Common use of Limitations on Indemnification - Seller Clause in Contracts

Limitations on Indemnification - Seller. Seller will not be --------------------------------------- liable for indemnification arising solely under SECTION 11.2(A)(I) for (a) any Losses of or to Buyer or any other person entitled to indemnification from Seller or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.5 as "Buyer Damages") unless the amount of Buyer Damages for which Seller would, but for the provisions of this SECTION 11.5, be liable exceeds, on an aggregate basis, $250,000, in which case Seller will be liable for all such Buyer Damages, which will be due and payable within 15 days after Seller's receipt of a statement therefor.

Limitations on Indemnification - Seller. Seller will not be liable --------------------------------------- liable for indemnification arising solely under SECTION 11.2(A)(I) for (a) any Losses of or to Buyer or any other person entitled to indemnification from Seller or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.5 as "Buyer Damages") unless the amount of Buyer Damages for which Seller would, but for the provisions of this SECTION 11.5, be liable exceeds, on an aggregate basis, $250,000218,800 (the "Threshold Amount"), in which case Seller will be liable for all such Buyer Damages, which will be due and payable within 15 days after Seller's receipt of a statement therefor; provided, however, that Seller shall be liable for all rate refunds ordered by any Governmental Authority for periods prior to the Closing Date regardless of whether such refunds equal or exceed the Threshold Amount.

Limitations on Indemnification - Seller. Seller will not be --------------------------------------- liable for indemnification arising solely under SECTION 11.2(A)(I) this Agreement for (a) any Losses losses, damages, liabilities, deficiencies or obligations of or to Buyer or any other person entitled to indemnification from Seller or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental incident or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION Section 11.5 as "Buyer Damages") ), unless and until the amount of Buyer Damages for which Seller would, but for the provisions of this SECTION Section 11.5, be liable exceeds, on an aggregate basis, the sum of $250,000, in which case 25,000 whereupon and whereafter Seller will be liable for all such Buyer DamagesDamages in excess of $25,000, but not to exceed $2,500,000, which will be due and payable within 15 days after Seller's receipt of a statement therefor.

Limitations on Indemnification - Seller. Seller will not be --------------------------------------- liable for indemnification arising solely under SECTION 11.2(A)(I) for (a) any Losses of or to Buyer or any other person entitled to indemnification from Seller or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.5 as "Buyer Damages") unless the amount of Buyer Damages for which Seller would, but for the provisions of this SECTION 11.5, be liable exceeds, on an aggregate basis, $250,00050,000, in which case Seller will be liable for all such Buyer Damages, which will be due and payable within 15 days after Seller's receipt of a statement therefor.

Limitations on Indemnification - Seller. Seller will not be --------------------------------------- liable for indemnification arising solely under SECTION 11.2(A)(I11.2(a)(i) for (a) any Losses of or to Buyer or any other person entitled to indemnification from Seller or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.5 as "Buyer Damages") unless the amount of Buyer Damages for which Seller would, but for the provisions of this SECTION 11.5, be liable exceeds, on an aggregate basis, $250,00050,000, in which case Seller will be liable for all such Buyer Damages, which will be due and payable within 15 days after Seller's receipt of a statement therefor.

Limitations on Indemnification - Seller. Seller will not be --------------------------------------- liable for indemnification arising solely under SECTION 11.2(A)(I10.2(A)(I) for (a) any Losses losses, damages, liabilities, deficiencies or obligations of or to Buyer or any other person entitled to indemnification from Seller Indemnified Party or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental incident or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.5 10.5 as "Buyer Damages") unless the amount of Buyer Damages for which Seller would, but for the provisions of this SECTION 11.510.5, be liable exceeds, on an aggregate basis, $250,0003,000,000, in which case Seller will be liable for all such Buyer Damages, which will be due and payable within 15 days after Seller's receipt of a statement therefor.

Limitations on Indemnification - Seller. (a) Seller will not be --------------------------------------- liable for indemnification arising solely under SECTION 11.2(A)(I) Section 11.2 for (a) any Losses losses, damages, liabilities, deficiencies or obligations of or to Buyer or any other person entitled to indemnification from Seller or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental incident or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION Section 11.5 as "Buyer Damages") unless the amount of Buyer Damages for which Seller would, but for the provisions of this SECTION Section 11.5, be liable exceeds, on an aggregate basis, $250,0005,000, in which case Seller will be liable for all such Buyer Damages, which will be due and payable within 15 days after Seller's receipt of a statement therefor.

Limitations on Indemnification - Seller. Seller will not be --------------------------------------- liable for indemnification arising solely under SECTION 11.2(A)(I) this Agreement for (a) any Losses losses, damages, liabilities, deficiencies or obligations of or to Buyer or any other person entitled to indemnification from Seller or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental incident or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.5 Section 10.7 as "Buyer Damages") ), unless and until the amount of Buyer Damages for which Seller would, but for the provisions of this SECTION 11.5Section 10.7, be liable exceeds, on an aggregate basis, the sum of $250,000, in which case 30,000.00 whereupon and whereafter Seller will be liable for all such Buyer DamagesDamages not to exceed the sum of $1,600,000.00, which will be due and payable within 15 days after Seller's receipt of a statement therefor.