Limitations on Seller’s Indemnity. (i) Seller shall not be liable for any Loss described in Section 10.1(a)(i) until the aggregate of all such Losses for which Seller is liable are in excess of $250,000. Notwithstanding the foregoing, Seller shall not indemnify or hold Buyer or its Affiliates harmless against any such individual Loss unless such Loss exceeds Fifty Thousand Dollars ($50,000) and no such individual Loss of less than Fifty Thousand Dollars ($50,000) (exclusive of attorneys' fees) shall be considered in determining whether the aggregate Losses exceed the deductible set forth in the preceding sentence.
Limitations on Seller’s Indemnity. Notwithstanding anything herein to the contrary, Seller shall have no obligation or liability under Section 12(b) or otherwise in connection with the transactions contemplated by this Agreement, with respect to any Losses suffered by the Buyer Group, in the aggregate, in excess of the Base Purchase Price. Further, notwithstanding anything herein to the contrary, Seller shall have no obligation or liability under Section 12(b). Buyer shall have no rights to any of the amounts in the Escrow Account in connection with a claim under Section 12(b) unless and until the aggregate amount of the Losses suffered by the Buyer Group , when combined with the value of Defects identified by Buyer but not asserted prior to Closing plus the value of Post-Closing Asserted Defects is more than the Threshold Amount; provided, however, that once such amount exceeds the Threshold Amount, then Seller shall be obligated to indemnify the Buyer Group for all such Losses in accordance with the terms of this Agreement. If Closing occurs, the express indemnities set forth in Section 12 and elsewhere in this Agreement and the parties’ rights under the Post-Closing Escrow Agreement shall be the exclusive remedies for the parties for the breach of any representation, warranty or covenant set forth in this Agreement.
Limitations on Seller’s Indemnity. (a) Seller Entities shall not be liable for a Loss covered under Section 10.1.1(i) until the aggregate of all Losses for which Seller Entities are liable are in excess of $1,000,000 (the “Basket”), in which event Buyer shall be entitled to assert a claim for the amount of all Losses (including any losses relating back to “dollar one” of such Losses) subject to the indemnification limit set forth in Section 10.1.2(b).
Limitations on Seller’s Indemnity. If the Closing occurs, notwithstanding anything set forth in this Article VII to the contrary:
Limitations on Seller’s Indemnity. Notwithstanding anything to the contrary set forth herein, Seller shall have no liability for indemnification hereunder in connection with the breach of any representation, warranty or covenant contained herein or for any Losses arising in connection with or with respect to the Transaction until (i) the individual amount of any Loss exceeds twenty-five thousand dollars ($25,000) and (ii) the total of all Losses with respect to such matters exceeds a deductible of two percent (2%) of the Base Purchase Price, and then Seller shall be responsible for those Losses in excess of deductible amount. Seller shall not have any liability for indemnification with respect to Losses suffered by the Buyer in excess of twenty percent (20%) of the Base Purchase Price. From and after the Closing and except as provided in Article 4, indemnification under this Article 4 shall be the sole and exclusive remedy available to any Party hereto against any other Party hereto for any claims arising out of or based upon the matters set forth in this Agreement and the Transaction, and no Party shall seek relief against any other Party to this Agreement other than through indemnification provided in this Section 4.12, subject to the limitations provided for in this Section 4.12). Nothing in this Section 4.12 shall limit the adjustments to Purchase Price provided for in Article 3.
Limitations on Seller’s Indemnity. Except in cases of fraud or willful misconduct, Seller shall not be obligated to indemnify any Buyer Indemnified Party for any Loss described in Section 10.1(a)(i) with respect to breaches of representations and warranties until the aggregate of all such Losses for which Seller is liable are in excess of the Threshold Amount (in which event, subject to the terms, conditions and limitations set forth in this Article X, Seller shall be obligated to indemnify Buyer, and Buyer may assert its right to indemnification hereunder, to the full extent of such Losses, as if there were no Threshold Amount), or for any Loss of less than $10,000 unless such Loss is part of one or more similar or related Losses which in the aggregate would exceed $10,000. Except in cases of fraud or willful misconduct, Seller’s aggregate liability for Losses described in Section 10.1(a)(i) with respect to breaches of representations and warranties shall not exceed $9,600,000. Neither Seller nor Seller’s Affiliates shall have liability to any Buyer Indemnified Party for any consequential, incidental, special or punitive damages (other than for lost profits to the extent, if any, direct rather than consequential), and Losses indemnifiable hereunder shall not include such damages.
Limitations on Seller’s Indemnity. The maximum amount of Losses for which the Seller shall be liable for Buyer Claims made pursuant to Section 8.1 shall be One Hundred Thousand Dollars ($100,000) (the “Maximum Amount”); provided, however, that the maximum amount of Losses for any Buyer Claims related to infringement actions involving Seller’s Intangible Assets shall be Five Hundred Thousand Dollars ($500,000). Buyer (or Buyer Parties) shall not seek, or be entitled to, indemnification from the Seller pursuant to Section 8.1 until the aggregate amount of Losses incurred or suffered by Buyer (or Buyer Parties) under such section exceeds Twenty-Five Thousand Dollars ($25,000) (the “Damage Threshold”), and once the Buyer (or Buyer Parties) has incurred or suffered aggregate Losses exceeding the Damage Threshold, the Buyer (or Buyer Parties) shall be entitled to recover only the amount of Losses in excess of the Damage Threshold. All Buyer Claims made with respect to the representations and warranties relative to title of the Assets, authority, tax, employee benefits and environmental matters, as set forth in Sections 4.1, 4.2, 4.5, 4.8, 4.15 and 4.23, are not subject to the Damage Threshold and shall be fully reimbursable.
Limitations on Seller’s Indemnity. (a) With respect to Sellers' obligations under Section 10.01(a) (concerning any breach of Sellers' express representations, warranties, covenants, and agreements), Sellers' liability under the Agreement or relating to the transactions contemplated thereby (of any kind, including for indemnity or otherwise) for any Liabilities/Claims which are the subject of such Section shall be limited (except in the case of actual fraud) in accordance with the following:
Limitations on Seller’s Indemnity. (a) For any Unknown Claims, the indemnity of Sellers in Paragraph 3 shall be limited as follows:
Limitations on Seller’s Indemnity. (i) Seller shall not be liable for any Loss described in Section 9.1(a)(i) (other than any Loss resulting from a breach of the representation and warranty set forth in the first sentence of Section 5.3) until the aggregate of all such Losses for which Seller is liable are in excess of $350,000 and then only to the extent such amount exceeds $350,000. Notwithstanding the foregoing, Seller shall not indemnify or hold Buyer or its Affiliates harmless against any such individual Loss unless such Loss exceeds $25,000 and no such individual Loss of less than $25,000 (exclusive of attorney's fees) shall be considered in determining whether the aggregate Losses exceed the $350,000 threshold set forth in the preceding sentence; provided, however, that for purposes of determining whether aggregate Losses exceed the $350,000 threshold, Buyer may aggregate individual Losses that are less than $25,000 if such Losses arise out of the same occurrence, event or circumstance.
