Common use of Limitations on Indemnification Obligations Clause in Contracts

Limitations on Indemnification Obligations. No Claim may be made against Seller on the one hand, or Buyer, on the other hand, for indemnification pursuant to this Article XI with respect to any individual Claim, unless the aggregate of (i) all Claims of the Buyer Indemnified Parties with respect to Section 11.2 or (ii) all Claims of the Seller Indemnified Parties with respect to Section 11.3, shall exceed $100,000 and, in such event Seller on the one hand, or Buyer, on the other hand shall be required to pay the aggregate amount of any such Claims, subject to the limitations described in the following sentence. Additionally, except as otherwise provided herein, (a) the aggregate amount of all Claims payable by Seller to the Buyer Indemnified Parties shall not exceed $1,000,000, and (b) the aggregate amount of all Claims payable by Buyer to the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding, any and all Claims by a Buyer Indemnified Party against Seller for indemnification relating to any claim by a customer, in connection with his Transferring Client Account, for claims arising or accruing prior to the Closing Date shall not be subject to, or included in calculating the limitations contained in this Section 11.5.

Limitations on Indemnification Obligations. No Claim may be made against Seller on the one hand, or Buyer, on the other hand, Any recovery by Buyer for indemnification pursuant to this Article XI with respect to any individual Claim, unless the aggregate of (i) all Claims of the Buyer Indemnified Parties with respect to Section 11.2 or (ii) all Claims of the Seller Indemnified Parties with respect to Section 11.3, shall exceed $100,000 and, in such event Seller on the one hand, or Buyer, on the other hand shall be required to pay the aggregate amount of any such Claims, subject to the limitations described in the following sentence. Additionally, except limited as otherwise provided herein, follows: (a) the aggregate amount of all Claims payable by Seller to the Buyer Indemnified Parties shall not exceed $1,000,000be entitled to any recovery unless a claim for indemnification is made in accordance with Section 7.2, so as to constitute a Valid Claim Notice, and within the time period of survival set forth in Section 7.3; (b) Buyer shall not be entitled to recover any amount for indemnification claims under Section 7.1(a)(i) unless and until the amounts that Buyer is entitled to recover in respect of such claims exceed, in the aggregate, $200,000 (the “Deductible”), in which event (subject to clause (c) below) the entire amount that Buyer is entitled to recover in respect of such claims less the Deductible shall be payable; and (c) the maximum amount recoverable by Buyer for indemnification claims under Section 7.1(a)(i) shall in the aggregate amount be equal to 50% of all Claims payable amounts paid at the time of each claim or thereafter by Buyer to Seller under this Agreement (the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding“Cap”) ; provided, any however, that such limitations in (b) and all Claims by a Buyer Indemnified Party against Seller for indemnification relating to any claim by a customer, in connection with his Transferring Client Account, for claims arising or accruing prior to the Closing Date (c) shall not be subject toapply in respect of any indemnification obligations of Seller arising as a result of the untruth or inaccuracy of any representation or warranty set forth in Sections 4.2 (Authorization), or 4.6 (Title to Purchased Assets) or 4.11 (No Finder). No Claims and Losses shall be included in calculating determining whether the limitations contained in this Section 11.5Deductible has been reached unless a Valid Claim Notice seeking indemnification for such Claims and Losses has been given by Buyer to Seller.

Limitations on Indemnification Obligations. No Claim may (a) The Sellers and Stockholders shall not be made against Seller on liable to indemnify the one hand, or Buyer, on the other hand, Buyer Indemnitees for indemnification breaches of representations and warranties pursuant to this Article XI Sections 12.2(a)(i) or 12.2(b)(i) (except for claims with respect to any individual ClaimSections 3.1, unless 3.2, 3.3, 3.4, 3.5, 3.6(e), 3.15, 3.17, 3.34, 3.36, 4.1 and 4.2 and the closing certificates in Section 8.1 insofar as they relate to such representations and warranties (the representation and warranties contained in such sections and certificates being the “Seller Excluded Representations”)) until the aggregate of (i) all Claims of Damages incurred by the Buyer Indemnified Parties Indemnitees for which indemnification may be sought but for this sentence exceeds $350,000 (the “Basket Amount”), at which point the Buyer Indemnitees shall only be entitled to seek indemnification for the amount by which such Damages exceed the Basket Amount. The Seller Indemnitees may not make any claim for indemnification for breaches of representations and warranties pursuant to Section 12.3(i) (except for claims with respect to Sections 5.1 and 5.2, and the closing certificates in Section 11.2 or 9.1 insofar as they relate to such representations and warranties (iithe representations and warranties contained in such sections and certificates being 60 the “Buyer Excluded Representations”)) all Claims of until the aggregate Damages incurred by the Seller Indemnified Parties with respect to Section 11.3Indemnitees for which indemnification may be sought but for this sentence exceeds the Basket Amount, shall exceed $100,000 and, in such event Seller on the one hand, or Buyer, on the other hand shall be required to pay the aggregate amount of any such Claims, subject to the limitations described in the following sentence. Additionally, except as otherwise provided herein, (a) the aggregate amount of all Claims payable by Seller to the Buyer Indemnified Parties shall not exceed $1,000,000, and (b) the aggregate amount of all Claims payable by Buyer to at which point the Seller Indemnified Parties Indemnitees shall also not only be entitled to seek indemnification for the amount by which such Damages exceed $1,000,000. The foregoing notwithstanding, any and all Claims by a Buyer Indemnified Party against Seller for indemnification relating to any claim by a customer, in connection with his Transferring Client Account, for claims arising or accruing prior to the Closing Date shall not be subject to, or included in calculating the limitations contained in this Section 11.5Basket Amount.

