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).
9.6.2. No Buyer Indemnified Party shall have the right to seek indemnification with respect to any failure of any of the representations and warranties of Seller to be true and correct in all respects unless such claim is asserted during the applicable Survival Period for such representation or warranty.
9.6.3. Other than Seller’s liability for (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 breach of any covenant of Seller contained in this Agreement, (iii) 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, (iv) the Excluded Assets, or (iv) the Excluded Liabilities, the aggregate liability of Seller hereunder shall in no event exceed the aggregate earnings Seller has received from Revenue Payments hereunder (the “Cap”). Buyer shall be required to first look to the Escrow Cash (to the extent not already disbursed) to satisfy any claims hereunder, and accordingly Buyer shall have no right to seek a recovery hereunder from Seller until the Escrow Cash then due has been fully disbursed or to the extent there are asserted claims in excess of the then Escrow Cash.
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:
(i) The amount of any losses, costs, expenses, liabilities, penalties, claims, and other damages ("Losses") incurred by Buyer shall be reduced by (A) the amount Buyer recovers (after deducting all attorneys' fees, expenses, and other out-of-pocket costs of recovery) from any insurer or other party liable for such Losses, and Buyer shall use commercially reasonable efforts to effect any such recovery and (B) any tax benefit realized by Buyer or its owners as a result of any such Loss.
(ii) Buyer shall be entitled to indemnification only for Losses as to which Buyer has given Seller written notice describing in reasonable detail the nature and basis for such indemnification ("Notice of Claim") on or prior to the first anniversary of the Closing Date.
(iii) Any amounts owed to Buyer by Seller pursuant to this Section 13 shall be limited to Forty Thousand Dollars ($40,000.00) and Seller shall have no other liability or responsibility for indemnification hereunder.
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 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. 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. Notwithstanding anything in this Agreement to the contrary, Seller's obligation to indemnify Buyer shall be subject to all of the following limitations:
(i) The amount of any losses, costs, expenses, liabilities, penalties, claims, and other damages ("Losses") incurred by Buyer shall be reduced by (A) the amount Buyer recovers
Limitations on Seller Indemnification. (a) In no event shall the indemnification obligations of the Sellers include any obligation to provide indemnification for Losses of the type identified in Section 11.2(a) (other than with respect to any Fundamental Representations, and the representations and warranties contained in Section 4.15 (Taxes) and Sections 4.8(a)(i) (Seller Owned Real Property) and 4.8
(b) (i) (Seller Leased Real Property)) (the “Seller Covered Claims”), unless and until the aggregate amount of all Losses arising out of such Seller Covered Claims for which indemnification is sought exceeds on a cumulative basis an amount equal to $550,000 (the “Seller Deductible”); in which case indemnification under this Article 11 shall be available (subject to the other limitations herein) only for Losses in excess of the Seller Deductible.
Limitations on Seller Indemnification. Notwithstanding anything to the contrary:
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
