein, the maximum liability the Sellers in excess the aggregate shall be required to pay hereunder shall be the amount of $10,000 (the “Deductible”)Purchase Price.

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 4.3 and 4.29 4.11 hereof, exceeds $35,000 10,000 (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. (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 4.3 and 4.29 4.11 hereof, exceeds $35,000 10,000 (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. (a) An indemnifying party shall not have any liability under Section 9.1(a)(i), Section 9.1(a)(ii8.2(a)(i) or Section 9.1(b)(i9.2(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 4.1, 4.2, 4.3, 4.5, 4.11, 4.24 4.16 and 4.29 4.21 and the representations and warranties of Purchaser set forth in Sections 5.1 and 5.2 hereof, exceeds $35,000 500,000 (the “"Basket”") and, in such event, the indemnifying party shall be required to pay the entire amount of all such Losses and Expenses in excess of $10,000 (the “Deductible”)Expenses.

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 10,000 (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”)Expenses.

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 10,000 (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. (a) An indemnifying party shall not have any liability under Section 9.1(a)(i), Section 9.1(a)(ii8.1(a)(ii) or Section 9.1(b)(i8.1(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 3.7 or 3.10 hereof, exceeds $35,000 15,000 (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 15,000 (the “"Deductible”").

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)(ii10.1(a)(ii) or Section 9.1(b)(i10.1(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 4.34.10, 4.114.15, 4.24 4.19, 4.26, 5.5, 5.6, 5.7, 5.10 and 4.29 6.6 hereof, exceeds $35,000 50,000 (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 $10,000 100,000 (the “"Deductible”").

Limitations on Indemnification for Breaches of Representations and Warranties. (a) An indemnifying party shall not have any liability under Section 9.1(a)(i9.1(a)(ii), Section 9.1(a)(ii(iii) or (iv), or Section 9.1(b)(i9.1(b) hereof or otherwise (but not including Section 9.1(a)(i) 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 25,000 (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 25,000 (the “"Deductible”").

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 25,000 (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 25,000 (the “Deductible”).

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 4.34.7, 4.11, 4.24 4.16, 4.20, 4.27 and 4.29 5.6 hereof, exceeds $35,000 25,000 (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”)Basket. The aggregate collective liability of Sellers under this Agreement shall not exceed the Purchase Price.

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)(ii9.2(a)(i) or Section 9.1(b)(i9.2(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 4.35.1, 4.115.2, 4.24 5.4, 5.5, 5.7, 5.11, 5.20, 5.30, 6.1 and 4.29 hereof6.2, exceeds $35,000 50,000 in the aggregate (the “Basket”) and, in such event, the indemnifying party shall be required to pay the entire amount of all such Losses and Expenses in excess of $10,000 (the “Deductible”).Expenses;

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)(ii9.1(a) or Section 9.1(b)(i9.1(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 4.3, 4.11, 4.24 and 4.29 hereof, exceeds $35,000 25,000 (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 25,000 (the “"Deductible”"). In any event, the maximum amount of indemnifiable Losses and Expenses which may be recovered by either party shall not exceed $500,000.

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)(ii9.2(a)(i) or Section 9.1(b)(i9.2(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 4.35.1, 4.115.2, 4.24 5.4, 5.5, 5.7 and 4.29 5.11 hereof, exceeds $35,000 550,000 (the “Basket”) and, in such event, the indemnifying party shall be required to only pay the entire amount of all such Losses and Expenses in excess of $10,000 (the “Deductible”)Basket.

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 35,000 (the “"Deductible”").

Limitations on Indemnification for Breaches of Representations and Warranties. (a) 039996.0183 NEW YORK 105505 v1 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 5,000 (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 5,000 (the “Deductible”).

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 25,000 (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 25,000 (the “"Deductible”").

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 5,000 (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 5,000 (the “Deductible”). Notwithstanding anything else contained herein, Evan shall not be required to pay any amounts in excess of $1,000,000 with respect to any claim for indemnification.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) 9.3 An indemnifying party shall not have any liability under Section 9.1(a)(i), Section 9.1(a)(ii) or 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 4.24, 4.29 and 4.29 5.6 hereof, exceeds $35,000 5,000.00 (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 5,000 (the “Deductible”).

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 5,000 (the “Deductible”). 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 9.1(a)(i), Section 9.1(a)(ii8.1(a)(ii) or Section 9.1(b)(i8.1(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 3.7 or 3.10 hereof, exceeds $35,000 15,000 (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 15,000 (the “"Deductible”").*