Common use of Limitations on Indemnity Clause in Contracts

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification under Sections 9.2(a)(i) or 9.2(a)(iii) to the extent (i) the aggregate amount of Losses incurred by a Buyer Indemnified Party with respect to any individual matter for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $25,000 (the “Minimum Amount”), and (ii) the aggregate of the individual claims for Losses of the Buyer Indemnified Parties (each of which is greater than the Minimum Amount) for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $400,000 (the “Threshold”) or exceeds an amount equal to $5,100,000 (the “Cap”); provided, that if the aggregate of all individual claims (each of which is greater than the Minimum Amount) for Losses for which indemnification is sought pursuant to Sections 9.2(a)(i) and 9.2(a)(iii) equals or exceeds the Threshold, then the Buyer Indemnified Parties, subject to the limitations in this Article IX, shall be entitled to recover for such Losses only to the extent such Losses exceed the Threshold, but in any event not to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iii) exceed an amount equal to the Cap). Notwithstanding the immediately preceding sentence, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) shall not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the Cap; provided, however, that notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase Price.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification under Sections 9.2(a)(i) or 9.2(a)(iii) Seller will have no Liability to the extent Buyer Indemnitees for indemnification for any breach of any of Seller’s representations and warranties pursuant to Section 11.2(a) hereof (i) until the aggregate amount total of all Losses incurred by a Buyer Indemnified Party with respect to any individual matter for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than such matters exceeds $25,000 150,000 in the aggregate (the “Minimum AmountLoss Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the aggregate extent such Losses shall exceed sixty percent (60%) of the individual claims for Losses dollar amount of the Buyer Indemnified Parties (each of which is greater than premium computed on the Minimum Amount) for which indemnification is sought Closing Date pursuant to Sections 9.2(a)(iSection 2.2(a)(i) or 9.2(a)(iii) is less than $400,000 (the “Threshold”) or exceeds an amount equal to $5,100,000 hereof (the “Cap”); provided, however, that if the aggregate obligation of all individual claims (each Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a) hereof on account of which is greater than the Minimum Amount) for Losses for which indemnification is sought breach by Seller of any representation and warranty made by Seller pursuant to Sections 9.2(a)(i) and 9.2(a)(iii) equals or exceeds 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the Threshold, then the Buyer Indemnified Parties, subject representation contained in Sections 4.1 relating to the limitations in this Article IXphysical condition of Acquired Tangible Personal Property), shall be entitled to recover for such Losses only 4.10 (to the extent such Losses exceed the Threshold, but in any event not relate to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iii) exceed an amount equal to the Cap). Notwithstanding the immediately preceding sentence, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(iiLoans), (iv), (v), (vi) or (vii) 4.11 and 4.12 hereof shall not be subject to the limits set forth in Loss Threshold or the immediately preceding sentence of this Section 9.6(a) (except that Cap. Buyer will have no Liability to the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims Seller Indemnitees for indemnification under for any breach of any of Buyer’s representations and warranties pursuant to Section 9.2(a)(ii11.3(a) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and 9.2(a)(vii))against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall not be included in the calculation of any amounts for purposes of the Threshold or exceed the Cap; provided, however, that notwithstanding anything the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the contrary contained in this Agreement, under no circumstances shall Loss Threshold or the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase PriceCap.

Limitations on Indemnity. (a) No None of the Buyer Indemnified Party Parties shall seek, or be entitled to, to assert any right to indemnification under Sections 9.2(a)(iSection 7.1(a) or 9.2(a)(iii) to the extent until (i) the aggregate each individual amount of Losses incurred by a otherwise due the Buyer Indemnified Party Parties exceeds $250,000 (the “De Minimis Amount”) (provided, that (X) the term “individual amount of Losses” shall mean each individual breach of a particular warranty and not the aggregation of individual breaches of a particular warranty into a single breach (e.g., if Seller failed to disclose five contracts under a particular warranty, and the failure to disclose any one of those contracts would be a breach, then the five contracts together would be considered multiple breaches, of which each such undisclosed contract would be an “individual amount of Loss”) and (Y) for purposes of the calculation of the Loss with respect to any such individual matter breach, a series of separate Losses caused by or resulting from the same individual breach shall be aggregated (e.g., if an individual breach causes or results in two separate Losses of $200,000 each, such Losses shall be aggregated to a sum of $400,000 for which indemnification is sought pursuant purposes of determining whether the “Loss” with respect to Sections 9.2(a)(i) or 9.2(a)(iii) such individual amount is less than $25,000 (the “Minimum Amount”250,000), ) and (ii) the aggregate amount of all the individual claims for Losses of actually suffered by the Buyer Indemnified Parties (each exceeds 3.0% of which is greater than the Minimum Amount) for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $400,000 Purchase Price (the “ThresholdDeductible Amount”), and then only to the extent such Losses exceed, in the aggregate, the Deductible Amount. For the avoidance of doubt, indemnification for Losses arising from breaches of any of Sections 2.7(a)(v), 2.21(b)(xxi)-(xxiv) and 2.22(1)-(n) shall not be subject to either the De Minimis Amount or exceeds an to the Deductible Amount, and all such Losses shall be indemnified beginning with the first dollar of Loss. Anything in this Agreement to the contrary notwithstanding, in no event shall Seller or GAC be required to indemnify Parent, Buyer, any Acquired Company or the Buyer Indemnified Parties for Losses pursuant to Section 7.1(a) in any amount equal to $5,100,000 exceeding 65% of the Purchase Price (the “Cap”); provided, that if the aggregate of all individual claims (each of which is greater than the Minimum Amount) for Losses for which indemnification is sought pursuant Cap shall not apply to Sections 9.2(a)(i) Seller’s and 9.2(a)(iii) equals GAC’s requirement to indemnify Parent, Buyer, any Acquired Company or exceeds the Threshold, then the Buyer Indemnified Parties, subject Parties for Losses pursuant to the limitations in this Article IX, shall be entitled to recover for such Losses only to the extent such Losses exceed the Threshold, but in any event not to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iii) exceed an amount equal to the Cap). Notwithstanding the immediately preceding sentence, Seller’s indemnification obligations under (x) Section 9.2(a)(iii7.1(a) with respect to such Excluded Liabilities for which a breach of the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) shall not be subject to the limits representations and warranties set forth in the immediately preceding sentence of this Section 9.6(aSections 2.1, 2.2, 2.3, 2.7(a)(v), 2.21(b)(xxi)-(xxiv) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii)or 2.22(l)-(n), and any indemnified Losses in respect of such representations and warranties shall not be included in the calculation of any amounts for purposes of the Threshold or count against the Cap; provided, however, that notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase Price.