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.
(ii) Seller's aggregate liability for the Losses described in Section 10.1(a)(i) shall not exceed Five Million Dollars ($5,000,000); provided, however, that upon Buyer's satisfaction of all of its Obligations (as defined in the Promissory Note) under the Promissory Note, Seller's liability for the Losses described in Section 10.1(a)(i) shall not exceed an aggregate of Twenty Million Dollars ($20,000,000).
(iii) Neither Seller nor Seller's Affiliates shall have liability to Buyer or Buyer's Affiliates for any consequential, incidental or punitive damages, and Losses indemnifiable hereunder shall not include such damages.
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. (i) Seller will not be liable for any Loss described in Section 8.01(a)(i) unless and until the aggregate amount of all such Losses for which Seller is liable is in excess of $50,000 (the “Deductible”), and then only to the extent such amount exceeds the Deductible; provided, however, that any Losses relating, directly or indirectly, to any (A) Fraud, or (B) any breach of, or inaccuracy in, the Fundamental Representations shall not be subject to the Deductible.
(ii) Seller’s aggregate liability for the Losses described in Section 8.01(a)(i) will not exceed $500,000 (the “Cap”); provided, however, that any Losses relating, directly or indirectly, to any (A) Fraud, or (B) breach of any Fundamental Representations, shall not be subject to the Cap.
(iii) Except in the case of Fraud, in no event shall Seller’s aggregate liability under Section 8.01(a)(i) or Section 8.01(a)(ii) exceed the Purchase Price. For the avoidance of doubt, this Section 8.01(b)(iii) shall not apply to claims under Section 6.12 or with respect to breaches of the representation and warranties made in Section 4.09.
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.
(ii) Seller's aggregate liability for the Losses 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 or in Section 5.8) shall not exceed $25,000,000.
(iii) Notwithstanding the provisions of this Section 9.1, the indemnification provided by Section 9.1(a)(i) shall not apply in the case of any breach of any representation or warranty of which Buyer had Knowledge at or prior to the Closing.
(iv) Indemnification hereunder shall include liability for any consequential, incidental, indirect or punitive damages to the extent Buyer or Buyer's Affiliates are required to pay such amount to a Third Party in respect of a final, non-appealable judgment or order obtained by such Third Party. Except as expressly provided in the preceding sentence, there shall be no indemnification by Seller or Seller's Affiliates for any consequential, incidental, indirect or punitive damages.
(v) The representations and warranties of Seller contained in this Agreement shall survive the Closing for a period of twenty-four (24) months, at which time they shall expire except for claims previously made in writing with respect to breaches of such representations and warranties. No claim may be made based upon an alleged breach of any of such representations or warranties, whether for indemnification in respect thereof or otherwise, unless written notice of such claim, in reasonable detail, is given to Seller pursuant to Section 11.1...
Limitations on Seller’s Indemnity. If the Closing occurs, notwithstanding anything set forth in this Article VII to the contrary:
(a) The Seller shall have no liability under Section 7.2(a) or 7.2(b) unless and until the aggregate amount of the Damages under such subsections exceeds $50,000, and then the Seller shall be liable only to the extent of the amount of such excess; provided, that the foregoing limitation shall not apply to any breach or alleged breach of any representation or warranty set forth in Sections 3.2, 3.9, 3.10, , 3.15 or 3.17.
(b) The Seller shall have liability under Section 7.2(a) or (b) only up to a maximum aggregate amount of the Damages under such subsections of $2,000,000; provided, that the foregoing limitation shall not apply to any breach or alleged breach of any representation or warranty set forth in Sections 3.2, 3.9, 3.10, , 3.15 or 3.17.
(c) No indemnification shall be required by the Seller under Section 7.2(a) or (b) unless the Seller shall have received notice of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Buyer on or before the date two years after the Closing Date; provided, however, that the foregoing limitation shall not apply to any breach or alleged breach of any representation or warranty set forth in Sections 3.2, 3.9, 3.10, , 3.15 or 3.17.
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).
