Limitations on Indemnity Obligations. (a) Notwithstanding any contrary provision of this Agreement, (i) the maximum liability of Sunstone Parties pursuant to its indemnification obligation under Section 8.1(a) is $30,000,000, (ii) except as otherwise provided in clause (iii) below or in the last sentence of this Section 8.7(a), the maximum liability of Alter and Biedxxxxx, xx the aggregate, pursuant to their indemnification obligations under Sections 8.2(a) and 8.3(a) with respect to any breach of a representation or warranty set forth in clause 4.1(c) is $10,000,000, and (iii) the maximum liability of Alter and Biedxxxxx, xx the aggregate, pursuant to their indemnification obligations under Section 8.2(a) and 8.3(a) with respect to any breach of a representation or warranty set forth in clauses (i), (ii) or (iii) of Section 4.1(f), Sections 4.1(a), 4.1(b), 4.1(n), 4.1(o), 4.1(p), 4.1(q), 4.1(s), 4.1(u) is $30,000,000. These limitations do not apply to any indemnification obligations under Sections 8.2 and 8.3 relating to a breach of any representation or warranty set forth in clause (iv) of Section 4.1(f), Sections 4.1(d), 4.1(v), 4.1(w), 4.1(x), 4.1(y) or any other section of this Article 8.
Limitations on Indemnity Obligations. The indemnity obligations of the Company or the Stockholders, as applicable (in either case, the "Company Indemnifying Party"), or Provant and the Provant Principals (collectively, the "Provant Indemnifying Party") (both the Company Indemnifying Party and the Provant Indemnifying Party being called generically the "Indemnifying Party"), under this Agreement shall be subject to the following limitations:
Limitations on Indemnity Obligations. (a) Neither Holder nor ONVC, respectively, shall have any liability (for indemnification or otherwise) to the Indemnified Persons with respect to any matters described in this Article 6 until the total amount of Damages attributable to Holder or ONVC, respectively, with respect to such matters 13 exceeds $10,000 (the "Deductible"), and then only for the amount by which such Damages exceed the Deductible.
Limitations on Indemnity Obligations. Indemnification under this Article VII shall be the sole and exclusive remedy for the matters listed in Sections 7.2 and 7.3, except in the case of fraud, willful misconduct or intentional misrepresentation. There shall be no recovery for claims under Sections 7.2(a) or 7.3(a) (except in the case of fraud, willful misconduct or intentional misrepresentation) unless and until the aggregate amount of Losses of the Indemnitee that may be claimed thereunder exceeds USD Twelve Thousand Five Hundred Dollars (USD $12,500.00) (the “Threshold”), and once such Threshold has been reached, the Indemnifying Parties shall be liable to the Indemnitees only for the amount of Losses in excess of the Threshold. The maximum recovery for claims by the Buyer under Section 7.2(a) or by the Selling Parties under Section 7.3(a) (except, in either case, in the case of fraud, willful misconduct or intentional misrepresentation) shall be limited USD Five Hundred Thousand Dollars (USD $500,000) (the “Indemnity Cap”). For the avoidance of any doubt, any claim made against Buyer as a result of their breach of their commitment to pay the Globisens Shareholders the Purchase Note, or any part thereof, shall not be limited by the terms of Section 7 whatsoever.
Limitations on Indemnity Obligations. The foregoing indemnity shall not apply to any infringement claim that arises from: (i) modification of the Licensed Program by anyone other than CMC; (ii) Customer' s use of the Licensed Program in conjunction with Customer data where use with such data gave rise to the infringement claim; (iii) Customer's use of the Licensed Program with software or hardware not provided by CMC, where use with such other software or hardware gave rise to the infringement claim; or (iv) use of other than the most current, unaltered update or upgrade to the Licensed Program available from CMC, if such claim would have been avoided by Customer's use of such update or upgrade. CMC shall not be liable hereunder for any settlement made by Customer without CMC's advance written approval, or for any award from any action in which CMC was not granted control of the defense.
Limitations on Indemnity Obligations. Notwithstanding anything to the contrary, neither Party will have any obligation to provide any defense or indemnification under this Agreement with respect to any Third Party Claim to the extent arising from any use of the Indemnifying Party’s services, technology, content or material in a manner that is prohibited by this Agreement. In addition, notwithstanding anything to the contrary, neither Party will have any obligation to provide any defense or indemnification under this Agreement with respect to any claim of infringement, misappropriation or other violation of third-party Intellectual Property Rights to the extent arising from (a) the combination or use of the Indemnifying Party’s services, technology, content or material with any other services, technology, content or material that were neither (i) provided or specified by the Indemnifying Party or its Affiliates; nor (ii) specifically designed or reasonably required for use as contemplated by this Agreement, if, in the absence of such combination, the infringement, misappropriation or violation would not have occurred; (b) modification of the Indemnifying Party’s services, technology, content or material by the other Party, any of its Indemnified Parties or any customer of any of the foregoing, where, in the absence of such modification, the infringement, misappropriation or violation would not have occurred; or (c) use of any services, technology, content or material after the date by which the Indemnified Party reasonably could have implemented a Non-Infringing Alternative pursuant to Section 10.4.
Limitations on Indemnity Obligations. (a) The Shareholders' liability under this Article 10 shall be limited to the following Losses incurred by Purchaser, the Company or the Subsidiary:
Limitations on Indemnity Obligations. (a) No obligation to indemnify the other Party for any Losses shall apply to the extent such Losses arise from the negligent or intentionally wrongful act or omission of the Party seeking indemnity.
Limitations on Indemnity Obligations. For the avoidance of doubt, and notwithstanding any other provision in this Agreement, the foregoing indemnification obligations of Parties under Section 8.1, Section 8.2, Section 8.4 and Section 8.5 shall survive termination of this Agreement indefinitely and shall be without dollar limit.
Limitations on Indemnity Obligations. (a) Notwithstanding anything to the contrary herein, in no event shall a party or person having the indemnity obligation under this ARTICLE VI (“Indemnifying Party”) have any liability for an indemnity obligation under this ARTICLE VI unless and until the Damages relating to the party’s indemnity claims exceed $10,000 in the aggregate. From and after the time the aggregate Damages for an Indemnified Party’s indemnity claims exceed $10,000, the limitation set forth in this Section 6.4 shall be of no further force and effect and the Indemnifying Party shall be liable for the entire amount of the Damages, subject to the liability limitations set forth below;
