Limitations on Indemnity Payments. Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of (a) the Company to all Buyer Indemnified Parties taken together for all Buyer Losses under Section 10.1(a)(i), and (b) the Buyer to all Company Indemnified Parties taken together for all Company Losses under Section 10.1(b)(i) shall, in each such case, be limited to a maximum of 12.5% of the Purchase Price, as adjusted pursuant to Section 3.3. Notwithstanding anything contained herein to the contrary (x) the Company shall not be liable for Buyer Losses under Section 10.1(a)(i) unless and until the aggregate amount of such Buyer Losses collectively exceeds Five Hundred Thousand Dollars ($500,000), and then only to the extent of such excess, and (y) the Buyer shall not be liable for Company Losses under Section 10.1(b)(i) unless and until the aggregate amount of such Company Losses collectively exceeds Five Hundred Thousand Dollars ($500,000), and then only to the extent of such excess. Notwithstanding the foregoing, the limitations and qualifications set forth in this Section 10.2 shall not apply to indemnification (x) for breaches of the representations and warranties contained in Sections 4.1(a), (c), (i)(i), (j) and (q) and 4.2(a) and (b) (except that the limitation set forth in the first sentence of this Section 10.2 shall apply to all claims for indemnification with respect to the matters referred to in this subclause (x) if the applicable Indemnified Party had knowledge of the breach, event or circumstance giving rise to such loss prior to the Closing), or (y) under Section 10.1(a)(ii), (iii), (iv) or (v) or Section 10.1(b)(ii) (iii) or (iv).
Limitations on Indemnity Payments. No claim for indemnification under Section 9.01 may be made by the Purchaser Indemnified Parties, and no payment in respect thereof shall be required from the Sellers, unless the aggregate amount of Damages against which the Purchaser Indemnified Parties are entitled to be indemnified exceeds $2,000,000 (and then only for the amount of such excess); provided, that, any claim for indemnification under Section 9.01 may be made by Purchaser Indemnified Parties for breaches of any of Seller's representations, warranties or covenants relating to (i) Sections 3.01, 3.01A and 4.02, (ii) Sections 3.02 and 3.02A, (iii) Section 3.03 and 3.03A, (iv) Section 9.01(b) and 9.01(c), or (v) Section 6.08(a), without regard to any such limitation. The maximum aggregate amount of Damages against which the Purchaser Indemnified Parties shall be entitled to be indemnified under Section 9.01 with respect to all claims thereunder shall be 70% of the Purchase Price; provided, that, the aggregate amount of Damages incurred by Purchaser for breaches of any of Seller's representations, warranties or covenants relating to (i) Sections 3.01, 3.01A and 4.02, (ii) Sections 3.02 and 3.02A, (iii) Section 3.03 and 3.03A, (iv) Section 9.01(b) and 9.01(c), or (v) Section 6.08(a), against which Purchaser Indemnified Parties shall be entitled to be indemnified under Section 9.01, shall have no limit.
Limitations on Indemnity Payments. (a) Seller and Purchaser agree that the indemnification payments under this Article X, when combined with all other indemnification payments made by Seller under this Agreement, in the aggregate, shall not exceed the Purchase Price. The parties agree that payments pursuant to this Article X may (in Purchaser's sole discretion) be paid out of the Indemnification Escrow Amount, provided that there is no requirement that such be the case.
(b) An Indemnified Party's right to indemnification in respect of any indemnifiable Loss pursuant to Section 10.8 or 10.9, shall be limited to an amount equal to sixty-two and one half percent (62.5%) of such Loss; provided, however, that in the event the Indemnified Party (i) does not claim a Tax deduction on any Tax Return in respect of all or any portion of such Loss and (ii) delivers to the Indemnifying Party an opinion of nationally-recognized tax counsel (which counsel shall be reasonably acceptable to the Indemnifying Party) to the effect that it is more likely than not that a deduction or deductions in respect of such Loss would not be allowable in one or more taxable years for U.S. federal income Tax purposes, the Indemnified Party's right to indemnification in respect to such Loss shall be for one-hundred percent (100%) of such Loss. Payment of the amount specified in the preceding sentence to any Indemnified Party with respect to the relevant Loss shall satisfy the Indemnifying Party's entire indemnification obligation to the Indemnified Party with respect to such Loss pursuant to Section 10.9.
