Limitations on Indemnification of the Purchaser. Except as otherwise set forth in this Agreement, the indemnification of the Purchaser Indemnitees provided for in this Agreement shall be subject to the following limitations and conditions set forth in this Section 7.2:
Limitations on Indemnification of the Purchaser. (a) The covenants of each Vendor contained in this Agreement, the Vendors’ Fundamental Representations and the corresponding indemnification obligations in Section 6.1.1 are assumed and given separately by such Vendor with respect to itself only, in each case up to each such Vendor’s Designated Percentage of such Losses and subject to the other limitations set forth in this Article 6.
Limitations on Indemnification of the Purchaser. No Indemnified Claim may be brought under Section 5.01 against one or more of the Stockholders until the amount of the Indemnified Claim or the aggregate amount of all Indemnified Claims that have not yet been paid to an Indemnitee exceed $100,000. In no event shall the Stockholders be liable to pay in the aggregate more than the Initial Purchase Price pursuant to their duty to indemnify as set forth in Section 5.01 hereof, and the Purchaser agrees that its sole and exclusive remedy for an Indemnified Claim is to pursue its rights to be indemnified under Section 5.01 above; provided however, that if such claim is for a breach of the representations and warranties made in Section 3.04(b) (insofar as such representation relates to title to the Class A Common Stock) or Section 3.13 herein, or if the Indemnified Claim is based on fraud, the Purchaser shall have all rights and remedies provided by this Agreement, at law, or in equity, and the foregoing limitation on the aggregate dollar amount the Stockholders are liable for shall be of no force and effect. The Purchaser's right to bring an Indemnified Claim under Section 5.01 hereof shall expire 18 months after the Effective Date.
Limitations on Indemnification of the Purchaser. Notwithstanding the foregoing, the right of the Purchaser Indemnified Parties to indemnification under Section 9.02 shall be subject to the following provisions:
Limitations on Indemnification of the Purchaser. The indemnification provided for in Section 9.1(a) shall be subject to the following limitations, except with respect to claims for fraud and intentional breach or misrepresentation, with respect to which this Section 9.3 shall not apply:
Limitations on Indemnification of the Purchaser. (a) (i) The Seller’s obligations to defend, indemnify and hold harmless the Purchaser Indemnitees under Section 13.2(a) shall apply only after the Purchaser Indemnitees have suffered Losses under Sections 13.2(a) (except for those in respect of the Excepted Representations) in excess of an aggregate of three million two hundred thousand dollars ($3,200,000), after which the Seller shall only be obligated to indemnify for Losses in excess of such amount (the “Basket Amount”); provided, that in calculating whether the Basket Amount has been obtained, only Losses in excess of seventy five thousand dollars ($75,000) (or ten million dollars ($10,000,000) in respect of the representations and warranties in Sections 4.8 and 4.9) in respect of any breach or breaches arising out of the same or a series of related facts, circumstances, events or conditions, shall be considered. The Seller will be obligated only to indemnify and hold harmless the Purchaser Indemnitees under Sections 13.2(a) (except for those based upon, arising out of or otherwise in respect of the Excepted Representations) (A) for Losses in excess of seventy five thousand dollars ($75,000) in respect of any breach or breaches arising out of the same or a series of related facts, circumstances, events or conditions (the “Minimum Claim Amount”), (B) for losses in excess of ten million dollars ($10,000,000) in respect of any breach or breaches arising out of the same or a series of related facts, circumstances, events or conditions in respect of the representations and warranties in Sections 4.8 and 4.9 (the “Minimum Financial Claim Amount”) and
Limitations on Indemnification of the Purchaser. (a) The Seller's obligations to defend, indemnify and hold harmless the Purchaser Indemnitees (i) under Sections 14.2(a) and 14.2(c)(B) shall apply only after the Purchaser Indemnitees have suffered Losses under Sections 14.2(a) and 14.2(c)(B) (except for those based upon, arising out of or otherwise in respect of Sections 5.1, 5.2, the second sentence of Section 5.9 or the first sentence of Section 5.14(a)) in excess of an aggregate of four million dollars ($4,000,000), after which the Seller shall only be obligated to indemnify Losses in excess of such amount (the "Minimum Amount"), and (ii) in any case shall apply only after the amount of any individual Loss or any series of related Losses indemnified against hereunder shall exceed fifty thousand dollars ($50,000) and then shall apply to the entire amount of such Loss. The Seller will be obligated only to indemnify Losses relating to Sections 14.2(a) and 14.2(c)(B) (except for those based upon, arising out of or otherwise in respect of Section 5.1, 5.2, the second sentence of Section 5.9 or the first sentence of Section 5.14(a)) up to an aggregate amount equal to twenty-five percent (25%) the Purchase Price (the "Maximum Amount"). Notwithstanding the foregoing provisions of this Section 14.4, the Purchaser shall be entitled to receive indemnification payments in respect of the indemnification payments under Sections 14.2(b), (c)(A), (d), (e) and (f) without regard to the individual or aggregate amount thereof, without regard to whether the aggregate amount of all other indemnification payments shall have exceeded, in the aggregate, the Minimum Amount or shall have exceeded, in the aggregate, the Maximum Amount. Any claim which is within the description of Section 14.2(a) or 14.2(b) and which is also within the description of any of Sections 14.2(c) through 14.2(f), shall be deemed to be asserted and treated hereunder for all purposes as a claim arising out of Section 14.2(c) through 14.2(f), as appropriate.
Limitations on Indemnification of the Purchaser. (e) Notwithstanding the provisions of Section 11.02, the Sellers shall have no liability for Losses under Section 11.02(a), Section 11.02(b) and Section 11.02(c), unless and until such Losses are in the aggregate in excess of $1,250,000 (the “Deductible”) (in which event the Sellers shall have liability under and in accordance with Section 11.02 with respect to such Losses only to the extent such Losses exceed the Deductible in the aggregate).
Limitations on Indemnification of the Purchaser
