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 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)(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) 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)(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)(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 or any breach hereof, exceeds $35,000 150,000 (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”), up to a maximum of $1,000,000.

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 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)(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)(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 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)(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”").