Limitations on Indemnity Payments. (a) No claim for indemnification under Section 12.2(a) may be made by the Purchaser Indemnified Parties, and no payment in respect of a claim for indemnification shall be required from Seller, unless and to the extent the aggregate amount of Losses which the Purchaser Indemnified Parties have incurred exceeds $500,000 (the “Basket”), after which Purchaser Indemnified Parties shall be fully indemnified for all Losses, subject to Section 12.5(b), without regard to the Basket; provided, however, that the Basket shall not apply to, and Purchaser Indemnified Parties shall be entitled to indemnification without regard to satisfaction of the Basket with respect to (i) claims for fraud, willful misrepresentation or intentional breach or (ii) claims for breach of the representations or warranties made in Sections 4.1, 4.2, 4.3, 4.6, 4.15 and 4.19.
Limitations on Indemnity Payments. 8.7.1 No claim for indemnification under Article 8.1 may be made, and no payment in respect thereof shall be required unless (i) the amount for which the Purchaser seeks payment in relation with any individual Loss or a series of Losses, to the extent that they are caused by the same set of facts and have an identical nature, exceeds the threshold (SEUIL) of Euro sixty thousand (60,000) and (ii) the aggregate amount of Losses against which Purchaser is entitled to be indemnified exceeds the deductible (FRANCHISE) of Euro eight million (8,000,000) (it being understood that any Loss not exceeding the sixty thousand (60,000) Euro threshold (SEUIL) set forth in clause (i) of this Article 8.7.1 shall not be counted towards such Euro eight million (8,000,000) deductible (FRANCHISE)) and then only for the amount that exceeds Euro eight million (8,000,000). Except as set forth in Articles 8.7.2 and 8.7.3, in no event shall the aggregate amount to be paid to the Purchaser hereunder exceed Euro ninety million (90,000,000).
8.7.2 Losses arising out of or in connection with a breach by the Seller of the representations given in Articles 3.1.3(f), (g), 3.2.1, 3.
Limitations on Indemnity Payments. The maximum aggregate monetary liability of (i) the Seller to all Buyer Indemnified Parties for all Buyer Losses in the aggregate under and pursuant to Section 10.1(a)(i), and (ii) the Buyer to all the Seller Indemnified Parties for all the Seller Losses in the aggregate under and pursuant to Section 10.1(b)(i) shall, in either such case, be limited to a maximum of $4,830,000. The foregoing limitation shall not apply to the Buyer Losses or the Seller Losses, as applicable, based on fraud, willful breach or intentional misrepresentation of either party. Notwithstanding anything contained herein to the contrary, no party to this Agreement shall be obligated to make any indemnification payment under Section 10.1(a) or Section 10.1(b) as the case may be, unless and until the aggregate amount of Losses sustained by a Buyer Indemnified Party or a Seller Indemnified Party, as the case may be, exceeds $250,000, whereupon the Indemnified Party (as defined below) shall be entitled to recover only such Losses in excess of $250,000. In addition (other than Section 10(a)(ix)), the Seller shall not be obligated to indemnify the Buyer with respect to any indirect, special, incidental, consequential, punitive or non-economic damages of any Buyer Indemnified Party. None of the foregoing limitations of liability shall apply to the Seller’s indemnity obligation under Section 10(a)(ix).
Limitations on Indemnity Payments. (a) No claim for --------------------------------- indemnification under Sections 10.01 (other than Sections 10.01(b) through 10.01(i)) or 10.02 (other than Section 10.02(b)) may be made by the Advance Indemnified Parties or Seller Indemnified Parties, respectively, and no payment in respect thereof shall be required from Parent or Seller, or from Advance or Purchaser, as the case may be, unless the aggregate amount of Damages against which the Advance Indemnified Parties or Seller Indemnified Parties, respectively, are entitled to be indemnified exceeds $5 million (and then only for the amount of such excess). The maximum aggregate amount of Damages against which the Advance Indemnified Parties or Seller Indemnified Parties, respectively, shall be entitled to be indemnified under Section 10.01 (other than Sections 10.01(b) through 10.01(i)) or 10.02 (other than Section 10.02(b)) respect to all claims thereunder shall be $40 million. In no event shall this Section 10.04 limit any party's remedy for specific performance, injunctive relief or any other equitable remedies otherwise available to such party or limit any party's claims, obligations or liabilities with respect to any matters set forth in Article II.
