Limitations on Indemnification of Seller. Notwithstanding any other provision of this Article IX, the indemnification by Buyer of Seller Indemnified Persons provided for in Section 9.02(b)(i) of this Agreement shall be subject to the following limitations and conditions:
Limitations on Indemnification of Seller. Notwithstanding anything in this Article VIII to the contrary, (i) Purchaser shall not be responsible, pursuant to Section 8.01(i), for any indemnifiable Losses suffered by any Seller Indemnitee arising out of a breach of any representation or warranty of Purchaser herein unless a claim therefor is asserted in writing within two years after the Closing Date (except that in the case of a breach of a representation or warranty contained in Section 4.16, such claim must be asserted in writing prior to the expiration of the applicable statute of limitations applicable to the underlying Tax taking all extensions into account), failing which such claim shall be waived and extinguished, (ii) Purchaser shall not be liable, pursuant to Section 8.01(i), for (x) any Losses suffered by any Seller Indemnitee unless the aggregate of all Losses suffered by the Seller Indemnitees exceeds, on a cumulative basis, an amount equal to $400,000, provided, that the Seller Indemnitees shall then be entitled to recover the full amount of such Losses, including any Losses included in such threshold amount or (y) any individual items where the Loss relating thereto is less than $25,000, provided, that the Seller Indemnitees shall then be entitled to recover the full amount of such Losses, including any Losses included in such threshold amount, and (iii) the aggregate liability of Purchaser hereunder, pursuant to Section 8.01(i) or (ii), for Losses suffered by the Seller Indemnitees shall in no event exceed $50 million.
Limitations on Indemnification of Seller. The indemnification of the Seller provided for under paragraph (a) of Section 8.3 shall be limited in certain respects as follows:
Limitations on Indemnification of Seller. (a) Any claim by a Seller Indemnitee for indemnification pursuant to Section 8.2(a) shall be required to be made by delivering notice to Buyer no later than the eighteen (18) month anniversary of the Closing Date. Notwithstanding the foregoing, the representations and warranties made by Buyer in Section 4.1 [Organization; Authority] and Section 4.3 [Brokerage] (the “Buyer Fundamental Reps”) and Fraud Claims shall survive indefinitely.
Limitations on Indemnification of Seller. The aggregate indemnification obligations of the Seller under this Agreement shall not exceed the Holdback Amount; provided that the foregoing limitation shall not apply to (i) claims under Sections 6.2(b)-(c), which shall be limited to an amount equal to the sum of (A) the Closing Payment, plus (B) the amount of the Holdback Amount, or (ii) claims based on intentional misconduct, criminal conduct or fraud, for which the indemnification obligations hereunder shall be unlimited.
Limitations on Indemnification of Seller. Except as set forth in the last and next to last sentence of this Section 9.5, Seller will have no liability for money Damages under Section 9.2 unless and until the aggregate Damages claimed under Section 9.2(a) exceed $50,000 (individual claims of less than $5,000 that are not reasonably related to other claims shall not be included in the calculation of such $50,000); provided, however, that if the aggregate Damages claimed under Section 9.2(a) exceed $50,000, then Seller's liability will relate back to and include the first dollar of aggregate Damages so claimed, in which case Seller's liability will relate back to and include the first dollar of aggregate Damages so claimed.
