Common use of Limitations on Indemnification Obligations of Purchaser Clause in Contracts

Limitations on Indemnification Obligations of Purchaser. Notwithstanding any other provision of this Agreement: (a) Purchaser shall not be liable under Section 10.03(a) or Section 10.03(b)(i) until the aggregate amount of Covered Losses under Section 10.03(a) for which notice was timely received in accordance with Section 10.01 exceeds the Basket Amount, at which time Purchaser shall be liable for all such Covered Losses (including all Covered Losses included within such Basket Amount), except that claims related to any breach of or inaccuracy in the Purchaser Fundamental Representations shall not be subject to any such limits; (b) Purchaser shall not be liable under Section 10.03(a) or Section 10.03(b)(i) for any Covered Loss (including any series of related Covered Losses) unless such Covered Loss (including any series of related Covered Losses) equals or exceeds the De Minimis Threshold, nor shall any Covered Loss that does not meet the De Minimis Threshold be considered in determining whether the Basket Amount has been met; provided, however, that claims related to any breach of or inaccuracy in the Purchaser Fundamental Representations shall not be subject to the De Minimis Threshold; (c) Purchaser shall have no Liability for Covered Losses arising under Section 10.03(a) or Section 10.03(b)(i) in excess of twenty percent (20%) of the Shared Loss Cap, except that claims related to any breach of or inaccuracy in the Purchaser Fundamental Representations shall not be subject to any such limit; and (d) notwithstanding any provision of this Agreement to the contrary, any Covered Losses arising from fraud, intentional misrepresentation based on the representations and warranties set forth in Article V or willful and malicious breaches of this Agreement by Purchaser shall not be subject to this Section 10.05 or any other limitation set forth in this Agreement.

Limitations on Indemnification Obligations of Purchaser. Notwithstanding any other provision The obligations of this AgreementPurchaser pursuant to the provisions of Section 6.3 are subject to the following limitations: (a) Purchaser’s representations and warranties made in Article IV (the “Purchaser shall not be liable under Warranties”), and the Seller Indemnitees’ corresponding rights to indemnification pursuant to Section 10.03(a) or Section 10.03(b)(i6.3(a), will survive the Closing (and none will merge into any instrument of conveyance) until the aggregate amount of Covered Losses under Section 10.03(a) for which notice was timely received in accordance with Section 10.01 exceeds date that is 12 months after the Basket Amount, at which time Purchaser shall be liable for all such Covered Losses (including all Covered Losses included within such Basket Amount), except that claims related to any breach of or inaccuracy in the Purchaser Fundamental Representations shall not be subject to any such limits; (b) Purchaser shall not be liable under Section 10.03(a) or Section 10.03(b)(i) for any Covered Loss (including any series of related Covered Losses) unless such Covered Loss (including any series of related Covered Losses) equals or exceeds the De Minimis Threshold, nor shall any Covered Loss that does not meet the De Minimis Threshold be considered in determining whether the Basket Amount has been metClosing; provided, however, that claims related if, at any time prior to the expiration of the representations and warranties in Article IV, any Seller Indemnitee (acting in good faith) delivers to Purchaser a Claim Notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties and asserting a claim for recovery under Section 6.3(a) for which the Seller Indemnitee reasonably expects to incur Damages, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. If the claim with respect to which such Claim Notice is given has been definitively withdrawn or inaccuracy resolved in favor of Purchaser, the Seller Indemnitee will promptly so notify Purchaser. (b) The Seller Indemnitees will not be entitled to recover under Section 6.3(a) for inaccuracies, breaches or alleged inaccuracies or breaches of the Purchaser Fundamental Representations shall not Warranties until the total amount that Seller Indemnitees would recover under Section 6.3(a) but for this Section 6.4(b) exceeds $25,000 (the “Purchaser Basket”). If such amount exceeds the Purchaser Basket, then the Seller Indemnitees will be subject entitled to recover all Damages in excess of the De Minimis Threshold;Purchaser Basket. (c) The Purchaser shall have no Liability for Covered Losses arising under Section 10.03(a) or Section 10.03(b)(i) in excess of twenty percent (20%) Warranties, and the covenants and obligations of the Shared Loss CapPurchaser, except and the rights and remedies that claims related to any breach of or inaccuracy in may be exercised by the Purchaser Fundamental Representations Seller Indemnitees, shall not be subject to limited or otherwise affected by or as a result of the information furnished to, or any such limit; and (d) notwithstanding any provision of this Agreement to the contraryinvestigation made by or Knowledge of, any Covered Losses arising from fraud, intentional misrepresentation based on of the representations and warranties set forth in Article V or willful and malicious breaches of this Agreement by Purchaser shall not be subject to this Section 10.05 Seller Indemnitees or any other limitation set forth in this Agreementof their representatives.