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, The indemnification under Sections 9.2(a)(i) or 9.2(a)(iii) provided for in [**] is subject to the extent following limitations: (i) the aggregate amount of Losses incurred by a Buyer Indemnified Party with respect i)The Indemnifying Equityholders shall not be liable to any individual matter for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $25,000 (the “Minimum Amount”), and (ii) the aggregate of the individual claims for Losses of the Buyer Indemnified Parties for any Loss arising under [**] (each other than with respect to (A) the representations and warranties contained in [**], and in the Company Closing Certificate with respect to 49 [**] and (B) [**], which are addressed in [**]) unless the aggregate of which is greater than the Minimum Amount) all Losses relating thereto for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $400,000 (the “Threshold”) or Indemnifying Equityholders would, but for this Section 8.2(c)(i), be liable exceeds an amount equal to $5,100,000 [**] (the “CapGeneral Deductible”), in which case the Indemnifying Equityholders shall be liable only for the amount by which such Losses exceed the General Deductible; provided, that if (ii)The Indemnifying Equityholders shall not be liable to the Buyer Indemnified Parties for any Loss arising under [**] with respect to any [**] or arising under [**] unless the aggregate of all individual claims (each of which is greater than the Minimum Amount) for Losses relating thereto for which indemnification is sought pursuant the Indemnifying Equityholders would, but for [**], be liable exceeds an amount equal to Sections 9.2(a)(i) and 9.2(a)(iii) equals or exceeds $[**], in which case the Threshold, then the Buyer Indemnified Parties, subject to the limitations in this Article IX, Indemnifying Equityholders shall be entitled to recover liable only for such Losses only to the extent amount by which such Losses exceed the Threshold, but in [**]; (iii)The Indemnifying Equityholders shall not be liable to the Buyer Indemnified Parties for any event not to exceed the Cap (it being agreed that in no event shall Loss arising under [**] unless and until the aggregate indemnification amount of Losses that would be payable pursuant to be paid under Sections 9.2(a)(isuch claim (or series of related claims) and 9.2(a)(iii) exceed exceeds an amount equal to the Cap). Notwithstanding the immediately preceding sentence, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) shall not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the Cap$[**]; provided, however, that notwithstanding anything all such individual claims (or series of related claims) for amounts less than the [**] shall be counted in determining whether the General Deductible has been exceeded, in the case of Losses arising under Section 8.2(a)(i) with respect to any representations and warranties other than the [**], or the [**] has been exceeded, in the case of Losses arising under Section 8.2(a)(i) with respect to any [**] or arising under [**]; (iv)the Indemnifying Equityholders' aggregate liability under [**] above (other than with respect to (A) the Fully Indemnified Representations, which are uncapped, [**] shall in no event exceed $[**] (the “General Cap”); and (v)the Indemnifying Equityholders' aggregate liability under [**] above with respect to $[**] shall in no event exceed [**]. For the for the avoidance of doubt, and except with respect to the contrary contained Fully Indemnified Representations (which are uncapped), the Indemnifying Equityholders' aggregate liability under [**] above shall in this Agreement, under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby event exceed the Base Purchase Price.$[**]. 50 (d)

Limitations on Indemnity. (a) No Buyer Indemnified Party or Seller Indemnified Party shall seek, or be entitled to, indemnification under Sections 9.2(a)(i9.2(a)(i)-(ii) or 9.2(a)(iii9.2(b)(i) to the extent (i) unless the aggregate amount of Losses incurred by a Damages of the Buyer Indemnified Party Parties or Seller Indemnified Parties with respect to any individual matter for which indemnification is sought pursuant to Sections 9.2(a)(iclaim (or aggregated claims arising out of the same facts, events or circumstances) or 9.2(a)(iii) is less than exceeds $25,000 5,000 (the “Minimum Amount”), and (ii) to the extent the aggregate of the individual claims (or aggregated claims arising out of the same facts, events or circumstances) for Losses Damages of the Buyer Indemnified Parties or Seller Indemnified Parties (each of which is greater than the Minimum Amount) for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii(x) is less than $400,000 225,000 (the “Threshold”) or (y) exceeds an amount equal to $5,100,000 12,500,000 (the “Cap”); provided, however, that if the aggregate of all individual claims (or aggregated claims arising out of the same facts, events or circumstances) for Damages (each of which is greater than the Minimum Amount) for Losses for which indemnification is sought pursuant to Sections 9.2(a)(iSection 9.2(a)(i)-(ii) and 9.2(a)(iiior 9.2(b)(i) equals or exceeds the Threshold, then the Buyer Indemnified Partiesand Seller, subject to the limitations in this Article IX, shall be entitled to recover for any such Losses only Damages in excess of the Threshold without respect to the extent such Losses exceed Minimum Amount of any additional claims once the ThresholdThreshold has been met, but in any event not to exceed the Cap (it being agreed that except as provided below, in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i9.2(a)(i)-(ii) and 9.2(a)(iiior 9.2(b)(i) exceed an amount equal to the Cap). Notwithstanding the immediately preceding sentence, Seller’s or Buyer’s indemnification obligations under (x) Section 9.2(a)(iii9.2(a)(ii) with respect to such any Excluded Liabilities for which the Seller Company had knowledge Knowledge of such Excluded Liability prior to the Closing, (y) or under Section 9.2(a)(i) for breaches of Seller Fundamental Representations or Section 4.12 (z) Sections 9.2(a)(iiTaxes), or Section 4.22 (ivBrokers) or under Section 9.2(b)(i) for breaches of Section 5.5 (Brokers) or indemnification of a party pursuant to Sections 9.2(a)(iii)-(v) or 9.2(b)(ii)-(iv), (v), (vi) or (vii) shall not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the Cap; provided, however, that notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase Price.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification under Sections 9.2(a)(ifrom any of the Indemnifying Parties pursuant to Section 10.2(a) or 9.2(a)(iii) hereof to the extent (i) the aggregate amount claims for Damages of Losses incurred by a the Buyer Indemnified Party with respect to any individual matter Parties for which indemnification is sought pursuant to Sections 9.2(a)(iSection 10.2(a) or 9.2(a)(iii) hereof is less than Two Hundred Fifty Thousand Dollars ($25,000 (the “Minimum Amount”), and (ii250,000) the aggregate of the individual claims for Losses of the Buyer Indemnified Parties (each of which is greater than the Minimum Amount) for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $400,000 (the “Threshold”) or exceeds an amount equal to Seven Million Dollars ($5,100,000 7,000,000) (the “Cap”); provided, that that, if the aggregate of all individual claims (each of which is greater than the Minimum Amount) for Losses Damages for which indemnification is sought pursuant to Sections 9.2(a)(iSection 10.2(a) and 9.2(a)(iii) hereof equals or exceeds the Threshold, then the Buyer Indemnified Parties, subject to the limitations in this Article IX, shall be entitled to recover for such Losses Damages subject to the limitations in this Section 10.5(a) only to the extent such Losses Damages exceed the Threshold, but in any event not to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iii) exceed an amount equal to the Cap). Notwithstanding the immediately preceding sentence, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) shall not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the Cap; provided, however, that notwithstanding anything the Cap shall not be applicable to any claims for Damages of the Buyer Indemnified Parties for which indemnification is sought with respect to Sections 5.15 and 7.18 hereof; provided, further, that the Threshold shall not be applicable to any claims for Damages of the Buyer Indemnified Parties for which indemnification is sought with respect to Section 7.11. No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 10.2(c) hereof to the contrary contained in this Agreement, under no circumstances shall extent the aggregate claims for Damages of the Buyer Indemnified Parties for which indemnification is sought pursuant to Section 10.2(c) exceeds an amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase Priceequal to Ten Million Dollars ($10,000,000.00).

