Common use of Limitations on Indemnification of Seller Clause in Contracts

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 Indemnitees provided for in this Agreement shall be subject to the following limitations: (a) any claim by a Seller Indemnitee for indemnification pursuant to Section 8.3(a) shall be required to be made by delivering notice to Buyer no later than the nine (9) month anniversary of the Closing Date; (ii) any claim by a Seller Indemnitee for indemnification pursuant to Section 8.3(b) may be made at any time on or prior to the four (4) year anniversary of the Closing Date; (iii) any covenants or obligations described in Section 8.3(c) shall survive in accordance with their terms; (iv) any claim by a Seller Indemnitee for indemnification pursuant to Sections 8.3(d) and 8.3(e) may be made at any time following the Closing Date; and (v) claims related to fraud may be made at any time following the Closing Date. (b) Notwithstanding anything in this Article VIII to the contrary, (i) Purchaser the Seller Indemnitees shall not be responsible, entitled to recover from Buyer or the Acquired Company under this Article 8 with respect to claims pursuant to Section 8.01(i8.3(a) unless and until the aggregate amount of all Losses suffered or incurred by all Seller Indemnitees under Section 8.3(a) exceeds the Basket. Once the aggregate amount of Losses suffered or incurred by the Seller Indemnitees pursuant to Section 8.3(a) exceeds the Basket, the Seller Indemnitees shall be entitled to indemnification only for the amount of all claims for Losses in excess of the Basket made by the Seller Indemnitees pursuant to Section 8.3(a) (and subject to the other limitations contained herein). For purposes of clarity, in no event shall the Basket apply with respect to any Losses relating to a claim for indemnification pursuant to Sections 8.3(b), for any indemnifiable Losses suffered by any Seller Indemnitee arising out of a breach of any representation 8.3(c), 8.3(d) or warranty of Purchaser herein unless a claim therefor is asserted in writing within two years after the Closing Date (except that 8.3(e) or 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, fraud. (iic) 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 The maximum liability of Purchaser hereunder, pursuant Buyer and the Acquired Company under Section 8.3(a) (other than with respect to Section 8.01(ifraud) or (ii), for Losses suffered by the Seller Indemnitees shall in no event exceed $50 millionthe General Cap. For purposes of clarity, in no event shall the General Cap apply with respect to any Losses relating to a claim for indemnification pursuant to Sections 8.3(b), 8.3(c), 8.3(d) or 8.3(e) or in the case of fraud. (d) The limitations set forth in this Section 8.4 shall in no way limit the rights of the Seller Indemnitees in the case of fraud.