Limitations on Seller Indemnification. Notwithstanding anything in this Agreement to the contrary, Seller's obligation to indemnify Buyer shall be subject to all of the following limitations:
Limitations on Seller Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge (and for purposes hereof, such knowledge shall include any information contained in the Due Diligence Material) of any inaccuracy or breach of any representation, warranty or covenant of Seller contained in this Agreement (a “Purchaser-Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Seller set forth in Section 5.3, Section 5.4, Section 11.10, or Section 10.1 of this Agreement or to any Pursuit Costs that may be due Purchaser pursuant to this express terms of this Agreement. Notwithstanding anything contained in this Agreement or in any closing document to the contrary, in no event shall the properties or assets of the direct or indirect partners of Seller, or of the affiliate partnerships or corporations or successors or assigns of any such direct or indirect partners or affiliates, or the directors, officers or shareholders of any of the foregoing, be subject to satisfaction of any liabilities or obligations of Seller under this Agreement or in any closing document delivered by Seller at Closing and in no event shall Seller be liable for, nor shall Purchaser seek, any consequential, indirect or punitive damages from Seller.
Limitations on Seller Indemnification. Notwithstanding anything contained in this Agreement to the contrary: (a) the rights of indemnification provided in Section 10.2 shall expire on the first anniversary of the Closing Date ("Indemnity Expiration Date") and thereafter all Claims and Losses which might otherwise be the subject of indemnification under Section 10.2 shall be extinguished, except as to bona fide and valid Claims and Losses for which
Limitations on Seller Indemnification. The indemnification provided for in Sections 10.2 and Section 10.3 shall be subject to the following limitations and conditions:
Limitations on Seller Indemnification. Notwithstanding the foregoing, (i) no Buyer Indemnified Party shall be entitled to indemnification pursuant to Section 8.2(a)(i) for any Losses unless and until the amount of all Losses for which all Buyer Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a)(i) exceeds $35,000 (the “Seller Threshold Amount”), at which time the Buyer Indemnified Parties shall be entitled to indemnification for all such Losses sustained by such Buyer Indemnified Parties (including all Losses incurred prior to exceeding the Seller Threshold Amount), and (ii) the total liability for indemnification by Seller hereunder, except for liabilities for breaches of representations set forth in Section 4.17 (Employee Benefit Plans and Other Arrangements), 4.19 (Environmental Matters) and 4.20 (Tax Matters) shall be limited to a maximum amount equal to the Aggregate Purchase Consideration; provided, however that there shall be no limit for any Loss arising out of, resulting from or related to fraud or intentional misrepresentation.
Limitations on Seller Indemnification. Notwithstanding anything to the contrary:
Limitations on Seller Indemnification. 9.6.1. Except as specifically otherwise provided, including, without limitation, claims against Seller relating to (i) failure of any of the representations and warranties of Seller contained in Section 4.13 (Tax) or any of the Fundamental Representations to be true and correct in all respects, (ii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iii) the Excluded Assets, (iv) the Excluded Liabilities, or (v) as a result of or in connection with the discharge of any Permitted Liens, Seller shall have no indemnification payment obligations unless and until the aggregate amount of Damages exceeds One Hundred Seventy-Five Thousand Dollars (US$175,000) (the “Basket Amount”); provided, that once the aggregate amount of such Damages exceeds the Basket Amount, Seller shall be liable for all such Damages back to Dollar one ($1).
Limitations on Seller Indemnification. 9.6.1. Except as specifically otherwise provided, Seller, shall have no indemnification payment obligations with respect to any breaches of a representation or warranty unless and until the aggregate amount of Damages with respect to any breach of one or more representation or warranty exceeds One Hundred Fifty Thousand Dollars (US$150,000) (the “Basket Amount”); provided, that once the aggregate amount of such Damages exceeds the Basket Amount, Seller shall be liable for all such Damages back to Dollar one ($1).
Limitations on Seller Indemnification. Notwithstanding anything contained herein to the contrary, Buyer shall not be entitled to indemnification for Losses under the provisions of Section 4.1 hereof, (i) unless it shall have given written notice to Seller, setting forth its claim for indemnification in reasonable detail. Buyer shall be entitled to such indemnification for all losses. This clause (ii) shall not limit or reduce any claim for indemnification of losses resulting from a breach of the representations and warranties contained in section 5. Nothing contained herein shall be deemed to create an affirmative obligation on the part of buyer to submit a claim to its insurance carrier with respect to any loss for which seller is obligated to provide indemnification to buyer hereunder.
Limitations on Seller Indemnification
