Limitations on Indemnification Rights. Other than the payment of costs of defense in accordance with Section 10.3, indemnification shall be due only to the extent of the loss or damage actually suffered (i.e., reduced by any offsetting or related asset or service received and by any recovery from any third party, such as an insurer), net after the amount equal to any reduction in federal, state or local income, franchise or other taxes occasioned by such loss or damage (even though the tax return by which such reduction would have been realized is not yet due), but including an amount equal to any increase in federal, state and local income, franchise or other taxes occasioned by the indemnification payment and then only to the extent of the excess over the Agreed De Minimis Amount (hereinafter defined). The Indemnitor shall be subrogated to all rights of the Indemnified Party against any third party with respect to any claim for which indemnification is paid. Notwithstanding the foregoing, the Indemnitor shall not be liable to the Indemnified Party for any individual misrepresentation, breach of warranty or violation of covenant where the otherwise indemnifiable amount does not exceed $5,000 and, as regards all such indemnifiable misrepresentations or breaches of warranty that do not exceed $5,000, the Indemnitor shall not be liable except to the extent that the aggregate amount thereof exceeds $5,000 (such sum being herein referred to as the "Agreed De Minimis Amount").
Limitations on Indemnification Rights. Neither Parent, Purchaser nor Seller shall be entitled to be indemnified pursuant to Section 11.2 or 11.3 hereof, respectively, unless and until the aggregate of all losses, liabilities, damages, costs and other expenses (collectively, "DAMAGES") of Parent and Purchaser or Seller, as the case may be, shall exceed Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "THRESHOLD"), and upon exceeding such amount Parent and Purchaser shall be entitled to be indemnified for all Damages on a dollar for dollar basis. Indemnification shall be due only to the extent of the loss or damage actually suffered (I.E., reduced by any offsetting or related asset or service received and by any recovery from any third party, such as an insurer). Any claim brought under Section 11.2(i) or 11.3(a)(i) shall be brought within the time period set forth with respect to the representation or warranty alleged to have been breached as set forth in Section 11.1 hereto. The amount of indemnfication payable shall in no event exceed the sum of the Closing Consideration plus the amount of Contingent Consideration actually paid; PROVIDED THAT such limit shall not apply to any liabilities arising out of the inventory of Seller acquired by Purchaser hereunder.
Limitations on Indemnification Rights. The Parties hereto acknowledge and agree that, except with respect to claims based on fraud, the indemnification provisions in this Agreement shall be the exclusive remedy of the Parties for any and all Damages with respect to the Acquisition Agreements and this Agreement and the transactions contemplated therein and hereby.
Limitations on Indemnification Rights. (a) Notwithstanding anything in this Agreement to the contrary, Claims may be brought with respect to any willful or knowing breach or misrepresentation without limitation as to time or amount.
(b) No claim or action shall be brought under this Article IV for breach of a representation or warranty from and after the date that such representation or warranty terminates in accordance with Section 5.10 hereof; provided, however, that any claim made by a party hereunder by the giving of written notice or by commencement of an arbitration proceeding pursuant to the Arbitration Agreement (as defined below) for breach of a representation or warranty prior to the termination of the survival period for such claim shall be preserved despite the subsequent termination of such survival period.
(c) Neither CDMC Party Indemnitees nor COI Indemnitees (collectively, "Indemnitees") shall be entitled to indemnification with respect to matters set forth in Sections 4.1(a) or 4.2(a), respectively, unless the total amount for which all CDMC Party Indemnitees in the aggregate or all COI Indemnitees in the aggregate, as the case may be, are entitled to indemnification (on a cumulative basis) exceeds $100,000.00, but in any such event CDMC Party Indemnitees or COI Indemnitees, as the case may be, shall then be entitled to indemnification from the first dollar of claim.
(d) No Indemnitees shall be entitled to indemnification with respect to matters set forth in Sections 4.1(c) or 4.2(c), respectively, unless the total amount for which all CDMC Party Indemnitees in the aggregate or all COI Indemnitees in the aggregate, as the case may be, are entitled to indemnification thereunder (on a cumulative basis) exceeds $500,000.00, but in any such event CDMC Party Indemnitiees or COI Indemnitees, as the case may be, shall then be entitled to indemnification from the first dollar of claim; provided, however, that subsection (c) above, and not this subsection (d), shall apply to entitlement to indemnification with respect to matters that are within the scope of both Sections 4.1(a) and 4.1(c).
Limitations on Indemnification Rights. Neither party shall be entitled to assert any claim for indemnification hereunder until the aggregate amount of all claims of that party for indemnification exceed $5,000 (the "Agreed De Minimis Amount"); PROVIDED, HOWEVER, that the foregoing limitation shall not apply with respect to third-party claims. Indemnification shall be due only to the extent of the loss or damage actually suffered (I.E., reduced by any offsetting or related asset or service received and by any recovery from any third party, such as an insurer) and then only to the extent of the excess over the Agreed De Minimis Amount if otherwise applicable.