Limitations on Indemnity. (a) No Buyer Indemnified Party shall shall, with respect to any claim for indemnification, seek, or be entitled to, indemnification under Sections from Seller pursuant to Section 9.2(a)(i) or 9.2(a)(iii) to the extent unless (i) written notice of such claim is given to the aggregate amount Indemnifying Party during the applicable Survival Period, specifying the details of Losses incurred by a Buyer Indemnified Party with respect to any individual matter for which indemnification is sought pursuant to Sections 9.2(a)(i) the alleged misrepresentation, breach of warranty or 9.2(a)(iii) is less than $25,000 (the “Minimum Amount”)liability, and (ii) the aggregate amount of the individual claims all Damages for Losses of the which such Buyer Indemnified Parties (each of which Party is greater than the Minimum Amount) for which entitled to indemnification is sought pursuant to Sections Section 9.2(a)(i) or 9.2(a)(iiiexceeds, on a cumulative basis, Five Hundred Seventy Thousand Dollars ($570,000) is less than $400,000 (the “"Threshold”) or exceeds an amount equal to $5,100,000 (the “Cap”"); provided, that if the aggregate of all individual claims (each of after which is greater than the Minimum Amount) for Losses for which indemnification is sought pursuant to Sections 9.2(a)(i) and 9.2(a)(iii) equals or exceeds the Threshold, then the such Buyer Indemnified PartiesParty shall be entitled to recover, subject to the limitations in this Article IXSection 9.6(a), shall be entitled to recover for such Losses only to the extent such Losses exceed entire Damages amount, including the amount below the Threshold. In no event shall the aggregate Damages recovered by the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) exceed, but on a cumulative basis, Seven Million Six Hundred Thousand Dollars ($7,600,000) (the "Cap"). Notwithstanding the foregoing, the Threshold and Cap shall not apply to indemnification claims made by the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) with respect to breaches of the representations and warranties of Seller in any event not Section 4.1 (Organization of Seller and the Company; Subsidiaries and Investments), Section 4.2(a) (Authority), Section 4.3 (Capitalization), Section 4.12 (Environmental Matters), Section 4.16 (Taxes) and Section 4.19 (Brokers); provided, however, that with respect to exceed the Cap (it being agreed that breaches of such representations and warranties, and breaches of covenants and agreements hereunder, including Section 9.3, in no event shall the aggregate indemnification Damages recovered by the Buyer Indemnified Parties pursuant to be paid such sections, covenants and agreements hereunder, together with all other Damages recovered under Sections 9.2(a)(iSection 9.2(a), exceed the Closing Payment as subsequently adjusted for the Final Working Capital Adjustment. Notwithstanding the foregoing, the aggregate amount of Damages to which the Buyer Indemnified Parties are entitled with respect to Seller's breach of Section 6.12(k) and 9.2(a)(iii) shall not exceed an amount equal to the Capshortfall in NOL Equivalents required to be made available by Seller to Buyer pursuant to Section 6.12(k) plus any and all actual and reasonable professional fees (including, but not limited to, attorney's fees) incurred by the Buyer Indemnified Parties directly related thereto, multiplied by 35% (taking into account the Buyer Limitations). Notwithstanding For this purpose, the immediately preceding sentence, Seller’s indemnification obligations under shortfall in NOL Equivalents shall be equal to Fourteen Million Five Hundred Eighteen Thousand Dollars (x$14,518,000) reduced by the amount of NOL Equivalents made available by Seller to Buyer pursuant to Section 9.2(a)(iii) with respect to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) shall not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a6.12(k) (except that taking into account the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(viiBuyer Limitations)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the Cap; provided, however, that notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase Price.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification under Sections 9.2(a)(ifrom Xxxxxx’x Seller One pursuant to Section 11.2(a)(i) and Section 11.2(a)(ii) (solely with respect to the failure by Seller to fulfill its obligations pursuant to Section 8.17(b) hereof with respect to any breach of a representation or 9.2(a)(iiiwarranty) to the extent (i) the aggregate amount claims for Damages of Losses incurred by a the Buyer Indemnified Party with respect to any individual matter Parties for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) such sections hereof is less than Five Million Five Hundred Thirty Five Thousand Dollars ($25,000 5,535,000) (the “Minimum Amount”), and (ii) the aggregate of the individual claims for Losses of the Buyer Indemnified Parties (each of which is greater than the Minimum Amount) for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $400,000 (the “Xxxxxx’x One Threshold”) or exceeds an amount equal to Twenty Two Million One Hundred Forty Thousand Dollars ($5,100,000 22,140,000) (the “Xxxxxx’x One Cap”); provided, that that, if the aggregate of all individual claims (each of which is greater than the Minimum Amount) for Losses Damages for which indemnification is sought pursuant to Sections 9.2(a)(iSection 11.2(a)(i) and 9.2(a)(iiiSection 11.2(a)(ii) (solely with respect to the failure by Seller to fulfill its obligations pursuant to Section 8.17(b) hereof with respect to any breach of a representation or warranty) equals or exceeds the Xxxxxx’x One Threshold, then the Buyer Indemnified Parties, subject to the limitations in this Article IX, shall be entitled to recover for such Losses Damages subject to the limitations in this Section 11.5(a) only to the extent such Losses Damages exceed the Xxxxxx’x One Threshold, but in any event not to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iii) exceed an amount equal to the Xxxxxx’x One Cap). Notwithstanding the immediately preceding sentence, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) shall not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the Cap; provided, however, that notwithstanding anything to the contrary contained herein, solely with respect to any breach by Xxxxxx’x Seller One of the representations or warranties set forth in this AgreementSection 6.11 hereof, under no circumstances the Xxxxxx’x Seller One Threshold shall be deemed to be One Million Dollars ($1,000,000) but any Damages within such threshold shall also be applicable to the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase PriceXxxxxx’x Seller One Threshold.