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.
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. 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:
Limitations on Seller’s Indemnification Obligations. After the Closing, Sellers sole liability for a Breach of any provision of this Agreement (or any of the Transaction Documents) other than Sections 5.6, 5.7, 12.16, 13.1(e), 14.1, and 14.2 will be the indemnification provisions of Section 10.1. Sellers will have no liability or obligation to make any payments under Section 10.1(a) or (b) of this Agreement unless and until the total of all Damages with respect to such matters exceeds $300,000 (the “Deductible Amount”), and then only for the amount by which such Damages exceed the Deductible Amount. Sellers’ maximum aggregate liability under Section 10.1(a) and (b) of this Agreement will be limited to $2,500,000 (the “Sellers’ Cap”). The limitations on liability set forth in this Section 10.4 (including both the Deductible Amount and the Sellers’ Cap) shall not apply to (a) any Breach of the representations and warranties made in the first sentence Section 3.1, the first sentence of Section 3.2, or Section 3.9 of this Agreement or Sections 3(a), 3(b) or 3(c) of the Membership Interests Purchase Agreements, (b) the covenants made by the Sellers in Sections 5.6, 5.7, 12.20, 14.1, 14.2 and 14.5 or the last sentence of Section 13.1(c) of this Agreement, (c) the indemnification under Section 10.1(c) and Section 10.1(d) and Section 10.1(e) and (d) Sellers obligation to pay any bonus or other amounts payable by Annaco to Xxxxxxx Xxxxxx as a result of the consummation of the transactions contemplated hereby (other than any amounts Buyer agrees to pay to Xxxxxxx Xxxxxx). The Buyer Indemnified Parties shall be entitled, but not obligated, to setoff any amounts properly payable by any Seller pursuant to Section 10.1 against any Annual Earnout payments payable by Buyer pursuant to Section 2.1(b) of this Agreement.
Limitations on Seller’s Indemnification Obligations. Seller’s obligations pursuant to the provisions of Section 6.2 are subject to the following limitations:
Limitations on Seller’s Indemnification Obligations. Notwithstanding Section 6.2(a)(i) hereof, Seller shall not be required to indemnify the Buyer 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) exceeds $100,000 (the “Deductible”), in which case Seller shall be required to indemnify the Buyer Indemnified Parties only for such Losses in excess of the Deductible, and (y) from and after the time that Seller has 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 $2,000,000 (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 Representation, and, for the avoidance of doubt, shall not apply in any claim for indemnification pursuant to Section 6.2(a)(ii), Section 6.2(a)(iii), Section 6.2(a)(iv) or Section 7.2.
Limitations on Seller’s Indemnification Obligations. (a) Subject to Section 9.5(c), the Seller will have no obligation to indemnify any Buyers’ Indemnitee from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of or caused by the breach or alleged breach by the Seller of its representations or warranties contained in this Agreement or any inaccuracy in its certificate delivered under Section 8.1(d) until the Buyers’ Indemnitees have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $1,000,000 aggregate deductible, at which point the Seller will be obligated only to indemnify the Buyers’ Indemnitees from and against such further Adverse Consequences.
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. 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. 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).
