Limitations on Seller’s Indemnification Obligations Sample Clauses

Limitations on Seller’s Indemnification Obligations. 5.2.1 Buyer and its successors and permitted assigns shall not be entitled to indemnification under this Section unless a claim has been asserted by written notice delivered to Seller on or prior to the twenty four (24) month anniversary of the Closing, specifying the details of such alleged breach. 5.2.2 Seller shall have no indemnification obligation under this Section unless and until the aggregate amount recoverable against Seller exceeds $25,000, in which event Seller shall be responsible for all amounts recoverable in excess of said aggregate amount of $25,000.

Limitations on Seller’s Indemnification Obligations. SELLER’S AGGREGATE LIABILITIES UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ITS INDEMNIFICATION OBLIGATIONS UNDER THIS ARTICLE XII AND ANY CLAIM OF A SELLER BREACH OF ANY REPRESENTATION AND WARRANTY, SHALL NOT EXCEED TWENTY PERCENT (20%) OF THE PURCHASE PRICE; PROVIDED, HOWEVER, SELLER’S OBLIGATIONS UNDER SECTION 10.06 AND SECTION 12.02(b) AS TO AD VALOREM TAXES SHALL NOT BE SUBJECT TO THIS LIMITATION.

Limitations on Seller’s Indemnification Obligations. Notwithstanding the foregoing, the Sellers shall not be required to indemnify the Purchaser Indemnified Parties in respect of any Loss subject to indemnification under Section 6.2(a)(i) (x) unless and until the aggregate of all Losses subject to indemnification under Section 6.2(a)(i) (other than Losses thereunder to which the Deductible does not apply in accordance with the last sentence of this Section 6.2(c)) exceeds $415,000 (the “Deductible”), in which case the Sellers shall be required to indemnify the Purchaser Indemnified Parties for only such Losses in excess of the Deductible and (y) from and after the time that the Sellers have made indemnification payments under Section 6.2(a)(i) (other than payments thereunder to which the Cap does not apply in accordance with the last sentence of this Section 6.2(c)) that in the aggregate are equal to or in excess of $5,187,500 (the “Cap”). Notwithstanding anything herein to the contrary, the Deductible and the Cap shall not apply to Losses to the extent such Losses arise from or relate to fraud, intentional misrepresentation or a breach of a Fundamental Rep, and, for the avoidance of doubt, shall not apply in any claim for indemnification pursuant to Section 6.2(a)(ii) or Section 6.2(a)(iii).

Limitations on Seller’s Indemnification Obligations. The Liability of Seller to provide any indemnification to any Purchaser Indemnitee and the right of the Purchaser Indemnitees to indemnification under Section 10.1(a) shall be subject to the following provisions: (i) no claims for indemnification shall be made under this Agreement against Seller, and no indemnification shall be payable to any Purchaser Indemnitees, with respect to General Claims after the date which is [***] following the Closing Date; (ii) no claims for indemnification shall be made under this Agreement against Seller, and no indemnification shall be payable to any Purchaser Indemnitees, with respect to any Tax Claim after the date that is [***] days after expiration of all applicable statutes of limitation with respect to such Tax Claim; (iii) no claims for indemnification shall be made under this Agreement against Seller, and no indemnification shall be payable to any Purchaser Indemnitees, with respect to Fundamental Representation Claims upon [***]; and (iv) claims for indemnification with respect to Excluded Liability Claims and Fraud Claims made under this Agreement shall not be subject to any of the limitations set forth in this Section 10.1(b).

Limitations on Seller’s Indemnification Obligations. (a) Except as provided below, Purchaser (and any Purchaser’s Indemnitee) may not assert any Section 4(B) Claim for a Section 4(B) Indemnification unless and until the aggregate amount of all such Losses for Purchaser’s Section 4(B) Indemnification claims exceeds Three Hundred Fifty Thousand and No/100 Dollars ($350,000) (the “Basket Amount”); it being acknowledged that upon the Basket Amount being exceeded, Seller shall be responsible for payment of all Losses (for which Purchaser is entitled to Section 4(B) Indemnification) from the first dollar of such Losses (including the Basket Amount) of Purchaser or any Purchaser’s Indemnitee, subject to the conditions set forth herein and the limitations set forth in Section 4(B)(2) above and Section 4(B)(4)(b), Section 4(B)(4)(c) and Section 4(B)(5) below. Notwithstanding the foregoing, Purchaser shall not be required to exceed the Basket Amount to obtain a Section 4(B) Indemnification for Losses with respect to the Pending Litigation, Section 4(A)(1) (Regarding Seller’s Authority), Section 4(A)(3) (EWMUA Payment), Section 4(A)(7) (Collective Bargaining Agreement/ERISA), Section 4(A)(11) (No Undisclosed Liabilities), Section 4(A)(13) (Title to FF&E and Intangible Property), Section 4(A)(14) (OFAC), Pre-Closing Contract Obligations, the Post-Closing Contract Obligations, Seller’s Obligations or for Section 4(B) Claims for which Purchaser is entitled to indemnification pursuant to Section 4(B)(2)(b) (fraud claims). (b) Seller shall have no liability for any Losses of Purchaser or any Purchaser’s Indemnitee for any Section 4(B) Claims to the extent the aggregate amount of all such Losses exceeds Ten Million and no/100 Dollars ($10,000,000) (the “Liability Cap”); provided that (i) Seller shall have no liability for Losses of Purchaser or any Purchaser Indemnitee for any Section 4(B) Claims with respect to a breach of Section 4(A)(11) (No Undisclosed Liabilities) to the extent the aggregate amount of all such Losses exceed $1,000,000 (the “4(A)(11) Liability Cap”) and (ii) the Liability Cap shall not apply to Losses with respect to the Pending Litigation, Section 4(B) Claims for which Purchaser is entitled to Section 4(B) Indemnification pursuant to Section 4(B)(2)(b) (fraud claims), Pre-Closing Contract Obligations, the Post-Closing Contract Obligations and Seller’s Obligations. (c) Notwithstanding anything to the contrary set forth herein, the amount of any Losses for which Purchaser (or any Purchaser’s Indemnitee) s...