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification under Sections 9.2(a)(i) or Section 9.2(a)(iii) to the extent (i) the aggregate amount of Losses incurred by a Buyer Indemnified Party with respect to any individual matter for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $25,000 (the “Minimum Amount”), and (ii) the aggregate of the individual claims for Losses of the Buyer Indemnified Parties (each of which is greater than the Minimum Amount) for which indemnification is sought pursuant to Section 9.2(a)(iii) (other than the representations in Sections 9.2(a)(i) or 9.2(a)(iii4.2, 4.10 and 4.11) is less than $400,000 100,000 (the “Threshold”) or exceeds an amount equal to $5,100,000 (the “Cap”); provided, that if the aggregate of all individual claims (each of which is greater than the Minimum Amount) for Losses for which indemnification is sought pursuant to Sections 9.2(a)(i) and Section 9.2(a)(iii) equals or exceeds the Threshold, then the Buyer Indemnified PartiesBuyer, subject to the limitations in this Article ARTICLE IX, shall be entitled to recover for such Losses only to the extent such Losses exceed exceeding the Threshold, but in any event not to exceed the Cap Cap. Notwithstanding anything to the contrary in this Agreement, (it being agreed that i) in no event shall the aggregate liability for indemnification under Section 9.2(a) (other than Section 9.2(a)(vi), which, for the avoidance of doubt, shall not be subject to be paid under Sections 9.2(a)(i) and 9.2(a)(iiiany maximum liability cap) exceed an amount equal to the Purchase Price (the “Cap). Notwithstanding the immediately preceding sentence, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) shall not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a”) (except that determined, for the limitations avoidance of doubt, without reference to liability for indemnification under Section 9.6(a)(iclause (ii) hereof); and (Minimum Amountii) in no event shall apply to claims the aggregate liability for indemnification under Section 9.2(a)(ii9.2(b) and 9.2(a)(vii)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the Cap; provided, however, that notwithstanding anything exceed an amount equal to the contrary contained in this AgreementCap (determined, for the avoidance of doubt, without reference to liability for indemnification under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase Priceclause (i) hereof).

Limitations on Indemnity. (a) No Buyer Indemnified Party shall shall, with respect to any claim for indemnification, seek, or be entitled to, indemnification under Sections from Seller pursuant to Section 9.2(a)(i) or 9.2(a)(iiihereof unless (i) notice of such claim is given to the extent Indemnifying Party during the applicable Survival Period (iii) the amount of Damages with respect to the particular breach exceeds ten thousand dollars ($10,000) (aggregating all such Damages arising from substantially identical facts), and all such Damages shall be disregarded and shall not be aggregated for purposes of the Deductible, and (iii) the aggregate amount of Losses incurred by a all Damages for which such Buyer Indemnified Party with respect are entitled to any individual matter indemnification pursuant to Section 9.2(a)(i) hereof exceeds, on a cumulative basis, one million three hundred eighty thousand dollars ($1,380,000) (the “Deductible”); provided, that, if the aggregate of all claims for Damages for which indemnification is sought by such Buyer Indemnified Party pursuant to Sections Section 9.2(a)(i) or 9.2(a)(iii) is less than $25,000 (the “Minimum Amount”), and (ii) the aggregate of the individual claims for Losses of the Buyer Indemnified Parties (each of which is greater than the Minimum Amount) for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $400,000 (the “Threshold”) or exceeds an amount equal to $5,100,000 (the “Cap”); provided, that if the aggregate of all individual claims (each of which is greater than the Minimum Amount) for Losses for which indemnification is sought pursuant to Sections 9.2(a)(i) and 9.2(a)(iii) hereof equals or exceeds the ThresholdDeductible, then the such Buyer Indemnified PartiesParty shall be entitled to recover, with respect to such claims, subject to the limitations in this Article IXSection 9.7(a), shall be entitled to recover for such Losses only to the extent such Losses amount by which the Damages exceed the ThresholdDeductible. In no event shall the aggregate Damages recovered by the Buyer Indemnified Parties pursuant to Section 9.2(a) exceed, but on a cumulative basis, ten million dollars ($10,000,000) (the “Cap”). Notwithstanding the foregoing, the Deductible and Cap shall not apply to indemnification claims made by the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) with respect to breaches of the representations and warranties of Seller in any event not Sections 4.1, 4.2(a), 4.3, 4.16 or 4.19 or with respect to exceed the Cap (it being agreed Damages under Section 9.2(a)(iii), provided, however, that with respect to breaches of such representations and warranties, and breaches of covenants and agreements hereunder, including Section 9.3, in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iii) exceed an amount equal to Damages recovered by the Cap). Notwithstanding the immediately preceding sentence, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect Buyer Indemnified pursuant to such Excluded Liabilities for which sections, covenants and agreements hereunder and the Seller had knowledge of such Liability prior to Closingseveral Limited Guarantees, (y) together with all other Damages recovered under Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii9.2(a), exceed the Equity Purchase Price, and provided; further, that the total Damages that may be recovered from a Seller Equityholder under its Limited Guaranty (iv), (v), (vi) or (viiincluding pursuant to Section 9.3) shall not be subject exceed the portion of the Equity Purchase Price it receives less its deemed pro-rata share of any indemnity payments paid to the limits set forth in Buyer Indemnified Parties from the immediately preceding sentence of this Section 9.6(a) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the Cap; provided, however, that notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase PriceIndemnity Escrowed Funds.