Limitations on Indemnification Rights. All of the representations and warranties set forth in Article III and Article IV of this Agreement shall survive the Closing and continue in full force and effect and survive for a period of eighteen (18) months thereafter, with the exception of the representations set forth in Section 3.8, which shall survive the Closing and continue in full force and effect until the expiration of the applicable statute of limitations. Notwithstanding anything to the contrary in this Agreement, no claim for indemnification under this Article VII shall be made with respect to any representation or warranty set forth in Article III or Article IV after the applicable survival period set forth in the first sentence of this Section 7.4, except as to any matters with respect to which a bona fide written claim shall have been made or an action at law or in equity shall have commenced before the end of the applicable survival period set forth in the first sentence of this Section 7.4, in which event the survival period shall continue (but only with respect to, and to the extent of, such claim) until the final resolution of such claim or action, including all applicable periods for appeal. The indemnification obligations of the parties set forth in this Article VII shall constitute the sole and exclusive remedy of the parties for the recovery of money damages with respect to any breach of any representation, warranty or applicable portion thereof set forth in Article III or Article IV of this Agreement.
Limitations on Indemnification Rights. (a) Notwithstanding anything to the contrary contained in this Agreement, it is understood and agreed that no claim for recovery of indemnifiable damages may be asserted based on a representation, warranty or applicable portion thereof set forth in this Agreement or the Shareholders Agreement after such representation, warranty or applicable portion thereof has been extinguished in accordance with Section 7.2 hereof
(b) Notwithstanding anything to the contrary contained in this Agreement, neither the Indemnified Investor Parties, on the one hand, nor the Indemnified Company Parties, on the other hand, shall be entitled to be indemnified pursuant to Section 6.1, Section 6.2 or any other provision hereof unless and until the aggregate of all Losses incurred by the Indemnified Investor Parties or the Indemnified Company Parties, as the case may be, exceeds $100,000.
(c) Notwithstanding anything to the contrary contained in this Agreement, (i) the indemnification obligations of the Company under Section 6.1 shall not exceed U.S.$17,500,000, (ii) the indemnification obligations of a Shareholder under Section 6.1 shall not exceed the amount payable by the Company to the Shareholder for the purchase of such Shareholder’s Ordinary Shares as set forth on Schedule A hereto and (iii) the indemnification obligations of the Investor under Section 6.2 shall not exceed U.S.$17,500,000.
Limitations on Indemnification Rights. The respective indemnification obligations of the Shareholders and Buyer under this Article 5 are subject to the following limitations:
(a) subject to Section 5.13(b), the obligations of the Shareholders and the Buyer with respect to any Claims based on any incorrectness in or breach of the representations and warranties set out in Section 3.1 or Section 3.2, as applicable, shall terminate upon expiration of the survival periods set forth in Section 3.6;
(b) there shall be no limitation on the respective obligations of the Shareholders and Buyer, as the case maybe, with respect to Special Representations or Claims based on fraud;
(c) subject to Section 5.13(b), the maximum aggregate liability of the Shareholders with respect to any and all Claims for indemnification made pursuant to Section 5.2(a) and/or Section 5.2(b) shall in no event exceed: (i) $4,800,000.00 for Claims made during the period from the Closing Date through the six (6) month anniversary of Closing; and $3,200,000.00 for Claims made during the period from and after the six (6) month anniversary of the Closing Date (except to the extent of Claims made under Section 5.2(a) and/or Section 5.2(b) on or prior to the six (6) month anniversary of the Closing Date);
(d) subject to Section 5.13(b), no Claim may be made against the Shareholders for indemnity hereunder until such time as the aggregate liability of the Shareholders under this Agreement for all Losses suffered exceeds $100,000.00, but where such de minimus threshold is reached the Shareholders shall be liable back to the first dollar of Loss; and
(e) the Parties hereto acknowledge and agree that, except with respect to Special Representations or Claims based on fraud or willful misconduct, the indemnification provisions in this Article 5 shall be the exclusive remedy of the Parties for any and all Losses with respect to this Agreement and the transactions contemplated hereby.
Limitations on Indemnification Rights. Indemnification shall be due only to the extent of the loss or damage actually suffered (i.e., reduced by any offsetting or related asset or service received and by any recovery from any third party, such as an insurer). No claim for indemnification for breach of any representation or warranty (but not claims under Section 11.2(b) or 11.3(b)) by Claimant under this Agreement may be made more than three years after the Closing Date, except that any claim or breach of the representations or covenants contained in Sections 3.15, 3.19 3.20, 3.21, 3.22, 3.23, 3.25 and 4.4 may be made within six months of expiration of statute of limitations and unless and until the aggregate of all claims equals or exceeds $250,000, in which event the claim may be made for all losses, liabilities, 73 79 damages, costs and expenses.
Limitations on Indemnification Rights. Indemnification shall be due only to the extent of the loss or damage actually suffered (i.e., reduced by any offsetting or related asset or service received and by any recovery from any third party, such as an insurer), net after the amount equal to any reduction in federal, state or local income, franchise or other taxes occasioned by such loss or damage (even though the tax return by which such reduction would have been realized is not yet due), but including an amount equal to any increase in federal, state and local income, franchise or other taxes occasioned by the indemnification payment and then only to the extent of the excess over the Agreed De Minimis Amount (hereinafter defined). In the event that Kowaxxx xx the Indemnitor, the Indemnified Party shall first apply as a set-off any amount due Kowaxxx xxxer Section 3.
