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 exceeds $10,000 (the “Basket”) (except for Losses and Expenses based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct under Section 4, for which the Basket shall not apply) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of the Basket. Notwithstanding anything else contained herein, the maximum liability Seller shall be required to pay hereunder, in the aggregate, shall be the aggregate amount of cash and shares of the Purchaser (valued as of their date of issuance) paid or delivered to the Seller (the “Cap”). In addition, if any Loss or Expense of Purchaser is covered by insurance, Seller shall not be required to indemnify Purchaser for the amount of such Losses or Expenses to the extent of such insurance proceeds and Seller shall only pay Purchaser the excess of the Losses and Expenses, if any, over such insurance proceeds, subject to the Cap. Following the Closing, other than in cases of fraud, this Article 9 shall be the sole and exclusive remedy of the parties hereto and their successors and assigns with respect to any and all claims for Losses and Expenses sustained or incurred arising out of this Agreement.

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 exceeds $10,000 50,000 (the “Basket”) (except for Losses and Expenses based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct under Section 44.3, for which the Basket shall not apply) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of the Basket. Notwithstanding anything else contained herein, the maximum liability Seller Xxxxxx shall be required to pay hereunder, in the aggregate, shall be the aggregate amount of cash and shares of the Purchaser (valued as of their date of issuance) paid or delivered to the Seller Sellers (the “Cap”). In addition, if any Loss or Expense of Purchaser is covered by insurance, Seller Xxxxxx shall not be required to indemnify Purchaser for the amount of such Losses or Expenses to the extent of such insurance proceeds and Seller Xxxxxx shall only pay Purchaser the excess of the Losses and Expenses, if any, over such insurance proceeds, subject to the Cap. Following the Closing, other than in cases of fraud, this Article 9 shall be the sole and exclusive remedy of the parties hereto and their successors and assigns with respect to any and all claims for Losses and Expenses sustained or incurred arising out of this Agreement.

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 exceeds $10,000 (the “Basket”) (except for Losses and Expenses based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct under Section 4, for which the Basket shall not apply) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of the Basket. Notwithstanding anything else contained herein, the maximum liability Seller Target shall be required to pay hereunder, in the aggregate, shall be the aggregate amount of cash and shares of the Purchaser Parent (valued as of their date of issuance) paid or delivered to the Seller Target (the “Cap”). In addition, if any Loss or Expense of Purchaser Parent is covered by insurance, Seller Target shall not be required to indemnify Purchaser Parent for the amount of such Losses or Expenses to the extent of such insurance proceeds and Seller Target shall only pay Purchaser Parent the excess of the Losses and Expenses, if any, over such insurance proceeds, subject to the Cap. Following the Closing, other than in cases of fraud, this Article 9 shall be the sole and exclusive remedy of the parties hereto and their successors and assigns with respect to any and all claims for Losses and Expenses sustained or incurred arising out of this Agreement.

Limitations on Indemnification for Breaches of Representations and Warranties. (a) An indemnifying party Indemnifying Party shall not have any liability under Section 9.1(a)(ii9.2(a)(i), 9.2(b)(i) or Section 9.1(b)(i9.3(a) hereof unless and until the aggregate amount of Losses and Expenses to the indemnified parties exceeds $10,000 (the “Basket”) (except for Losses and Expenses 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 under Section 4correct, for which other than the Basket shall not applyFundamental Representations, exceeds $300,000 (the “Threshold Amount”) and, in such event, the indemnifying party Indemnifying Party shall be required to pay only the entire amount of such Losses and Expenses in excess of the Basket. Notwithstanding anything else contained herein, the maximum liability Seller $300,000. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be required liable pursuant to Section 9.2(a)(i), 9.2(b)(i) or 9.3(a), as applicable, other than Losses based upon, attributable to or resulting from the failure of any Fundamental Representation to be true and correct, shall not exceed the $5,000,000 paid at the time any claim or action with respect thereto is asserted (the “Indemnification Cap”). (c) The amount of any indemnity provided herein shall be computed net of any third party insurance proceeds actually received by an Indemnified Party in connection with or as a result of any claim giving rise to an indemnification claim hereunder (reduced by any retroactive premium increase). If the indemnity amount is paid prior to an Indemnified Party’s actual receipt of insurance proceeds related thereto, and an Indemnified Party subsequently receives such insurance proceeds, then the Indemnified Party shall promptly pay hereunderto the Indemnifying Party the amount of insurance proceeds subsequently received (net of all related costs, expenses and other Losses), but not more, in the aggregate, than the indemnity amount paid by the Indemnifying Party. (d) The Indemnifying Party shall have no liability under any provision of this Agreement for any consequential damages, special damages or any multiple of damages (other than such damages payable by an Indemnified Party to or for the benefit of a third party). (e) The Seller Parties shall not be obligated to indemnify the aggregate amount of cash and shares Purchaser Indemnified Parties for any increase in Taxes attributable to or resulting from the treatment of the Purchaser (valued sale of the Shares by the Seller as an Asset Sale in excess of their date of issuance) any amounts actually paid or delivered to the Seller (the “Cap”pursuant to Sections 2.1(a)(iii) and 2.1(b)(iii). In addition, if any Loss or Expense of Purchaser is covered by insurance, Seller shall not be required to indemnify Purchaser for the amount of such Losses or Expenses to the extent of such insurance proceeds and Seller shall only pay Purchaser the excess of the Losses and Expenses, if any, over such insurance proceeds, subject to the Cap. Following the Closing, other than in cases of fraud, this Article 9 shall be the sole and exclusive remedy of the parties hereto and their successors and assigns with respect to any and all claims for Losses and Expenses sustained or incurred arising out of this Agreement.

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 exceeds $US$10,000 (the “Basket”) (except for Losses and Expenses based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct under Section 4Article 5, for which the Basket shall not apply) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of the Basket. Notwithstanding anything else contained herein, the maximum liability Seller IDEH shall be required to pay hereunder, in the aggregate, shall be the aggregate amount value of cash and shares Ordinary Shares of the Purchaser Surviving Company (valued as of their date the Closing of issuancethe proposed Merger) paid or delivered to retainable by IDEH shareholders immediately following the Seller Closing of the proposed Merger (the “Cap”). In addition, if any Loss or Expense of Purchaser IDEH is covered by insurance, Seller IDEH shall not be required to indemnify Purchaser Target for the amount of such Losses or Expenses to the extent of such insurance proceeds and Seller IDEH shall only pay Purchaser Target the excess of the Losses and Expenses, if any, over such insurance proceeds, subject to the Cap. Following the Closing, other than in cases of fraud, this Article 9 8 shall be the sole and exclusive remedy of the parties hereto and their successors and assigns with respect to any and all claims for Losses and Expenses against each other sustained or incurred arising out of this Agreement.