Limitations on Indemnity. (a) No Buyer Indemnified Party Notwithstanding anything to the contrary set forth herein, each of Liberty and Emerald shall seek, have no liability for indemnification hereunder or be entitled to, indemnification under Sections 9.2(a)(ifor any Losses pursuant to Section 14.4(a)(ii) or 9.2(a)(iii) (b)(ii), as applicable, until the total of all Losses with respect to the extent such matters exceed (i) the aggregate amount of Losses incurred by a Buyer Indemnified Party with respect to any individual matter for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $25,000 (Liberty’s obligations under Section 14.4(a)(ii), 2% of the “Minimum Amount”)Liberty Assets Purchase Price, and (ii) the aggregate with respect to Emerald’s obligations under Section 14.4(b)(ii), 2% of the individual claims for Losses Emerald Assets Purchase Price (as to each of (i) and (ii), the “Deductible”), after which point the Emerald Indemnified Parties or the Liberty Indemnified Parties, as applicable, shall be entitled to indemnification only in excess of the Buyer Deductible. The aggregate liability of Liberty or Emerald, as applicable for indemnification pursuant to Section 14.4(a)(ii) or (b)(ii), as applicable, with respect to Losses suffered by the Emerald Indemnified Parties or the Liberty Indemnified Parties, as applicable shall not exceed (I) with respect to Liberty’s obligations under Section 14.4(a)(ii), 10% of the Liberty Assets Purchase Price, and (ii) with respect to Emerald’s obligations under Section 14.4(b)(ii), 10% of the Emerald Assets Purchase Price (as to each of which is greater than the Minimum Amount(I) for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $400,000 and (the “Threshold”) or exceeds an amount equal to $5,100,000 (II), the “Cap”); provided, that if the aggregate of all individual claims (each of which is greater than the Minimum Amount) for Losses for which indemnification is sought pursuant to Sections 9.2(a)(i) and 9.2(a)(iii) equals or exceeds the Threshold, then the Buyer Indemnified Parties, subject to the limitations in this Article IX, shall be entitled to recover for such Losses only to the extent such Losses exceed the Threshold, but in any event not to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iii) exceed an amount equal to the Cap). Notwithstanding the immediately preceding sentenceforegoing, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) shall Deductible and the Cap will not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii)), and shall not be included in the calculation of any amounts for purposes a breach of the Threshold or the Cap; provided, however, that notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase PriceFundamental Representations.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall shall, with respect to any claim for indemnification, seek, or be entitled to, indemnification under Sections from Seller pursuant to (i) Section 9.2(a)(i) unless written notice of such claim seeking indemnification is given to the Indemnifying Party during the applicable R&W Survival Period, specifying the details of the alleged misrepresentation, breach of warranty or liability, (ii) Section 9.2(a)(ii) unless written notice of such claim seeking indemnification is given to the Indemnifying Party on or prior to expiration of the applicable Covenant Survival Period, specifying the details of the alleged breach of or failure to perform any covenant or agreement, and (iii) Section 9.2(a)(i) or 9.2(a)(iiiSection 9.2(a)(ii) to unless the extent (i) Damages for which the aggregate amount of Losses incurred by a Buyer Indemnified Party with respect is entitled to any individual matter for which indemnification is sought pursuant to Sections 9.2(a)(iSection 9.2(a) or 9.2(a)(iiiexceed, on a cumulative basis, Two Hundred Fifty Thousand Dollars ($250,000.00) is less than $25,000 (the “Minimum AmountDeductible”), and (ii) the aggregate of the individual claims for Losses of the after which such Buyer Indemnified Parties (each of which is greater than the Minimum Amount) for which indemnification is sought pursuant Party shall be entitled to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $400,000 (the “Threshold”) or exceeds an amount equal to $5,100,000 (the “Cap”); provided, that if the aggregate of all individual claims (each of which is greater than the Minimum Amount) for Losses for which indemnification is sought pursuant to Sections 9.2(a)(i) and 9.2(a)(iii) equals or exceeds the Threshold, then the Buyer Indemnified Partiesrecover, subject to the limitations in this Article IXSection 9.6(a), the amount of such aggregate Damages in excess of the Deductible. In no event shall be entitled the aggregate Damages recovered by the Buyer Indemnified Parties pursuant to recover for Section 9.2(a) exceed, on a cumulative basis, the Indemnity Escrowed Funds (the “Cap”). Notwithstanding the foregoing, the Deductible and Cap shall not apply to indemnification claims made by the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) with respect to breaches of the representations and warranties of Seller in Section 4.1 (Organization of Seller and the Company; Subsidiaries and Investments), Section 4.2(a) (Authority), Section 4.3 (Capitalization), Section 4.16 (Taxes) and Section 4.19 (Brokers), provided, however, that with respect to breaches of such Losses only to the extent such Losses exceed the Thresholdrepresentations and warranties, but in any event not to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iii) exceed an amount equal to Damages recovered by the Cap). Notwithstanding the immediately preceding sentence, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect Buyer Indemnified Parties pursuant to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closingsections and covenants, (y) together with all other Damages recovered under Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii9.2(a), (iv), (v), (vi) or (vii) shall not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the Cap; provided, however, that notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase PriceClosing Payment as subsequently adjusted for the Final Working Capital Adjustment.

