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. (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.
(b) All Damages incurred by the Purchaser Indemnified Persons shall be reduced by (i) the amount of any insurance proceeds payable to the Purchaser Indemnified Persons with respect to such loss, (ii) any indemnity, contribution or other similar payment payable to any of the Purchaser Indemnified Persons by any third party with respect to such loss and (iii) an amount equal to any reduction of income Taxes attributable to such loss.
(c) In no event shall the Seller's aggregate liability to the Purchaser Indemnified Persons under this Agreement for breaches of representations or warranties, covenants or agreements, whether pursuant to Article VIII or otherwise, exceed $2,000,000. However, the limitation on liability set forth in this Section 8.6(c) will not apply to any breaches, actions or omissions, which are not subsequently amended by a supplement or amendment prior to Closing, that amount to fraud.
(d) The indemnification set forth in this Article VIII shall be the sole monetary remedy of Parent, the Purchaser and the other Purchaser Indemnified Persons with respect to the matters set forth in clauses (a) through (d) of Section 8.
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):
(i) Neither Seller nor Parent shall have any liability under Section 10.1(1) unless the aggregate amount of Losses to all Buyer Indemnified Parties under Section 10.1(1) of this Agreement exceeds the Seller Basket and then only to the extent of such excess.
(ii) No amounts of indemnity shall be payable by Seller or Parent as a result of any Claims arising under Section 10.1(1) of this Agreement which exceed the Seller Indemnity Cap.
(iii) Notwithstanding anything to the contrary contained in this Agreement, the amount of indemnity payable by Seller or Parent as a result of any Claims arising out of: Section 4.1 (Due Incorporation and Qualification), Section 4.2 (Capitalization), Section 4.3 (Authority), Section 4.6 (Tax Matters), Section 4.12 (Employee Relations), Section 4.13 (Contracts), Section 4.16 (Intangibles), Section 4.17 (Title) and Section 4.21 (ERISA) of this Agreement shall not be subject to the Seller Basket or the Seller Indemnity Cap.
Limitations on Seller’s Indemnification. Seller shall not be ----------------------------------------- liable and Purchaser agrees not to enforce any claim for indemnification under this Agreement until the aggregate amount of all such claims exceeds 2-1/2% of the cash portion of the Purchase Price (the "Threshold Amount"), and then Purchaser shall be entitled to recover only the amount of such claims in excess of the Threshold Amount. Purchaser shall provide Seller with written notice of all claims included in the Threshold Amount. The maximum aggregate liability of Seller for Damages of every kind and character arising under or in connection with this Agreement and the transactions contemplated hereby, including indemnification, shall be equal to the amount of the 50% of the cash portion of the Purchase Price. In determining the amount subject to any claim, if any, for indemnification against Seller hereunder, the amount of any insurance proceeds received by Purchaser shall be deducted from the amount of the required indemnification payments.
Limitations on Seller’s Indemnification. Seller will have no obligation to indemnify Purchaser for any Losses pursuant to Section 7.1(a) until such time as such Losses, in the aggregate, exceed one million dollars ($1,000,000) at which point Seller shall be liable for the amount of such Losses solely to the extent they are in excess of one million dollars ($1,000,000). The maximum amount of indemnifiable Losses for which Seller shall be liable pursuant to Section 7.1(a) shall be forty million dollars ($40,000,000). The foregoing notwithstanding, Seller shall be obligated to indemnify Purchaser for all Losses pursuant to Section 3.1, Section 3.2, Section 3.6 and Section 3.27.
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:
(a) the amount of the specific reserve fund, if any, posted for the relevant Liability in the Financial Statements except that (i) the reserve fund posted for the Excluded Receivables cannot be utilized for any unpaid receivable and (ii) the reserve fund posted for the Excluded Inventory cannot be utilized for other inventory items; and
(b) the amount of any contingent assets which should arise with respect to the Financial Statements and referred to the period of operation of the Company prior to the Closing Date, except for any plus-values existing in and capital gains deriving from the sale of fixed assets or inventory items.
Limitations on Seller’s Indemnification. (a) In the absence of fraud or intentional misrepresentation by the Sellers, no claim for indemnification pursuant to Section 8.1(a)(i) shall be made unless a claim arises and written notice pursuant to Section 8.3 or 8.5 is delivered to the Sellers within 18 months of the Closing Date (the "Claims Close Date"), provided that a claim for indemnification related to Sellers' breach of Section 3.7 may be made at any time and a claim for indemnification related to the Sellers' breach of Section 3.15 may be made at any time prior to the date that is 90 days after the expiration of the relevant statute of limitations (and any waiver or extensions thereof).
(b) In the absence of fraud or intentional misrepresentation by the Sellers, the Sellers shall have no indemnification obligation to the Purchasers pursuant to Section 8.1(a)(i) unless and until the total amount of all of the Purchasers' Damages covered by Section 8.1(a)(i) exceeds $550,000, at which point the Sellers' indemnification obligations will cover all such Damages of the Purchasers. The aggregate indemnification liability of the Sellers under Section 8.1(a)(i) shall not exceed $9,200,000.
Limitations on Seller’s Indemnification. (i) The maximum amount of indemnifiable Losses for which Seller shall be liable pursuant to Section 9.1 shall be $10,000,000 (the “Indemnity Cap”); provided that the maximum aggregate amount of indemnifiable Losses for which Seller shall be liable pursuant to (x) Section 9.1(a) – (h) shall be $7,500,000 and (y) Section 9.1(i) shall be $2,500,000.
(ii) Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that such Loss was included as a liability in the calculation of the Purchase Price, as finally determined in accordance with Section 2.7.
(iii) Seller shall not have any liability under Section 9.1 for any punitive damages, except to the extent such punitive damages are awarded to a third party.
