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

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. 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 35,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and ExpensesExpenses in excess of $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. 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 10,000 (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. An indemnifying party shall not have any liability under 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 $15,000 25,000 (the “"Basket”") and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and ExpensesExpenses in excess of $25,000 (the "Deductible"). Notwithstanding else contained hereinIn any event, the maximum liability the Sellers in the aggregate shall be required to pay hereunder shall be the amount of the Purchase Priceindemnifiable Losses and Expenses which may be recovered by either party shall not exceed $500,000.

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 4.34.7, 4.11, 4.24 4.16, 4.20, 4.27 and 4.29 5.6 hereof, exceeds $15,000 25,000 (the “"Basket”") and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and ExpensesExpenses in excess of the Basket. Notwithstanding else contained herein, the maximum The aggregate collective liability the of Sellers in the aggregate under this Agreement shall be required to pay hereunder shall be the amount of not exceed the Purchase Price.

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 5,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and ExpensesExpenses in excess of $5,000 (the “Deductible”). Notwithstanding anything else contained herein, the maximum liability the Sellers in the aggregate Evan shall not be required to pay hereunder shall be the amount any amounts in excess of the Purchase Price$1,000,000 with respect to any claim for indemnification.

Limitations on Indemnification for Breaches of Representations and Warranties. An indemnifying party shall not have any liability under 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 4.3, 4.11, 4.24 and 4.29 hereof, exceeds $15,000 25,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses. 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 PricePurchaser Common Stock plus Assumed Liabilities.