Limitations on Indemnity. (a) No Buyer Indemnified Party Notwithstanding the provisions of this Article VIII, Seller shall seek, or not be entitled to, indemnification under Sections 9.2(a)(i) or 9.2(a)(iii) liable to the extent (i) the aggregate amount of Purchaser Indemnified Parties for any Losses incurred by a Buyer Indemnified Party with respect to any individual matter matters arising under clause (i) of Section 8.3(a) except to the extent the Losses therefrom in the aggregate exceed $7,000,000, in which event Seller shall be liable to the Purchaser Indemnified Parties only for such Losses above such amount; provided that the aggregate liability of Seller under Section 8.3(a)(i) shall not exceed $300,000,000. Purchaser shall not be entitled under this Agreement to multiple recovery for the same Losses.Notwithstanding the provisions of this Article VIII, Purchaser or the Acquired Companies shall not be liable to the Seller Indemnified Parties for any Losses with respect to any matters arising under clause (i) of Section 8.2 except to the extent the Losses therefrom in the aggregate exceed $7,000,000, in which indemnification is sought event Purchaser or the Acquired Companies shall be liable to the Seller Indemnified Parties only for such Losses above such amount; provided that the aggregate liability of Purchaser or the Acquired Companies under Section 8.2 shall not exceed $300,000,000. Seller shall not be entitled under this Agreement to multiple recovery for the same Xxxxxx.Xx determining whether (1) there has been a breach of a representation or warranty for the purposes of Section 8.2(i) or 8.3(a)(i) and, (2) the amount of Loss pursuant to Sections 9.2(a)(i8.2(i) and 8.3(a)(i) above, each representation and warranty shall be read without regard and without giving effect to any "material" "materiality" or "Material Adverse Effect" standard or qualification (but excluding any specific dollar threshold) contained in such representation or warranty (as if such standard or qualification were deleted from such representation or warranty). Indemnification shall not be available hereunder in respect of indemnity pursuant to Section 8.2(i) or 9.2(a)(iii8.3(a)(i) is less than (or counted toward the respective $25,000 (7,000,000 baskets in this Section 8.4) in respect of any item unless such items, or such item together with a series of related items, result in a Loss of $100,000 or more.Notwithstanding any other provisions of this Article VIII, Seller shall not be liable to the “Minimum Amount”)Purchaser Indemnified Parties under this Article VIII, Section 9.2(b) and (ii) the aggregate Letter Agreement for any liabilities of the individual claims for Losses of the Buyer Purchaser Indemnified Parties (each of which is greater than the Minimum Amount) for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $400,000 (the “Threshold”) or exceeds an amount equal to $5,100,000 (the “Cap”); provided, that if the aggregate of all individual claims (each of which is greater than the Minimum Amount) for Losses for which indemnification is sought pursuant to Sections 9.2(a)(i) and 9.2(a)(iii) equals or exceeds the Threshold, then the Buyer Indemnified Parties, subject to the limitations in this Article IX, shall be entitled to recover for such Losses only to the extent such Losses exceed the Threshold, but in any event not to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iii) exceed an amount equal to the Cap). Notwithstanding the immediately preceding sentence, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to Losses which are Identified Expenses in excess of (considered in the aggregate with any Identified Expenses indemnified pursuant to the Letter Agreement or indemnified pursuant to Section 9.2(b) of this Agreement) $5,000,000; and provided, further, that such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) $5,000,000 limitation shall not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Losses that are not Identified Expenses, including, without limitation, the costs and expenses in investigating or defending a claim or action by a Plaintiff and any judgment or settlement paid to any Plaintiff; and provided further that any Losses that are Identified Expenses payable pursuant to Section 9.2(a)(ii8.3(d) and 9.2(a)(vii)), and hereof shall not be included in the calculation of any amounts for purposes of the Threshold or the Cap; provided, however, that notwithstanding anything limited to the contrary contained in this Agreement, under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase Price.documented out-of-pocket Identified Expenses. "

Limitations on Indemnity. (a) No Buyer Indemnified Party or Seller Indemnified Party shall seek, or be entitled to, indemnification under Sections 9.2(a)(i) or 9.2(a)(iii(a)(ii), 9.2(b)(i) to the extent or (b)(ii) or 9.2(c)(i) unless (i) the aggregate amount of Losses incurred by a Damages of the Buyer Indemnified Party Parties or Seller Indemnified Parties, as applicable, with respect to any individual matter for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than claim exceeds $25,000 35,000 (the “Minimum Amount”), and (ii) the aggregate amount of the individual claims for Losses Damages (each of which is greater than the Minimum Amount) of the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, for which indemnification is sought (x) exceeds $500,000 (the “Threshold”) and (y) is less than an amount equal to $10,000,000 (the “Cap”); provided, however, that if the aggregate amount of all individual claims for Damages (each of which is greater than the Minimum Amount) for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $400,000 (the “Threshold”a)(ii), 9.2(b)(i) or exceeds an amount equal to $5,100,000 (the “Cap”b)(ii) or 9.2(c)(i); provided, that if the aggregate of all individual claims (each of which is greater than the Minimum Amount) for Losses for which indemnification is sought pursuant to Sections 9.2(a)(i) and 9.2(a)(iii) as applicable, equals or exceeds the Threshold, then the Buyer Indemnified Partiesor Seller, as applicable, subject to the limitations in this Article IX, shall be entitled to recover for only such Losses only to Damages (each of which is greater than the extent such Losses exceed Minimum Amount) that are in excess of the ThresholdThreshold once the Threshold has been met, but in any event not to exceed the Cap (it being agreed that except as provided below, in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iiior (a)(ii), 9.2(b)(i) or (b)(ii) or 9.2(c)(i) exceed an amount equal to the Cap). Notwithstanding the immediately preceding sentence, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) shall not be subject to the limits set forth The limitations contained in the immediately preceding sentence of this Section 9.6(a) (except that the limitations under shall not apply to Fundamental Representations, representations and warranties contained in Section 9.6(a)(i4.7(h) (Minimum Amountto the extent they become operative pursuant to the terms thereof) shall apply or claims pursuant to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii)Sections 9.2(a)(iii), and shall not be included in the calculation of any amounts for purposes of the Threshold 9.2(a)(iv) or the Cap; provided, however, that notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase Price10.1(a).

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification under Sections 9.2(a)(ifrom Xxxxxx'x Seller One pursuant to Section 11.2(a)(i) and Section 11.2(a)(ii) (solely with respect to the failure by Seller to fulfill its obligations pursuant to Section 8.17(b) hereof with respect to any breach of a representation or 9.2(a)(iiiwarranty) to the extent (i) the aggregate amount claims for Damages of Losses incurred by a the Buyer Indemnified Party with respect to any individual matter Parties for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) such sections hereof is less than Five Million Five Hundred Thirty Five Thousand Dollars ($25,000 5,535,000) (the “Minimum Amount”"Xxxxxx'x One Threshold") or exceeds an amount equal to Twenty Two Million One Hundred Forty Thousand Dollars ($22,140,000) (the "Xxxxxx'x One Cap"); provided, and (ii) that, if the aggregate of the individual all claims for Losses of the Buyer Indemnified Parties (each of which is greater than the Minimum Amount) Damages for which indemnification is sought pursuant to Sections 9.2(a)(iSection 11.2(a)(i) or 9.2(a)(iiiand Section 11.2(a)(ii) is less than $400,000 (solely with respect to the “Threshold”) or exceeds an amount equal failure by Seller to $5,100,000 (the “Cap”); provided, that if the aggregate of all individual claims (each of which is greater than the Minimum Amount) for Losses for which indemnification is sought fulfill its obligations pursuant to Sections 9.2(a)(iSection 8.17(b) and 9.2(a)(iiihereof with respect to any breach of a representation or warranty) equals or exceeds the Xxxxxx'x One Threshold, then the Buyer Indemnified Parties, subject to the limitations in this Article IX, shall be entitled to recover for such Losses Damages subject to the limitations in this Section 11.5(a) only to the extent such Losses Damages exceed the Xxxxxx'x One Threshold, but in any event not to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iii) exceed an amount equal to the Xxxxxx'x One Cap). Notwithstanding the immediately preceding sentence, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) shall not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the Cap; provided, however, that notwithstanding anything to the contrary contained herein, solely with respect to any breach by Xxxxxx'x Seller One of the representations or warranties set forth in this AgreementSection 6.11 hereof, under no circumstances the Xxxxxx'x Seller One Threshold shall be deemed to be One Million Dollars ($1,000,000) but any Damages within such threshold shall also be applicable to the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase PriceXxxxxx'x Seller One Threshold.

