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) Neither the Signing Stockholders, the Selling Stockholders (including, in each case, indemnification through the Indemnity Escrow Account) nor the Owners shall be required to indemnify any Person under Section 9.2(a)(i) or Section 9.2(b)(i) hereof unless and only to the extent that the aggregate amount of Losses incurred by the indemnified parties 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 $750,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay, subject to the Cap, the entire amount of all such Losses in excess of that amount, provided that the Basket limitation shall not apply to Losses related to the failure to be true and correct of any of the representations and warranties set forth in Sections 4.1 (Capitalization), 4.2 (Authorization), 4.4 (Ownership), 4.6 (Financial Advisors), 5.1 (Organization), 5.2 (Authorization), 5.4 (Capitalization), 5.10 (Taxes), 5.15 (Employee Benefit Plans), 5.27 (Financial Advisors), 6.1 (Organization), 6.2 (Authorization) and 6.6 (Brokers and Other Advisors).

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Neither the Signing Stockholders, the Selling Stockholders (including, in each case, indemnification through the Indemnity Escrow Account) nor the Owners An indemnifying party shall be required to indemnify not have any Person liability under Section 9.2(a)(i8.2(a)(i) or Section 9.2(b)(i8.2(b)(i) hereof unless and only to the extent that the aggregate amount of Losses incurred by the indemnified parties 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 $750,000 150,000 (the “Basket”) and, in such event, and then only for the indemnifying party shall be required to pay, subject to the Cap, the entire amount of all by which such Losses in excess of that exceed the Basket amount, ; provided that the Basket limitation shall not apply to Losses related to the failure to be true and correct of any of the representations and warranties set forth in Sections 3.2 (Authorization of Agreement), 3.4 (Ownership and Transfer of Shares), 3.6 (Financial Advisors), 3.7 (Investment), 4.1 (Organization and Good Standing), 4.2 (Authorization of Agreement), 4.4 (Capitalization), 4.2 4.5 (AuthorizationSubsidiaries), 4.4 4.10 (OwnershipTaxes), 4.6 4.19 (Environmental Matters), 4.29 (Financial Advisors), 5.1 (OrganizationOrganization and Good Standing), 5.2 (AuthorizationAuthorization of Agreement), 5.4 (Capitalization), 5.10 (Taxes), 5.15 (Employee Benefit Plans), 5.27 5.5 (Financial Advisors), 6.1 (Organization), 6.2 (Authorization) and 6.6 5.6 (Brokers and Other Advisors)Investment Intent) hereto.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Neither the Signing Stockholders, the Selling Stockholders (including, in each case, indemnification through the Indemnity Escrow Account) nor the Owners An indemnifying party shall be required to indemnify not have any Person liability under Section 9.2(a)(i), Section 9.2(b)(i) or Section 9.2(b)(i9.2(c)(i) hereof unless and only to the extent that the aggregate amount of Losses incurred by the indemnified parties and indemnifiable thereunder hereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds $750,000 250,000 (the “BasketDeductible”) and, in such event, the indemnifying party shall be required to pay, subject to the Cap, pay the entire amount of all such Losses Losses, including the Deductible (subject to the other limitations contained in excess of that amountSection 9.4); provided, provided that the Basket Deductible limitation shall not apply to Losses related to the failure to be true and correct of any of the representations and warranties set forth in Sections 4.1 (Capitalizationorganization and good standing), 4.2 (Authorizationauthorization of agreement), 4.4 (Ownershipownership of the Seller), 4.6 4.7 (Financial Advisorstitle to purchased assets; sufficiency; fair consideration), 4.11 (employee benefits) and 4.16 (financial advisors), 5.1 (Organizationorganization and good standing), 5.2 (Authorization), authorization of agreement) 5.4 (Capitalization), 5.10 (Taxes), 5.15 (Employee Benefit Plans), 5.27 (Financial Advisors), ownership of the Seller) and 6.1 (Organizationorganization and good standing), 6.2 (Authorizationauthorization of agreement) and 6.6 or 6.4 (Brokers and Other Advisorsfinancial advisors) of this Agreement (collectively, the “Enumerated Sections”).

