Limitations on Seller’s Indemnification. Notwithstanding anything to the contrary set forth in this Agreement:
Limitations on Seller’s Indemnification. Subject to Section 5.4(d), with respect to indemnification for any Losses pursuant to Sections 5.3(a), Buyer shall not have any liability under Section 5.3(a) unless the aggregate amount of Losses to all Seller Indemnified Parties exceeds the Buyer Basket (as defined herein) and then Buyer shall be required to pay or be liable for all such Losses from the first dollar, and no amounts of indemnity shall be payable by Buyer which exceed the Buyer Indemnity Cap (as defined herein).
Limitations on Seller’s Indemnification. Notwithstanding the other provisions of this Paragraph 15, Seller shall not be liable to indemnify Buyer pursuant to Paragraph 15(a)(i) for Damages unless Buyer notifies Seller in writing of the claim or potential claim for indemnification pursuant to Paragraph 15(a)(i) not later than one (1) year from the Closing Date.
Limitations on Seller’s Indemnification. Subject to clause Section 10.2(1)(iii), with respect to indemnification for any Claims under Section 10.1(1):
Limitations on Seller’s Indemnification. Seller will have no obligation to indemnify the Purchaser Indemnified Parties for any Losses pursuant to Section 7.1(a) until such time as such Losses, in the aggregate, exceed three million seven hundred thousand dollars ($3,700,000) (the “Threshold Amount”) at which point Seller shall be liable for the amount of such Losses in excess of such amount; provided, that no Loss may be claimed by the Purchaser Indemnified Parties or shall be reimbursable by Seller or shall be included in calculating the aggregate Losses set forth above other than Losses in excess of thirty-seven thousand dollars ($37,000) resulting from any single claim or an aggregated series of related claims arising out of the same facts, events or circumstances. The maximum amount of indemnifiable Losses for which Seller shall be liable pursuant to Section 7.1(a) shall be thirty-seven million dollars ($37,000,000) (the “Indemnity Cap”). Notwithstanding the foregoing, the limitations contained in this Section 7.3(b) shall not apply to (i) any inaccuracy in, or breach of, any Fundamental Representation or any Tax Representation or (ii) claims arising from fraud by Seller. For the avoidance of doubt, any and all breaches and inaccuracies in Fundamental Representations and Tax Representations and indemnification pursuant to Section 7.1(b), Section 7.1(c), Section 7.1(d), Section 7.1(e), Section 7.1(f), Section 7.1(g) or Article VIII shall not be subject to the Indemnity Cap or other limitations set forth in this Section 7.3(b) and instead shall be recoverable from “dollar one.”
Limitations on Seller’s Indemnification. Seller will have no obligation to indemnify a Purchaser Indemnified Party for any Losses pursuant to Section 7.1(a) until such time as such Losses, in the aggregate, exceed One Million Two Hundred Thousand Dollars ($1,200,000.00) (the “Basket”) at which point Seller shall only be liable for the aggregate amount of all Losses in excess of the Basket, provided, that no Loss may be claimed by a Purchaser Indemnified Party or shall be reimbursable by Seller or shall be included in calculating the aggregate Losses set forth above other than Losses in excess of Ten Thousand Dollars ($10,000) (the “Per Claim Amount”) resulting from any single claim or aggregated claims arising out of related facts, events or circumstances. The maximum amount of indemnifiable Losses for which Seller shall be liable pursuant to Section 7.1(a) shall be equal to Twelve Million Dollars ($12,000,000.00) (the “Indemnity Cap”). Notwithstanding the foregoing, the Indemnity Cap, the Per Claim Amount and the Basket shall not apply to indemnification claims made by a Purchaser Indemnified Party with respect to breaches of the Fundamental Representations or based upon fraud or Willful Breach. Further, in no event shall the aggregate amount required to be paid by Seller pursuant to Section 7.1(a) exceed the Purchase Price, provided this sentence shall not apply to indemnification claims made by a Purchaser Indemnified Party based upon fraud or Willful Breach.
Limitations on Seller’s Indemnification. (a) No reimbursement for Damages pursuant to Section 8.2 shall be required unless the aggregate amount of Damages exceeds $50,000 (the "Threshold"), and, in such event indemnification shall be made by the Seller only to the extent that Damages exceed the Threshold. The Purchaser Indemnified Persons shall not have the right to indemnification for any individual Damage that is less than $2,500 and individual Damages that are equal to or less than such amount shall not be counted for purposes of determining whether the aggregate amount of Damages exceeds the Threshold.
Limitations on Seller’s Indemnification. Notwithstanding anything contained herein to the contrary, Buyer shall not be entitled to indemnification for Losses under the provisions of Section 6.2 hereof, (i) unless it shall have given written notice to Seller, setting forth its claim for indemnification in reasonable detail, (ii) unless and until the aggregate amount of all Losses under Section 6.2 shall have exceeded $25,000, in which event Buyer shall be entitled to such indemnification for all Losses; provided, that, the amount of any Loss for which indemnification is provided under Section 6.2 hereof shall be net of any amounts recovered by Buyer under insurance policies with respect to such Loss. Buyer shall in a timely fashion submit a claim to its insurance carrier with respect to any Loss for which Seller is obligated to provide indemnification to Buyer hereunder. Indemnification shall be limited to the amount of consideration actually paid to Seller.
Limitations on Seller’s Indemnification. The amount of the Indemnification (the “Amount of the Indemnification”) shall be equal to the amount corresponding to any Liabilities, increased by direct financial charges in connection with such Liability, if any, after deduction of:
Limitations on Seller’s Indemnification. Except for inaccuracies in the representations and warranties contained in Sections 5.1, 5.2, 5.17, 5.22 (only with respect to representations regarding title to the Acquired Assets) and 5.27, Seller's Parent and Seller shall not be required to indemnify and hold harmless Purchaser Indemnitees, and shall not have any liability with respect to any claim for indemnification pursuant to (i) Section 12.1(a) or (ii) Sections 12.1(b) or (c) to the extent such indemnification claim is for an Excluded Liability related to a product, product warranty, product liability or Computer Software defect or flaw of which Seller has no Knowledge at Closing (collectively, the "Product Claims"), unless and until the aggregate amount of all such claims against Seller's Parent and Seller exceeds $1,000,000 and then only to the extent such aggregate amount exceeds $1,000,000. In no event shall the aggregate indemnification to be paid by Seller's Parent and Seller under (i) Section 12.1(a) or (ii) under Article 12 with respect to any Product Claim, exceed 25% of the Final Purchase Price, provided that such limitation shall not apply to claims based upon a breach of representations or warranties in Sections 5.1, 5.2, 5.9, 5.17, 5.22 and 5.27 or to a Product Claim that arises under an Excess Liability Contract; provided, further that in no event shall the aggregate indemnification to be paid by Seller's Parent and Seller under Section 12.1(a) with respect to claims based upon a breach of representations or warranties in Sections 5.9 or 5.22 exceed the Final Purchase Price.
