Common use of Limitations on Seller’s Indemnification Obligations Clause in Contracts

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. After Notwithstanding the Closingforegoing, Sellers sole liability for a Breach of any provision except as provided in the last sentence of this Agreement (or any of the Transaction Documents) other than Sections 5.6, 5.7, 12.16, 13.1(eSection 10.2(c), 14.1the Purchaser Indemnified Parties shall not have any right to be indemnified by the Seller under, and 14.2 will be the indemnification provisions of Section 10.1. Sellers will have no liability or obligation to nor shall they make any payments claim pursuant to Sections 10.2(a)(i), 10.2(a)(iii),10.2(a)(v) and 10.2(a)(viii) (with respect to indemnification obligations arising under Section 10.1(aSections 10.2(a)(i), 10.2a(iii) or (band 10.2(a)(v)) of this Agreement above, unless and until the total aggregate amount of all Damages to the Seller Indemnified Parties with respect to such matters provisions exceeds $300,000 (500,000, in which case the “Deductible Amount”), and then Seller Indemnified Parties will be entitled to indemnification only for to the amount by extent to which such Damages exceed the Deductible Amount$500,000. 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 Moreover, except as provided 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 this Section 13.1(c10.2(c), the Seller's aggregate maximum liability under Sections 10.2(a)(i), 10.2(a)(iii), 10.2(a)(v), 10.2(a)(vi), 10.2 (a)(vii) and 10.2(a)(viii) above shall not exceed the sum of this Agreement$5,000,000 plus the Earnout Payment (the "Seller's Cap"); provided, (c) however, that the Seller's Cap shall not limit the indemnification obligations of Seller (i) under Section 10.1(c10.2(a)(vi) with respect to attorneys' fees and other costs incurred by Purchaser relating to the Class Action and the Litigation Matters, which shall be the sole responsibility of Seller, and (ii) under Section 10.2(a)(viii) with respect to indemnification obligations arising under Sections 10.2(a)(ii) 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 Xxxxxx10.2(a)(iv). The Buyer Indemnified Parties shall Any payments required to be entitled, but not obligated, to setoff any amounts properly payable made by any the Seller pursuant to Sections 7.4(b) or 7.4(c) shall not be subject to any of the limitations contained in this Section 10.1 against any Annual Earnout payments payable by Buyer pursuant to Section 2.1(b) of this Agreement10.2(c).

Limitations on Seller’s Indemnification Obligations. After the Closing(a) Except as provided below, Sellers sole liability Purchaser (and any Purchaser’s Indemnitee) may not assert any Section 4(B) Claim for a Breach of any provision of this Agreement (or any of the Transaction DocumentsSection 4(B) 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 Indemnification unless and until the total aggregate amount of all Damages 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 such matters exceeds $300,000 the Pending Litigation, Section 4(A)(1) (the “Deductible Amount”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 then only for the amount by which such Damages exceed the Deductible Amount. Sellers’ maximum aggregate liability under Intangible Property), Section 10.1(a4(A)(14) and (b) of this Agreement will be limited to $2,500,000 (the “Sellers’ Cap”OFAC). 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, Pre-Closing Contract Obligations, the first sentence of Post-Closing Contract Obligations, Seller’s Obligations or for Section 3.2, or Section 3.9 of this Agreement or Sections 3(a), 3(b4(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 Claims for which Purchaser is entitled to 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(b4(B)(2)(b) of this Agreement(fraud claims).

Limitations on Seller’s Indemnification Obligations. After the Closing, Sellers sole No Seller shall have liability to Buyer for a Breach indemnification under (i) Section 9.2(a)(i) for Damages arising out of any provision of this Agreement (non-willful and inadvertent inaccuracies in 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 breaches of the representations and warranties made of the Companies contained in Article II A. hereof (other than inaccuracies in or breaches of Sections 2.3 and 2.19) or (ii) Section 9.2(a)(iv) unless and until the first sentence aggregate of all such Damages exceeds $400,000 (the "Basket Amount"), it being understood that such Damages shall accumulate until such time or times as the aggregate of all such Damages exceeds the Basket Amount, whereupon the Buyer shall be entitled to indemnification hereunder for Damages arising out of such inaccuracies or breaches to the extent that the aggregate amount thereof exceeds $200,000. The Basket Amount shall not apply to Damages arising out of the breach of the representations and warranties contained in Sections 2.3, 2.19, or of the representations and warranties of each of the Stockholders contained in Article II B., nor shall it apply to any Damages arising out of any matter subject to indemnification pursuant to clauses (ii) or (iii) of Section 3.19.2(a) or any matter subject to indemnification pursuant to Section 9.2(b). Notwithstanding anything herein to the contrary, the first sentence of Section 3.2, or Section 3.9 of this Agreement or Sections 3(a), 3(b) or 3(c) total liability of the Membership Interests Purchase Agreements, Sellers to the Buyer Indemnitees pursuant to clauses (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(ei) and (div) Sellers obligation to pay any bonus or other amounts payable by Annaco to Xxxxxxx Xxxxxx as a result of Section 9.2(a) shall not exceed the outstanding balance of the consummation Escrow held by the Escrow Agent; provided however, this limitation shall not apply to Damages arising out of the transactions contemplated hereby any matter subject to indemnification pursuant to clauses (other than ii) or (iii) of Section 9.2(a) or any amounts Buyer agrees matter subject to pay to Xxxxxxx Xxxxxx). The Buyer Indemnified Parties shall be entitled, but not obligated, to setoff any amounts properly payable by any Seller indemnification pursuant to Section 10.1 against any Annual Earnout payments payable by Buyer pursuant to Section 2.1(b) of this Agreement9.2(b).