(b) The limitations set forth in Section 10.04(a) shall not apply to indemnification of a Seller Indemnified Party or Advance Indemnified Party, as the case may be, for breaches of the representations and warranties set forth in Sections 3.01, 3.02, 4.01, 4.02, the first sentence of 4.03, 4.04, the last sentence of 4.05, 4.06(i), 4.08(c), 5.01, 5.02, 5.03(i), 5.07, 6.01, 6.02 and 6.04.
Limitations on Indemnity Payments. Notwithstanding anything contained herein to the contrary (other than the final sentence of this Section 11.4), the maximum aggregate liability of the Company to all Indemnified Parties taken together for all Losses under Sections 11.2(a)(i) and 11.2(a)(ii) shall be limited to the Escrow Amount. Notwithstanding anything contained herein to the contrary (other than the final sentence of this Section 11.4), the Company shall not be obligated to make any indemnification payment under Sections 11.2(a)(i) and 11.2(a)(ii) and until the aggregate Losses sustained by the Indemnified Parties collectively exceeds Fifty Two Thousand Five Hundred Dollars ($52,500), and then any indemnification with respect to such Losses shall be made only to the extent of such excess. Notwithstanding the foregoing, the limitations and qualifications set forth in this Section 11.4 shall not apply to indemnification (x) for breaches of the representations and warranties contained in Section 4.8(a) (Title to Transferred Assets), or (y) under Sections 11.2(a)(iii) —11.2(a)(viii).
Limitations on Indemnity Payments. 8.6.1 No claim for indemnification under Article 8.1 may be made, and no payment in respect thereof shall be required unless (i) the amount for which the Purchaser seeks payment in relation with any individual Loss or a series of Losses, to the extent that they are caused by the same fact and that they have an identical nature, exceeds Euro 100,000 and (ii) the aggregate amount of Losses against which the Purchaser is entitled to be indemnified exceeds Euro 8 million (it being understood that any Loss not exceeding the Euro 100,000 threshold set forth in clause (i) of this Article 8.6 shall not be counted towards such Euro 8 million threshold) and then, with regards to clause (ii) of this Article 8.6, only for the amount in excess of Euro 5 million. In no event shall the aggregate amount to be paid to the Purchaser hereunder exceed Euro 82.5 million.
8.6.2 Losses arising out of or in connection with a breach by the Sellers of any of the representations given in Articles 3.1.3(f) and 3.2.1 shall not be subject to the limitations set forth in Article 8.6.1 above.
8.6.3 Losses arising out of or in connection with a breach by the Sellers of the representations given in Article 3.9 shall be counted in the maximum aggregate amount of Euro 82.5 million set forth in Article 8.6.1 (and, together with any other Losses, shall not exceed Euro 82.5 million) but shall not be subject to the minimum thresholds set forth in Article 8.6.1(i) and (ii).
8.6.4 Losses arising out of or in connection with a breach by the Sellers of the covenants provided for in Article 5.1.5 through and including Article 5.1.14 (only insofar as such Article 5.1.14 relates to Articles 5.1.5 through and including Article 5.1.13), shall not be subject to any limitation on indemnity payment, PROVIDED HOWEVER that the Purchaser shall not be entitled to any indemnification for any Loss referred to in this Article 8.6.4 to the extent such Loss has been cured by the Sellers.
8.6.5 Losses arising out of or in connection with a breach by the Sellers of Article 3.20 shall not be subject to the maximum aggregate amount of Euro 82.5 million set forth in Article 8.6.1, nor to the minimum thresholds set forth in Article 8.6.1(i) and (ii).
Limitations on Indemnity Payments this Article 11. No claim for indemnification under this Article 11 may be made by either Party, and no payment in respect of a claim for indemnification shall be required from either Party, unless the aggregate amount of Losses against which a Party is entitled to be indemnified exceeds Fifty Thousand United States dollars (U.S. $50,000.00), and then only for the amount of such excess. The maximum aggregate amount of Losses against which a Party shall be entitled to be indemnified by the other Party under this Article 11 with respect to all claims thereunder shall be One Million United States dollars (U.S. $1,000,000.00).
