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

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. (i) The maximum amount of Losses for which the Seller shall not be liable for any Loss described in Buyer Claims made pursuant to 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 8.1 shall not indemnify or hold Buyer or its Affiliates harmless against any such individual Loss unless such Loss exceeds Fifty be One Hundred Thousand Dollars ($50,000) and no such individual Loss of less than Fifty Thousand Dollars ($50,000100,000) (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“Maximum Amount”); provided, however, that upon Buyer's satisfaction the maximum amount of all of its Obligations Losses for any Buyer Claims related to infringement actions involving Seller’s Intangible Assets shall be Five Hundred Thousand Dollars (as defined in the Promissory Note) under the Promissory Note, Seller's liability for the Losses described in Section 10.1(a)(i$500,000). Buyer (or Buyer Parties) shall not exceed an seek, or be entitled to, indemnification from the Seller pursuant to Section 8.1 until the aggregate amount of Twenty Million Losses incurred or suffered by Buyer (or Buyer Parties) under such section exceeds Twenty-Five Thousand Dollars ($20,000,00025,000) (the “Damage Threshold”). (iii) Neither Seller nor Seller's Affiliates shall have liability to Buyer or Buyer's Affiliates for any consequential, incidental or punitive damages, and once the Buyer (or Buyer Parties) has incurred or suffered aggregate Losses indemnifiable hereunder 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 include such damagessubject to the Damage Threshold and shall be fully reimbursable.