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Neither the Signing Stockholders, the Selling Stockholders (including, in each case, indemnification through the Indemnity Escrow Account) nor the Owners An indemnifying party shall be required to indemnify not have any Person liability under Section 9.2(a)(i8.2(a)(i) or Section 9.2(b)(i8.2(b)(i) hereof unless and only to the extent that the aggregate amount of Losses incurred by the indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct hereunder exceeds $750,000 50,000 (the “BasketDeductible”) and, in such event, the indemnifying party shall be required to pay, subject to the Cap, pay the entire amount of all such Losses in excess of that amountLosses, including the Deductible; provided that the Basket Deductible limitation shall not apply to Losses related to (x) the failure to be true and correct of any of the representations and warranties set forth in Sections 3.1 (authorization of agreement), 3.3 (ownership and transfer of purchased stock), 3.5 (financial advisors), 4.1 (Capitalizationorganization and good standing), 4.2 (Authorizationauthorization of agreement), 4.4 (Ownershipcapitalization), 4.6 4.5 (Financial Advisorssubsidiaries), 4.10 (taxes), 4.22 (accounts and notes receivable) and 4.29 (financial advisors), and 5.1 (Organizationorganization and good standing), 5.2 (Authorizationauthorization of agreement), 5.4 5.5 (Capitalizationsecurities representations), 5.10 5.6 (Taxesfinancial advisors), 5.15 5.7 (Employee Benefit Plansno bankruptcy) and 5.9 (solvency), 5.27 or (Financial Advisors), 6.1 (Organization), 6.2 (Authorizationy) and 6.6 (Brokers and Other Advisors)any indemnification claim arising out of any fraud on the part of the indemnifying party.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Neither the Signing Stockholders, the Selling Stockholders (including, in each case, indemnification through the Indemnity Escrow Account) nor the Owners An indemnifying party shall be required to indemnify not have any Person liability under Section 9.2(a)(i8.2(a)(i) or Section 9.2(b)(i8.2(b)(i) hereof unless and only to the extent that the aggregate amount of Losses incurred by the indemnified parties 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 $750,000 500,000 (the “Basket”) and, in such event, which case the indemnifying party shall be required to pay, subject pay only to the Cap, the entire amount extent of all such Losses in excess of that such amount, ; provided that the Basket limitation shall not apply to Losses related to the failure to be true and correct of any of the representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Authorization), 3.4 (Ownership), 3.6 (Financial Advisors), 4.1 (CapitalizationOrganization), 4.2 (Authorization), 4.4 (OwnershipCapitalization), 4.6 4.5 (Subsidiaries), 4.10 (Taxes), 4.15 (Employee Benefit Plans), 4.19 (Environmental), 4.29 (Financial Advisors), 5.1 (Organization), 5.2 (Authorization), 5.4 (Capitalization), 5.10 (Taxes), 5.15 (Employee Benefit Plans), 5.27 ) and 5.6 (Financial Advisors), 6.1 ) hereof. The Selling Stockholders obligations in respect of Section 8.2(a)(v) shall be as described (Organization), 6.2 (Authorizationincluding the limitations thereto) and 6.6 (Brokers and Other Advisors)in Section 8.2(a)(v) of the Disclosure Schedule.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Neither the Signing Stockholders, the Selling Stockholders (including, in each case, indemnification through the Indemnity Escrow Account) nor the Owners An indemnifying party shall be required to indemnify not have any Person liability under Section 9.2(a)(i8.2(a)(i) or Section 9.2(b)(i8.2(b)(i) hereof unless and only to the extent that the aggregate amount of Losses incurred by the indemnified parties 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 $750,000 RMB200,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay, subject to the Cap, pay the entire amount of all such Losses in excess of that amount, Losses; provided that the Basket limitation shall not apply to Losses related to the failure to be true and correct of any of the representations and warranties set forth in Sections 4.1 3.1 (CapitalizationOrganization and Good Standing), 4.2 3.2 (AuthorizationAuthorization of Agreement), 4.4 3.4 (OwnershipOwnership and Transfer of Equity Interests), 4.6 3.6 (Financial Advisors), 5.1 4.1 (OrganizationOrganization and Good Standing), 5.2 4.2 (AuthorizationAuthorization of Agreement), 5.4 4.4 (Capitalization), 5.10 4.5 (Subsidiaries), 4.10 (Taxes), 5.15 4.15 (Employee Benefit Plans), 5.27 4.19 (Environmental Matters) and 4.28 (Financial Advisors), 6.1 and 5.1 (OrganizationOrganization and Good Standing), 6.2 5.2 (AuthorizationAuthorization of Agreement) and 6.6 5.6 (Brokers and Other Financial Advisors)) hereof.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) Neither the Signing Stockholders, the Selling Stockholders (including, in each case, indemnification through the Indemnity Escrow Account) nor the Owners An indemnifying party shall be required to indemnify not have any Person liability under Section 9.2(a)(i) or Section 9.2(b)(i) hereof unless and only to the extent that the aggregate amount of Losses incurred by the indemnified parties Parties 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 $750,000 1,500,000 (the “"Indemnification Basket”") and, in such event, the indemnifying party shall be required to pay, subject to the Cap, pay the entire amount of all such Losses Losses, in excess of that amount, $1,500,000; provided that the Indemnification Basket limitation shall not apply to Losses related to the failure to be true and correct of any of the representations and warranties set forth in Sections 3.1 (Authorization), 3.4 (Ownership), 3.5 (Financial Advisors), 3.6 (Investor Representations), 4.1 (CapitalizationOrganization), 4.2 (Authorization), 4.4 (OwnershipCapitalization), 4.6 4.5 (Subsidiaries and Affiliated Entities), 4.15 (Employee Benefit Plans), 4.25 (Financial Advisors), 5.1 (Organization), ) and 5.2 (Authorization), 5.4 (Capitalization), 5.10 (Taxes), 5.15 (Employee Benefit Plans), 5.27 (Financial Advisors), 6.1 (Organization), 6.2 (Authorization) and 6.6 (Brokers and Other Advisors)hereof.