Limitations on Indemnification Obligations. No Claim may be made against Seller The obligation of the Sellers to indemnify and hold harmless the Buyer Indemnified Parties, on the one hand, or Buyer, on and the other hand, Buyer to indemnify and hold harmless the Sellers Indemnitees for indemnification their Damages pursuant to this Article XI with respect to any individual Claiman indemnification claim (under than under Section 10.2.3), unless shall only apply after such Losses exceed One Hundred Fifty Thousand Dollars ($150,000) in the aggregate of (i) all Claims of the “Deductible”), after which, the Buyer Indemnified Parties with respect to Section 11.2 or (ii) all Claims of the Seller Indemnified Parties with respect to Section 11.3, shall exceed $100,000 and, in such event Seller on the one hand, or Buyer, on the other hand Indemnitees shall be required entitled to pay recover the aggregate full amount of any and all such Claims, subject to Damages in excess of the limitations described in Deductible. In no event shall the following sentence. Additionally, except as otherwise provided herein, Seller’s indemnification obligations under this Article X exceed One Million Dollars (a) the aggregate amount of all Claims payable by Seller to the Buyer Indemnified Parties shall not exceed $1,000,000) (the “Cap”); provided, that Damages that are based on the fraud of Seller or on breaches of the representations of Seller in Sections 4.1 and 4.2 hereof (bthe “Excluded Claims”) the aggregate amount of all Claims payable by Buyer to the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding, any and all Claims by a Buyer Indemnified Party against Seller for indemnification relating to any claim by a customer, in connection with his Transferring Client Account, for claims arising or accruing prior to the Closing Date shall not be subject toto the Cap; provided, further, that the Seller’s aggregate obligation for all Damages, including any Damages from Excluded Claims, shall not exceed the Purchase Price. The Buyer acknowledges that it has had the opportunity to conduct due diligence and investigation with respect to this transaction. The Buyer further acknowledges that, to the extent the Buyer, or included any of the Buyer’s advisors, agents, consultants or representatives, by reason of such due diligence and investigation or otherwise, knew that any representation and warranty made herein by the Seller is inaccurate or untrue, this constitutes a release and waiver of any and all actions, claims, suits, damages or rights to indemnity, at law or in calculating equity, against the limitations contained in this Section 11.5Seller by the Buyer arising out of breach of that specific representation and warranty (but not with respect to every representation or warranty made within the same section or paragraph). Nothing herein shall be deemed to limit or waive the Buyer’s rights against the Seller arising out of any other representation and warranty made herein by the Seller.

Limitations on Indemnification Obligations. No Claim may (a) The Merger Stockholders shall not be made against Seller on liable to indemnify the one hand, or Buyer, on the other hand, Parent Indemnitees for indemnification breaches of representations and warranties pursuant to this Article XI Sections 10.2(a)(i) (except for claims with respect to any individual ClaimSections 3.1, unless 3.2, 3.3, 3.4, 3.5, 3.15, 3.17, 3.29 and 3.31 and the closing certificate in Section 6.1 insofar as it relates to such representations and warranties (the representation and warranties contained in such sections and certificate being the “Stockholder Fundamental Representations”)) until the aggregate Damages incurred by the Parent Indemnitees for which indemnification may be sought but for this sentence exceeds $460,000 (the “Basket Amount”), at which point the Parent Indemnitees shall only be entitled to seek indemnification for the amount by which such Damages exceed the Basket Amount. The Stockholder Indemnitees may not make any claim for indemnification for breaches of representations and warranties pursuant to Section 10.3(i) (i) all Claims of the Buyer Indemnified Parties except for claims with respect to Sections 4.1 and 4.2, and the closing certificate in Section 11.2 or 7.1 insofar as they relate to such representations and warranties (ii) all Claims of the Seller Indemnified Parties with respect to Section 11.3, shall exceed $100,000 and, representations and warranties contained in such event Seller on sections and certificate being the one hand, or Buyer, on the other hand shall be required to pay “Parent Fundamental Representations”)) until the aggregate Damages incurred by the Stockholder Indemnitees for which indemnification may be sought but for this sentence exceeds the Basket Amount, at which point the Stockholder Indemnitees shall only be entitled to seek indemnification for the amount of any by which such Claims, subject to Damages exceed the limitations described in the following sentence. Additionally, except as otherwise provided herein, (a) the aggregate amount of all Claims payable by Seller to the Buyer Indemnified Parties shall not exceed $1,000,000, and (b) the aggregate amount of all Claims payable by Buyer to the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding, any and all Claims by a Buyer Indemnified Party against Seller for indemnification relating to any claim by a customer, in connection with his Transferring Client Account, for claims arising or accruing prior to the Closing Date shall not be subject to, or included in calculating the limitations contained in this Section 11.5Basket Amount.