Limitations on Indemnity. (a) No Buyer Indemnified Party or Seller Indemnified Party shall seek, or be entitled to, indemnification under Sections 9.2(a)(i) or 9.2(a)(iii9.2(a)(ii) to the extent or 9.2(b)(i) or 9.2(b)(ii) respectively, (i) unless the aggregate amount of Losses incurred by a Damages of the Buyer Indemnified Party Parties or Seller Indemnified Parties, as applicable, with respect to any individual matter for which indemnification is sought pursuant to Sections 9.2(a)(iclaim (or aggregated claims arising out of the same facts, events or circumstances) or 9.2(a)(iii) is less than exceeds $25,000 (the “Minimum Amount”), and (ii) unless the aggregate amount of the individual claims (or aggregated claims arising out of the same facts, events or circumstances) for Losses Damages (each of which is greater than the Minimum Amount) of the Buyer Indemnified Parties (collectively) or Seller Indemnified Parties, as applicable, for which indemnification is sought (x) exceeds $400,000 (the “Threshold”) and (y) is less than an amount equal to $4,000,000 (the “Cap”); provided, however, that if the aggregate amount of all individual claims (or aggregated claims arising out of the same facts, events or circumstances) for Damages (each of which is greater than the Minimum Amount) for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $400,000 (the “Threshold”9.2(a)(ii) or exceeds an amount equal to $5,100,000 (the “Cap”9.2(b)(i) or 9.2(b)(ii); provided, that if the aggregate of all individual claims (each of which is greater than the Minimum Amount) for Losses for which indemnification is sought pursuant to Sections 9.2(a)(i) and 9.2(a)(iii) as applicable, equals or exceeds the Threshold, then the Buyer Indemnified Partiesor Seller, as applicable, subject to the limitations in this Article IX, shall be entitled to recover for only such Losses only to Damages (each of which is greater than the extent such Losses exceed Minimum Amount) in excess of the ThresholdThreshold once the Threshold has been met, but in any event not to exceed the Cap (it being agreed that except as provided below, in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iiior 9.2(a)(ii) or 9.2(b)(i) or 9.2(b)(ii) exceed an amount equal to the Cap). Notwithstanding the immediately preceding sentenceforegoing, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) shall not be subject to the limits set forth limitations contained in the immediately preceding sentence of this Section 9.6(a) shall not apply to any Fundamental Representations, Pre-Closing Claims or any representations and warranties contained in Sections 4.11 (except that the limitations under Section 9.6(a)(iTaxes) and 4.13(c) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(viiBenefit Plans)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the Cap; provided, however, that notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase Price.

Limitations on Indemnity. (a) No From and after the consummation of the Closing, the Buyer Indemnified Party Persons shall seek, or not be entitled to, to indemnification under Sections 9.2(a)(iin respect of Indemnified Losses pursuant to Section 5.2(a)(i) resulting from or 9.2(a)(iii) arising out of breaches of the representations and warranties contained in Article 2 of this Agreement unless and until such Indemnified Losses (excluding any such Indemnified Losses that are excluded pursuant to the extent DeMinimis limitation below) exceed nine hundred thousand dollars (i$900,000) in the aggregate amount of Losses incurred by a Buyer Indemnified Party with respect to any individual matter for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $25,000 (the “Minimum AmountIndemnification Threshold”), and (ii) the aggregate of the individual claims for Losses of the Buyer Indemnified Parties (each of which is greater than the Minimum Amount) for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $400,000 (the “Threshold”) or exceeds an amount equal to $5,100,000 (the “Cap”); provided, that if the aggregate of all individual claims (each of which is greater than the Minimum Amount) for Losses for which indemnification is sought pursuant to Sections 9.2(a)(i) and 9.2(a)(iii) equals or exceeds the Threshold, but then the Buyer Indemnified Parties, subject to the limitations in this Article IX, shall be entitled to recover for such Losses only to the extent such Losses exceed the Threshold, but in any event not to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iii) exceed an amount equal to the Cap). Notwithstanding the immediately preceding sentence, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) shall not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the Capsuch excess; provided, however, that notwithstanding anything Bxxxx Shoe shall have no liability in respect of Indemnified Losses pursuant to Section 5.2(a)(i) resulting from or arising out of breaches of the contrary representations and warranties contained in Article 2 of this Agreement, and no claim by any Buyer Indemnified Person shall be so asserted, where the Indemnified Loss related to any individual item or multiple situations exist that give rise to a Indemnified Loss based on the same or substantially the same set of facts and circumstances is, in the aggregate, less than thirty-two thousand dollars ($32,000) (the “DeMinimis”) (but if such Indemnified Loss exceeds the DeMinimis limitation, such Indemnified Loss shall be taken into account in its entirety under no circumstances this Section 5.7(a) subject to the Indemnification Threshold); provided, however, that the DeMinimis limitation in this Section 5.7(a) shall cease to apply once the aggregate amount Indemnified Losses subject to the DeMinimis limitation in this Section 5.7(a) and not indemnified hereunder as a result of the DeMinimis limitation in this Section 5.7(a) exceed $300,000. Notwithstanding the foregoing, neither the Indemnification Threshold limitation nor the DeMinimis limitation in this Section 5.7(a) shall apply in any manner whatsoever to (i) any breach of the Fundamental Reps of Seller’s Liability under , (ii) any breach of the representations and warranties set forth in Section 2.5(c) or (iii) the obligations of Bxxxx Shoe to the extent a breach results from fraud or Willful Misconduct of Seller or Bxxxx Shoe. For purposes of this Agreement and the transactions contemplated hereby exceed the Base Purchase Price.Agreement, “

