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 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. (a) An indemnifying party shall not have any liability under Section 11.2(a)(i9.2(a)(i) or Section 11.2(b)(i9.2(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)correct, 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 hereofFundamental Representations, exceeds $1,700,000 5,000,000 (the "“Basket")”) and, in which casesuch event, only the Losses in excess indemnifying party shall be required to pay the entire amount of such amount of Loss shall be coveredLosses and Expenses. (b) Sellers Neither the Weatherford Entities nor the Schlumberger Entities shall not be required to indemnify any Person under Sections 9.2(a)(i) or 9.2(b)(i) for an aggregate amount of Losses exceeding $350,000,000 (the “Cap”) in connection with Losses related to the breach of any representation and Expenses above warranty of the amount Weatherford Entities or the Schlumberger Entities in Articles V and VI, respectively other than for the breach of Sellers' Indemnity Escrow Fundany Fundamental Representation; provided, which shall be that if a Loss is subject to indemnification under both (x) Section 9.2(a)(i) or Section 9.2(b)(i) and (y) Section 9.2(a)(iii) or Section 9.2(b)(iii), then the sole source of payment of such amounts, and Purchaser Cap 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 Fundapply. (c) For Except with respect to the first sentence of Section 5.6 and Section 6.6, 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)hereunder, any materiality or material adverse effect Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be ignored.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) An indemnifying party shall not have any liability under Section 11.2(a)(i9.1(a)(ii) or Section 11.2(b)(i9.1(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)correct, other than the representations and warranties set forth in Sections 5.14.3, 5.24.11, 5.8, 5.16 4.24 and 6.1, 6.2 and 6.5 4.29 hereof, exceeds $1,700,000 25,000 (the "“Basket")”) and, in which casesuch event, only the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of such amount of Loss $25,000 (the “Deductible”). The Seller's indemnification obligation hereunder shall be covered. limited to the Purchase Price (bas adjusted per Section 2.3(a) Sellers of this Agreement), and the Purchaser's initial recourse for any claims for indemnification hereunder shall not be required the then outstanding principal balance due under the Notes which shall be reduced pro rata amongst the Sellers. Purchaser shall have the right to indemnify any Person for an aggregate offset against the amount of Losses and Expenses above due under the Notes the amount of Sellers' Indemnity Escrow Fund, which shall be any indemnification claims it has after satisfaction of all the sole source of payment of such amounts, and Purchaser shall not be required to indemnify any Person procedures for an aggregate amount of Expenses and Losses under Section 11.2(b)(i) above the amount of Purchaser's Indemnity Escrow Fundindemnification set forth in this Article 9. (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. Other than the representations and warranties set forth in Section 3.2 (aAuthorization of Agreement), Section 3.6 (Ownership and Transfer of Shares), Section 3.10 (Certain Tax Matters), Section 3.20 (Financial Advisors), Section 4.2 (Authorization of Agreement) An and Section 4.6 (Financial Advisors), an indemnifying party shall not have any liability Liability under Section 11.2(a)(i) or Section 11.2(b)(i) hereof Sections 7.1.1.1 and 0.0.0.0: 7.2.1 with respect to any individual claim for the breach of a representation and warranty, unless and until the aggregate Losses claimed exceed Fifteen Thousand Dollars ($15,000) (the "De Minimis Amount"); 7.2.2 unless and until the total amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure breach 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 all representations and warranties set forth warranties, exceeds, in Sections 5.1the aggregate, 5.2, 5.8, 5.16 and 6.1, 6.2 and 6.5 hereof, exceeds an amount equal to One Hundred Fifty Thousand Dollars ($1,700,000 150,000) (the "BasketDeductible"), in which case, disregarding any individual claim that does not exceed the De Minimis Amount and then only to the extent that such Losses exceed the Deductible; 7.2.3 for any Losses in excess of such an amount equal to ten percent (10%) in the aggregate of Loss shall be covered. the Final Purchase Price (bthe "Cap") Sellers shall not be required to indemnify any Person for an aggregate once the total amount of Losses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the breach of all representations and Expenses above warranties equals or exceeds the amount Cap; and 7.2.4 in any event, where the indemnified party had actual knowledge, at the time the representation and warranty was made, of Sellers' Indemnity Escrow Fund, the inaccuracy of the representation and warranty (or facts giving rise thereto) causing the Loss for which shall be the sole source of payment of such amounts, and Purchaser shall not be required claim 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 Fundindemnification is made. (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. (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 Notwithstanding anything herein to the indemnified parties finally determined contrary, Purchaser must give notice to arise thereunder based uponthe Holder Representative, attributable and Holder Representative must give notice to or resulting from the failure Purchaser, of any Indemnification Claim relating to a breach of a representation or warranty in writing in reasonable detail prior to September 30, 2005; provided, however, that Indemnification Claims relating to Section 5.19 and Section 11.2(a)(i)(B) hereof may be true and correct (unless such failure is made prior to the result third anniversary of the indemnifying party's fraud or willful misconductClosing and, provided, further, however, that Indemnification Claims relating to Sections 5.2, 5.4, 5.10, 5.20, 6.2, 6.4, 6.6, 6.7(a), other than 6.7(i), 6.8, 7.2, 7.4, 7.6, 8.2, 8.6 or 8.8 hereof may be made prior to the representations and warranties expiration of the applicable statute of limitations with respect to such matter. Any Indemnification Claim relating to a breach of a representation or warranty made prior to or on the applicable dates set forth above in Sections 5.1, 5.2, 5.8, 5.16 this Section 11.5 shall survive until resolved in accordance with the terms hereof. Any Indemnification Claim relating to a breach of a representation and 6.1, 6.2 warranty not made by on or prior to the applicable dates set forth above in this Section 11.5 will be irrevocably 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 coveredunconditionally released and waived. (b) Sellers Notwithstanding the provisions of this Article XI, the Selling Holders shall not be required to indemnify have any Person indemnification obligations for an EMED Losses under Section 11.2(a)(i)(A) for breaches of representations and warranties or under Section 11.2(a)(i)(B), unless the aggregate amount of all such EMED Losses exceeds one million dollars ($1,000,000), and Expenses above then only to the amount of Sellers' Indemnity Escrow Fund, which shall be the sole source of payment extent of such amounts, and Purchaser excess; provided however that such limitation shall not be required apply to indemnify any Person for an aggregate amount breach 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(aa representation contained in Sections 5.2, 5.4, 5.10, 5.20, 6.2, 6.4, 6.6, 6.7(a), any materiality or material adverse effect qualifications in the representations6.7(b), warranties6.7(c), covenants 6.7(i), 6.8, 7.2, 7.4 and agreements shall be ignored7.