Common use of Limitations on Indemnity Payments Clause in Contracts

Limitations on Indemnity Payments. xv) No claim for indemnification under Section 8.1(a) may be made by the Purchaser Indemnified Parties, and no payment in respect of a claim for indemnification shall be required from Xxxxxxx, unless and only to the extent that the aggregate amount of Damages against which the Purchaser Indemnified Parties are entitled to be indemnified exceeds $500,000 (the “Basket”); provided, however, that the Basket shall not apply to, and the Purchaser Indemnified Parties shall be entitled to indemnification without regard to the Basket with respect to, (i) claims for fraud or fraudulent misrepresentation and (ii) claims for breach of any representation or warranty made in Section 3.1, 3.2, 3.3, 3.6, 4.2, 4.3, 4.9(a) (other than for Liens arising out of claims of vendors or tradesmen in the ordinary course of business), 4.14, 4.22 or 4.23 (collectively, the “Designated Representations”)

Limitations on Indemnity Payments. xv(a) No claim for indemnification under Section 8.1(a10.1(a) may be made by the Purchaser Indemnified Parties, and no payment in respect of a claim for indemnification shall be required from XxxxxxxSellers, unless and only to the extent that the aggregate amount of Damages against which the Purchaser Indemnified Parties are entitled to be indemnified have incurred exceeds $500,000 250,000 (the after crediting any insurance proceeds as contemplated in Section 10.7)(the “Basket”), after which Purchaser Indemnified Parties shall be fully indemnified, subject to Section 10.4(b), for all Damages in excess of the Basket; provided, however, that the Basket shall not apply to, and the Purchaser Indemnified Parties shall be entitled to indemnification without regard to satisfaction of the Basket with respect to, to (i) claims for fraud or fraudulent misrepresentation and intentional breach with intent to deceive or (ii) claims for breach of any representation the representations or warranty warranties made in Section Sections 3.1, 3.2, 3.3, 3.63.7, 4.1, 4.2, 4.34.3 and 4.4, 4.9(a) (but any such Damages that are not subject to the Basket shall not be included for the purposes of determining whether the Basket has been exceeded with respect to other than claims for Liens arising out of claims of vendors or tradesmen in the ordinary course of business), 4.14, 4.22 or 4.23 (collectively, the “Designated Representations”)indemnification under Section 10.1.

Limitations on Indemnity Payments. xv(a) No claim for indemnification under Section 8.1(a12.2(a) may be made by the Purchaser Indemnified Parties, and no payment in respect of a claim for indemnification shall be required from XxxxxxxSeller, unless and only to the extent that the aggregate amount of Damages against Losses which the Purchaser Indemnified Parties are entitled to be indemnified 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 the Purchaser Indemnified Parties shall be entitled to indemnification without regard to satisfaction of the Basket with respect to, to (i) claims for fraud fraud, willful misrepresentation or fraudulent misrepresentation and intentional breach or (ii) claims for breach of any representation the representations or warranty warranties made in Section 3.1, 3.2, 3.3, 3.6Sections 4.1, 4.2, 4.3, 4.9(a) (other than for Liens arising out of claims of vendors or tradesmen in the ordinary course of business)4.6, 4.14, 4.22 or 4.23 (collectively, the “Designated Representations”)4.15 and 4.19.

Limitations on Indemnity Payments. xv(a) No claim for indemnification under Section 8.1(a10.1(a) may be made by the Purchaser Indemnified Parties, and no payment in respect of a claim for indemnification shall be required from XxxxxxxSellers, unless and only to the extent that the aggregate amount of Damages against which the Purchaser Indemnified Parties are entitled to be indemnified have incurred exceeds $500,000 650,000 (the “Basket”), after which Purchaser Indemnified Parties shall be fully indemnified, subject to Section 10.4(b), for all Damages without regard to the Basket; provided, however, that the Basket shall not apply to, and the Purchaser Indemnified Parties shall be entitled to indemnification without regard to satisfaction of the Basket with respect to, to (i) claims for fraud fraud, willful misrepresentation or fraudulent misrepresentation and intentional breach or (ii) claims for breach of any representation the representations or warranty warranties made in Section Sections 3.1, 3.2, 3.3, 3.63.7, 4.1, 4.2, 4.3, 4.9(a) (other than for Liens arising out of claims of vendors or tradesmen in the ordinary course of business)4.4, 4.14, 4.22 or 4.23 (collectively, the “Designated Representations”)4.7 and 4.17.