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

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. (a) No reimbursement for Damages Except as otherwise provided by Article IX, Seller’s obligation to indemnify pursuant to this Article VIII for breaches of its representations and warranties is subject to the limitations in this Section 8.2 8.5. Except for Losses arising under Section 3.2 or Section 3.3 in respect of title to Shares and the shares of the Companies, no indemnification shall be required made for breaches of its representations and warranties unless and until the aggregate amount of Damages Losses sustained by Purchaser Indemnitees under Section 8.1 of this Agreement (“Purchaser Losses”) exceeds $50,000 20,000,000 (the "Threshold"“Deductible Amount”), and, in such which event indemnification shall Seller will be made by the Seller required to pay 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 such Purchaser Indemnified Persons with respect to such loss, (ii) any indemnity, contribution or other similar payment payable to any Losses in excess 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) Deductible Amount. In no event shall the Seller's aggregate liability indemnification to be paid by Seller under Section 8.1 for breaches of its representations and warranties exceed 10% of the Purchase Price (the “Cap Amount”); provided that such limitation shall not apply to claims based upon a breach of representations or warranties in Sections 3.1, 3.2, and 3.3 in respect of title to the Purchaser Indemnified Persons Shares and the shares of the Companies. Notwithstanding the foregoing, Seller shall not be obligated to provide indemnification with respect to any claim that could be made under Section 8.1 for breaches of its representations and warranties (other than any Losses arising under Section 3.2 or Section 3.3 in respect of title to Shares and the shares of the Companies) if the entire amount of Losses relating to such claim and claims arising out of the same events or series of related events under this Agreement for breaches is or is reasonably expected to be less than $1,000,000 (it being agreed that, in respect of representations any representation or warrantieswarranty containing a qualification therein as to materiality or Material Adverse Effect, covenants once the existence of a breach or agreements, whether pursuant inaccuracy of any such representation or warranty has been established while giving effect to Article VIII or otherwise, exceed $2,000,000. Howeversuch qualification, the limitation on liability set forth in amount of Losses under this Section 8.6(c) will not apply sentence related thereto shall be construed without giving effect to any breaches, actions or omissions, which are not subsequently amended by a supplement or amendment prior to Closing, that amount to fraudsuch qualification). (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. (a) No reimbursement Seller will have no obligation to indemnify a Purchaser Indemnified Party for Damages any Losses pursuant to Section 8.2 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 required unless liable for the aggregate amount of Damages exceeds 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 ($50,000 10,000) (the "Threshold")“Per Claim Amount”) resulting from any single claim or aggregated claims arising out of related facts, and, in such event indemnification 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 the Seller only to the extent that Damages exceed the Threshold. The a 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 Party with respect to such loss, (ii) any indemnity, contribution or other similar payment payable to any breaches 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 Fundamental Representations or based upon fraud or Willful Breach. Further, in no event shall the Seller's aggregate liability amount required to the Purchaser Indemnified Persons under this Agreement for breaches of representations or warranties, covenants or agreements, whether be paid by Seller pursuant to Article VIII or otherwiseSection 7.1(a) exceed the Purchase Price, exceed $2,000,000. However, the limitation on liability set forth in provided this Section 8.6(c) will sentence shall not apply to any breaches, actions or omissions, which are not subsequently amended indemnification claims made 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 8Party 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. (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 ’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 88.2. Notwithstanding any other provisions of this Agreement and except with respect to claims by third parties, the Seller shall not be liable, whether in contract, in tort (including negligence and strict liability), or otherwise, for any special, indirect, incidental or consequential damages whatsoever, including, but not limited to, loss of profits or revenue, loss of use of equipment or facilities, business interruptions, costs of capital and claims of customers that in any way arise out of, relate to, or are a consequence of, any of the matters set forth in clauses (a) through (d) of Section 8.2.