Limitations on Indemnity. (a) 9.6.1 No Buyer Indemnified Party shall seek, or be entitled to, indemnification under Sections 9.2(a)(i) or 9.2(a)(iii) Section 9.2.1.A hereof to the extent (i) the aggregate amount of Losses Damages incurred by a Buyer Indemnified Party with respect to any individual matter for which indemnification is sought sought, either initially or later revised, pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) Section 9.2.1 is less than $25,000 10,000 (the “Minimum AmountSub-Threshold”), and (ii) the aggregate of the individual claims for Losses Damages of the Buyer Indemnified Parties (each of which is greater than the Minimum AmountSub-Threshold) for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) Section 9.2.1 hereof is less than $400,000 100,000 (the “Threshold”) or exceeds an amount equal to $5,100,000 3,000,000 (the “Cap”); provided, that if the aggregate of all individual claims (each of which is greater than the Minimum AmountSub-Threshold) for Losses Damages for which indemnification is sought pursuant to Sections 9.2(a)(i) and 9.2(a)(iii) Section 9.2.1.A hereof equals or exceeds the Threshold, then the Buyer Indemnified PartiesBuyer, subject to the limitations in this Article IXArticle, shall be entitled to recover for such Losses Damages only to the extent such Losses Damages exceed the Threshold, but in any event not to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iii) Section 9.2.1.A exceed an amount equal to the Cap). Notwithstanding anything herein to the immediately preceding sentencecontrary, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to such Taxes, Excluded Assets and Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) shall not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the CapSection; provided, however, that notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby indemnification obligations with respect to Excluded Liabilities shall not exceed the Base Purchase Price$5,000,000.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification under Sections 9.2(a)(iSection 10.2(a)(i) or 9.2(a)(iii) hereof to the extent (i) the aggregate amount of Losses Damages incurred by a Buyer Indemnified Party with respect to any individual matter for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iiiSection 10.2(a)(i) is less than $25,000 (the “Minimum AmountSub-Threshold”), and (ii) the aggregate of the individual claims for Losses Damages of the Buyer Indemnified Parties (each of which is greater than the Minimum AmountSub-Threshold) for which indemnification is sought pursuant to Sections 9.2(a)(iSection 10.2(a)(i) or 9.2(a)(iii) hereof is less than $400,000 3,000,000 (the “Threshold”) or exceeds an amount equal to $5,100,000 40,000,000 (the “Cap”); provided, that if the aggregate of all individual claims (each of which is greater than the Minimum AmountSub-Threshold) for Losses Damages for breaches of representations and warranties for which indemnification is sought pursuant to Sections 9.2(a)(iSection 10.2(a)(i) and 9.2(a)(iii) hereof equals or exceeds the Threshold, then the Buyer Indemnified PartiesBuyer, subject to the limitations in this Article IXX, shall be entitled to recover for such Losses Damages only to the extent such Losses Damages exceed the Threshold, but in any event not to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iiiunderSection 10.2(a)(i) exceed an amount equal to the Cap). Notwithstanding anything herein to the immediately preceding sentencecontrary, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) Taxes shall not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii))10.6, and shall not be included in the calculation of any amounts for purposes of the Threshold Cap or the Cap; provided, however, that notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase PriceThreshold.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall shall, with respect to any claim for indemnification, seek, or be entitled to, indemnification under Sections from Seller pursuant to Section 9.2(a)(i) or 9.2(a)(iii) to the extent unless (i) written notice of such claim is given to the aggregate amount Indemnifying Party during the applicable Survival Period, specifying the details of Losses incurred by a Buyer Indemnified Party with respect to any individual matter for which indemnification is sought pursuant to Sections 9.2(a)(i) the alleged misrepresentation, breach of warranty or 9.2(a)(iii) is less than $25,000 (the “Minimum Amount”)liability, and (ii) the aggregate amount of the individual claims all Damages for Losses of the which such Buyer Indemnified Parties (each of which Party is greater than the Minimum Amount) for which entitled to indemnification is sought pursuant to Sections Section 9.2(a)(i) or 9.2(a)(iiiexceeds, on a cumulative basis, Five Hundred Seventy Thousand Dollars ($570,000) is less than $400,000 (the “Threshold”) or exceeds an amount equal to $5,100,000 (the “Cap”); provided, that if the aggregate of all individual claims (each of after which is greater than the Minimum Amount) for Losses for which indemnification is sought pursuant to Sections 9.2(a)(i) and 9.2(a)(iii) equals or exceeds the Threshold, then the such Buyer Indemnified PartiesParty shall be entitled to recover, subject to the limitations in this Article IXSection 9.6(a), shall be entitled to recover for such Losses only to the extent such Losses exceed entire Damages amount, including the amount below the Threshold. In no event shall the aggregate Damages recovered by the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) exceed, but on a cumulative basis, Seven Million Six Hundred Thousand Dollars ($7,600,000) (the “Cap”). Notwithstanding the foregoing, the Threshold and Cap shall not apply to indemnification claims made by the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) with respect to breaches of the representations and warranties of Seller in any event not Section 4.1 (Organization of Seller and the Company; Subsidiaries and Investments), Section 4.2(a) (Authority), Section 4.3 (Capitalization), Section 4.12 (Environmental Matters), Section 4.16 (Taxes) and Section 4.19 (Brokers); provided, however, that with respect to exceed the Cap (it being agreed that breaches of such representations and warranties, and breaches of covenants and agreements hereunder, including Section 9.3, in no event shall the aggregate indemnification Damages recovered by the Buyer Indemnified Parties pursuant to be paid such sections, covenants and agreements hereunder, together with all other Damages recovered under Sections 9.2(a)(iSection 9.2(a), exceed the Closing Payment as subsequently adjusted for the Final Working Capital Adjustment. Notwithstanding the foregoing, the aggregate amount of Damages to which the Buyer Indemnified Parties are entitled with respect to Seller’s breach of Section 6.12(k) and 9.2(a)(iii) shall not exceed an amount equal to the Capshortfall in NOL Equivalents required to be made available by Seller to Buyer pursuant to Section 6.12(k) plus any and all actual and reasonable professional fees (including, but not limited to, attorney’s fees) incurred by the Buyer Indemnified Parties directly related thereto, multiplied by 35% (taking into account the Buyer Limitations). Notwithstanding For this purpose, the immediately preceding sentence, Seller’s indemnification obligations under shortfall in NOL Equivalents shall be equal to Fourteen Million Five Hundred Eighteen Thousand Dollars (x$14,518,000) reduced by the amount of NOL Equivalents made available by Seller to Buyer pursuant to Section 9.2(a)(iii) with respect to such Excluded Liabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), (iv), (v), (vi) or (vii) shall not be subject to the limits set forth in the immediately preceding sentence of this Section 9.6(a6.12(k) (except that taking into account the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(viiBuyer Limitations)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the Cap; provided, however, that notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall the aggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase Price.