Limitations on Indemnification Provisions Clause Samples

Limitations on Indemnification Provisions. (a) Notwithstanding any other provision hereof, no Indemnitor will have any indemnification obligations under this Article 7 unless and until the amount of all Losses (other than Losses arising out of a breach of the Tax Representations) claimed by the party seeking indemnification (whether arising from third party claims or otherwise) exceed Twenty-Five Thousand Dollars ($25,000) in the aggregate (the “General Indemnity Threshold”); provided, however, that if the accumulated amount of all indemnity obligations of any party required to provide indemnification hereunder (other than Losses arising out of a breach of the Tax Representations) exceeds the General Indemnity Threshold, then the Indemnifying Party shall be obligated to pay the full amount of such obligations, including the portion thereof which is less than the General Indemnity Threshold. (b) Notwithstanding any other provision hereof, Seller will have no indemnification obligations under this Article 7 for Losses arising out of or in connection with a breach of the Tax Representations unless and until the amount of all such Losses claimed by Purchaser (whether arising from third party claims or otherwise) exceed Fifty Thousand Dollars ($50,000) in the aggregate (the “Tax Indemnity Threshold”); provided, however, that if the accumulated amount of all indemnity obligations of Seller as a result of Losses arising out of a breach of the Tax Representations exceeds Tax Indemnity Threshold, then Seller shall be obligated to pay the full amount of such obligations, including the portion thereof which is less than the Tax Indemnity Threshold. (c) Solely for the purpose of determining whether the applicable Indemnity Threshold has been met, it is the intention of the parties hereto that any materiality standards which are contained in individual paragraphs of Sections 4 or 5, above, be disregarded. (d) Any payment made by an Indemnitor to an Indemnitee pursuant to this Article 7 in respect of any claim will be (i) net of any insurance proceeds payable to the Indemnitee in respect of such claim and (ii) reduced by an amount equal to any tax benefits obtainable by the Indemnitee which are attributable to such claim; (e) No Indemnitee will be entitled to recover from an Indemnitor, for any Losses as to which indemnification is provided under this Agreement, any amount in excess of the actual damages, court costs, and reasonable attorney fees suffered by such Indemnitee, and the parties waive any right to re...