Limitations on Indemnification Obligations. No Claim (a) The amount which Marcam Solutions or MAPICS (each, an "Indemnifying Party") is or may be made against Seller on the one hand, or Buyer, on the other hand, for indemnification pursuant to this Article XI with respect to any individual Claim, unless the aggregate of (i) all Claims of the Buyer Indemnified Parties with respect to Section 11.2 or (ii) all Claims of the Seller Indemnified Parties with respect to Section 11.3, shall exceed $100,000 and, in such event Seller on the one hand, or Buyer, on the other hand shall be required to pay to Marcam Solutions Indemnitees or MAPICS Indemnitees, as the aggregate case may be (each, an "Indemnitee") pursuant to Section 5.01 or Section 5.02 shall be reduced (including, without limitation, retroactively) by any proceeds of Policies actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss that is the subject of indemnification under Section 5.01 or 5.02. If an Indemnitee shall have received the payment (an "Indemnity Payment") required by this Agreement from an Indemnifying Party in respect of any Loss and shall subsequently actually receive proceeds of Policies or other amounts in respect of such Loss, then such Indemnitee shall pay, to such Indemnifying Party a sum equal to the amount actually received (up to but not in excess of the amount of any such Claims, subject Indemnity Payment made hereunder). An insurer who would otherwise be obligated to the limitations described in the following sentence. Additionally, except as otherwise provided herein, (a) the aggregate amount of all Claims payable by Seller to the Buyer Indemnified Parties shall not exceed $1,000,000, and (b) the aggregate amount of all Claims payable by Buyer to the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding, any and all Claims by a Buyer Indemnified Party against Seller for indemnification relating to pay any claim by a customer, in connection with his Transferring Client Account, for claims arising or accruing prior to the Closing Date shall not be subject torelieved of the responsibility with respect thereto, or included solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to any benefit they would not be entitled to receive in calculating the limitations contained in absence of this Section 11.5Article V by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. No Claim may (a) Notwithstanding anything to the contrary in Section 7.2(a) or (b), in no event shall the Sellers be made against Seller on the one hand, or Buyer, on the other hand, for required to provide indemnification pursuant to under this Article XI VII: (i) unless and until the Purchaser Indemnified Parties shall have incurred aggregate indemnifiable Losses under this Article VII of at least fifty thousand dollars ($50,000) (the “Seller Indemnification Deductible”), at which point the Sellers shall be required to provide indemnification only with respect to any individual Claim, unless the aggregate such indemnifiable Losses in excess of (i) all Claims of the Buyer Indemnified Parties with respect to Section 11.2 such amount; or (ii) all Claims for aggregate indemnifiable Losses under this Article VII in excess of the Seller Indemnified Parties with respect to Section 11.3Indemnification Cap; provided, shall exceed $100,000 andhowever, in such event that neither the Seller on Indemnification Deductible nor the one hand, or Buyer, on the other hand Seller Indemnification Cap shall be required applicable to pay the aggregate amount any Losses resulting from: (A) any breach of any such Claims, subject to covenant or agreement of any of the limitations described Companies or any of the Sellers set forth in this Agreement or any inaccuracy in the following sentence. Additionally, except as otherwise provided herein, (a) the aggregate amount of all Claims payable by Seller to the Buyer Indemnified Parties shall not exceed $1,000,000, and (b) the aggregate amount of all Claims payable by Buyer to the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding, any and all Claims by a Buyer Indemnified Party against Seller for indemnification Closing Certificate relating to any claim of such covenants or agreements; (B) any willful or intentional breach of this Agreement by a customer, in connection with his Transferring Client Account, for claims arising any of the Companies or accruing prior any of the Sellers; (C) any fraud by any of the Companies or any of the Sellers related to the Closing Date shall not be subject totransactions contemplated hereby; (D) any breach of, or included inaccuracy in, any of the Seller Fundamental Representations or any inaccuracy in calculating the limitations contained Seller Closing Certificate relating to any of the Seller Fundamental Representations; or (E) any of the matters described in this Section 11.57.2(a)(iv), (v), or (vi).