Limitations on Seller’s Indemnification Obligations. The Buyer Indemnified Parties shall only be entitled to indemnification from Seller with respect to any Damages incurred by Buyer Indemnified Parties if the aggregate Damages of all Buyer Indemnified Parties (with respect to all claims brought for indemnification hereunder) exceeds the Threshold Amount; thereafter, Seller shall indemnify Buyer Indemnified Parties for all Damages (including those used in calculating the Threshold Amount) incurred by Buyer Indemnified Parties up to, but not exceeding, the aggregate sum of Two Million Dollars ($2,000,000), plus any amounts payable by Seller under Section 8.5(a). If Seller receives written notice from a Buyer Indemnified Party of a Claim prior to the expiration of the survival period, Seller's obligation to indemnify Buyer Indemnified Parties with respect to such claim shall survive such expiration and be enforceable as otherwise provided in this Article 9. Any such written notice, to be effective, must specify with reasonable detail the nature and, to the extent determinable at the time of notice, the amount of the indemnity claim.

Limitations on Seller’s Indemnification Obligations. Subject to the exceptions set forth below, the Buyer will not be entitled to indemnification under Section 8.3 unless the aggregate amount of all Losses for which indemnification is sought by the Buyer Parties pursuant to such Section exceeds $25,000 (the _Indemnification Threshold_), in which case the Buyer Parties will be entitled to indemnification for the amount of such Losses in excess of such amount. The maximum aggregate Losses for which the Buyer Parties will be entitled to indemnification under Section 8.3 is $500,000. Notwithstanding the foregoing, there shall be no application of the Indemnification Threshold with respect to: (a) any breach or alleged breach of any representation or warranty resulting from Seller’s or any President’s intentional misrepresentation or fraud; (b) any breach or alleged breach of any representation or warranty set forth in Sections 4.1, 4.4, 4.10, 4.11, 4.14, 4.15 or 4.22; or (c) any of the Other Excluded Liabilities described on Schedule 2.2.

Limitations on Seller’s Indemnification Obligations. Notwithstanding anything to the contrary contained in this Agreement, (a) Seller’s obligations under Section 16.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 16.07 (i) as to Losses covered by Section 16.04(a) on or before the day occurring twelve (12) months after the Closing and (ii) as to Losses covered by Section 16.04(b) on or before the day occurring six (6) months after the Closing, (b) as to Losses covered by Section 16.04(b), Buyer shall bear sole responsibility for the aggregate Losses associated with all such claims up to a threshold percentage of two percent (2%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent of those Losses that exceed two percent (2%) of the Unadjusted Purchase Price, and (b) Seller’s aggregate liability under Section 16.04 is limited to an amount equal to twenty percent (20%) of the Unadjusted Purchase Price and Sellers’s liability pursuant to Section 16.04 shall terminate on the day occurring eighteen (18) months after Closing. For the avoidance of doubt, Seller shall not be liable under Section 16.04 for any Losses to the extent there has been a downward adjustment to the Purchase Price for such Losses under Section 12.02(b).

Limitations on Seller’s Indemnification Obligations. Seller’s indemnification obligations under the provisions of Section 10.2(b) are subject to the following limitations: (i) Buyer Indemnitees shall not be entitled to indemnification with respect to matters set forth in Section 10.2(b)(iv) until the total amount for which Buyer Indemnitees are entitled to indemnification, but for this Section 10.2(c)(i), exceeds $10,000, and then only for the excess over $10,000; (ii) with the exception of the representations and warranties contained in Sections 4.13 (Taxes) and 4.19 (Environmental), Buyer Indemnitees shall not be entitled to indemnification with respect to a breach of any of Seller’s representations and warranties unless such claim has been asserted by a Buyer Indemnitee by written notice delivered to Seller on or before the second anniversary of the Closing Date; (iii) the aggregate liability of Seller in connection with its indemnification obligations under Section 10.2(b)(iv) shall not exceed the Consideration; (iv) Buyer Indemnitees shall not be entitled to indemnification with respect to a breach of Seller’s representations and warranties contained in Section 4.13 (Taxes), unless such claim has been asserted by a Buyer Indemnitee by written notice to Seller before the date that is 90 days after the expiration of the applicable statute of limitations; and (v) notwithstanding any other provision in this Section 10.2, with the exception of liabilities related to a violation of any Environmental Laws at Offsite Facilities or Release of Hazardous Materials or other materials at Offsite Facilities with respect to which Seller’s indemnification obligations shall continue indefinitely, Buyer Indemnitees shall not be entitled to indemnification relating to Environmental Laws or Hazardous Materials, to the extent the claim for indemnification is first asserted by a Buyer Indemnitee after the fifth anniversary of the Closing Date.