(b) Seller Entities aggregate liability pursuant to Section 10.1.2(a) above shall not exceed 25% of the sum of the Fortamet Amount plus the Altoprev Amount actually paid (net of any amount required to be refunded pursuant to Section 3.2.3), plus the cumulative amount of Royalties received by Seller (the "Indemnity Cap").
(c) The limitations set forth in subsections (a) and (b) of this Section 10.1.2 shall not be applicable to any losses covered under Section 10.1.1(ii) or (iii) above, or in the case of willful misconduct or fraud.
Limitations on Seller’s Indemnity. (a) Seller shall have no duty to indemnify Purchaser for any Losses arising hereunder with respect to Seller Rep Breaches: (i) until Purchaser has suffered Losses by reason of Seller Rep Breaches in excess of a One Hundred Fifty Thousand Dollars ($150,000) aggregate deductible (after which point the Seller will be obligated only to indemnify the Purchaser from and against such Losses in excess of such deductible); (ii) or thereafter to the extent the Losses the Purchaser has suffered by reason of Seller Rep Breaches up to an aggregate cap equal to ten percent (10%) of the Purchase Price (after which point the Seller will have no obligation to indemnify the Purchaser from and against such further Losses); and (iii) except with respect to any Seller Rep Breaches indemnity claims delivered to Seller prior to the first anniversary of the Closing Date.
(b) Seller shall have no duty to indemnify Purchaser for any Losses arising hereunder with respect to Seller’s breach of any covenants of Seller contained in this Agreement which survive Closing except with respect to indemnity claims (i) delivered to Seller prior to the second anniversary of the Closing Date or (ii) based on Seller’s failure to duly pay any costs, expenses or taxes that are the Seller’s responsibility under Section 16.01(a).
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 fifty thousand dollars ($50,000) and (ii) the total of all Losses with respect to such matters exceeds a threshold of three and one half percent (3.5%) of the Initial Purchase Price. Seller shall not have any liability for indemnification with respect to Losses suffered by the Buyer in excess of thirty percent (30%) of the Initial Purchase Price. From and after the Closing, indemnification under this Section 14.2 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 14.2, subject to the limitations provided for in this Section 14.2(c).
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, and then only in respect of such excess. 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, together with Seller’s aggregate liability for its indemnification, defense and settlement obligations under the Purchase Order, shall not exceed One Million Dollars ($1,000,000) (the “Cap”). Notwithstanding anything contained in this Agreement to the contrary, the Threshold Amount shall not apply with respect to any Loss arising from or related to a breach of (a) any covenants of Seller; (b) the representations and warranties set forth in Section 5.1 (Organization), Section 5.2(a) and (b) (Authority; Binding Agreements), Section 5.8(a) and (b) (Title) and Section 5.9(a) and (b)(i) and (ii) (Intellectual Property); or (c) any of the Permitted Encumbrances.
Limitations on Seller’s Indemnity. Seller shall have no obligation to indemnify Buyer Group for any Claims arising pursuant to Sections 16.1.1 or 16.1.2 with respect to any Claims which Buyer has not delivered written notice thereof to Seller within 18 months after the Closing Date. With respect to Seller’s indemnification obligations under Sections 16.1.1 and 16.1.2, Seller shall have no obligation to indemnify Buyer Group unless and until (i) the amount of such Claim exceeds Two Hundred Fifty Thousand Dollars ($250,000.00), and (ii) the aggregate amount of all individual Claims that exceed Two Hundred Fifty Thousand Dollars ($250,000.00) exceeds Seven Hundred Fifty Thousand Dollars ($750,000.00) (and in the case of clause (ii) only for such excess amount). Seller’s aggregate indemnification liability under Sections 16.1.1 and 16.1.2 shall be limited to an amount equal to ten percent (10%) of the Purchase Price; provided, however, for the avoidance of doubt, Seller’s indemnification obligations to Buyer shall, in connection with the matters described or contemplated in any of subsections 16.1.3 through 16.1.11 of Section 16.1, (a) not be capped as to the Purchase Price or in any other manner limited, nor (b) subject to the 18 month survival period described above in this Section 16.2.
