Limitations on Indemnifying Shareholders’ Indemnification Sample Clauses

Limitations on Indemnifying Shareholders’ Indemnification. Notwithstanding anything to the contrary set forth in this Agreement: (i) the Indemnifying Shareholders shall not be liable to the Parent Indemnified Parties under Section 9.1(a) (other than as a result of any breach of any representation or warranty contained in Section 5.1, Section 5.2, Section 5.3, and Section 5.22) unless and until the Losses incurred by all Parent Indemnified Parties as a result thereof exceed, in the aggregate, $60,000 (the “Basket Amount”); provided, however, that in the event that such Losses exceed the Basket Amount, the Indemnifying Shareholders shall only be liable to indemnify any Parent Indemnified Party for all Losses incurred in excess of the Basket Amount. Notwithstanding the foregoing, the Basket Amount shall not apply to any breach of any representation or warranty contained in Section 5.1, Section 5.2, Section 5.3 or Section 5.22, and the Basket Amount shall not apply to any Losses resulting from any fraudulent misrepresentation; (ii) the indemnification provided for in Section 9.1(a) shall not apply to the extent that the Losses at issue may be reflected in an adjustment to the Merger Consideration; (iii) any Losses as to which the indemnification provided for in Section 9.1(a) may apply shall be determined net of any actual recovery (whether by way of payment, discount, credit, off-set, tax benefit, counterclaim or otherwise) received by a Parent Indemnified Parties from a third party (including any insurer or taxing authority) less any current or prospective cost associated with receiving such recovery; (iv) prior to the Effective Time, no Shareholder shall have any liability to any Parent Indemnified Parties in respect of this Agreement, the Merger or the other transactions and arrangements contemplated hereby; (v) from and after the Effective Time, no Shareholder shall have any liability to any Parent Indemnified Parties in respect of this Agreement, the Merger or the other transactions and arrangements contemplated hereby except as expressly provided in Section 9.1; provided, however, that the total amount of such liability shall be limited in the aggregate, as of any time from and after the Effective Time, to $1,125,000 except in the case of any claim based on fraudulent misrepresentation, in which case the total amount of such liability in the aggregate shall not exceed the Merger Consideration.