Limitations; Payments. (a) Notwithstanding anything contained in this Agreement to the contrary, Parent shall not be (i) liable for any amounts for which the Purchaser Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.2(a), unless (x) a claim is timely asserted during the survival period specified in Section 10.1(a), (y) the amount of Losses, after taking into account Section 10.6, with respect to the particular act, circumstance, development, event, fact, occurrence or omission exceeds one hundred thousand dollars ($100,000) (aggregating all such Losses arising from substantially identical facts) and (z) the aggregate amount of all Losses for which the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 10.2(a) exceeds, on a cumulative basis, seventy-five million dollars ($75,000,000) (the "Threshold"), and then only to the extent of such excess, and (ii) required to make indemnification payments pursuant to Section 10.2(a) to the extent indemnification payments thereunder would exceed in the aggregate two billion dollars ($2,000,000,000) (the "Maximum Indemnification Amount"); provided that the limitations in clauses (i) and (ii) shall not apply to any Losses resulting from, arising out of or relating to, the representations and warranties set forth in Sections 4.2, 4.3 and 4.9 and any such Losses or indemnification payments shall not be counted in determining whether the Threshold or Maximum Indemnification Amount have been exceeded.
Limitations; Payments. Notwithstanding anything contained in this Agreement to the contrary, Seller shall not be liable for any amounts for which the Buyer Indemnified Parties are otherwise entitled to indemnification pursuant to Section 6.2(a) unless a claim is timely asserted during the survival period specified in Section 6.1(a).
Limitations; Payments. (a) Notwithstanding anything contained in this Agreement to the contrary, Stratus shall not be (i) liable for any amounts for which the Xxxxxxx Indemnified Parties are otherwise entitled to indemnification pursuant to Section 6.2(a) unless a claim is timely asserted during the survival period specified in Section 6.1(a), and (ii) required to make indemnification payments pursuant to Section 6.2(a) to the extent indemnification payments thereunder would exceed in the aggregate $2,500,000 (the “Stratus Indemnification Cap”).
Limitations; Payments. (a) Notwithstanding anything contained in this Agreement to the contrary, Seller shall not be required to make indemnification payments pursuant to Section 6.2(a) to the extent indemnification payments thereunder would exceed in the aggregate the Purchase Price (the “Seller Indemnification Cap”); provided, that the foregoing limitations shall not apply with respect to a breach by Seller of any of the representations and warranties of Seller contained in Sections 3.1, 3.2, or 3.6.
Limitations; Payments. (a) Notwithstanding anything set forth in this Agreement to the contrary:
Limitations; Payments. (a) Notwithstanding anything contained in this Agreement to the contrary, the Parent Indemnitees shall be entitled to indemnification under this Agreement (i) in the case of indemnification for Losses under Section 9.2(a)(i) (other than in respect of a breach of Section 4.2), only to the extent that the aggregate amount of all such Losses exceeds, on a cumulative basis, 1% of the Purchase Price, and then only to the extent of such excess, (ii) only to the extent that the aggregate amounts required to be paid to the Parent Indemnitees in respect of all Losses or under Article VIII shall not exceed in the aggregate 13% of the Purchase Price, plus all Earnings (as defined in the Escrow Agreement) to which they are entitled under the terms of the Escrow Agreement and (iii) only to the extent of funds available in the Escrow Funds, it being understood that such Escrow Funds shall be the sole and exclusive source of recovery and remedy of any Parent Indemnitee with respect to any claim for indemnification under Sections 8.1 and 9.2(a) and, as such, the indemnifications obligations set forth herein are non-recourse to the Company, the Company Subsidiaries or the Holders in all respects; provided, that the limitations in clauses (i) through (iii) shall not apply to any Losses resulting from, arising out of or relating to any intentional misrepresentation or any fraud.
Limitations; Payments. No sales commission shall be paid to Employee on any sale for which the Company has not been paid by the customer. If the Company should compromise with any customer and accept less than payment in full for any invoiced amount then the corresponding sales commission shall be proportionately reduced, except that if such compromise results in a reduction equal to or greater than twenty five percent (25%) of the invoice value, then no sales commission shall be paid on such invoice. The total combined amount of sales commissions and bonus paid to Employee in any fiscal year is referred to herein as "Incentive Pay". Incentive Pay may not exceed $1 million in any fiscal year. If in any fiscal year the calculations used to derive Incentive Pay shall equal a number greater than $1 million, then in any such fiscal year, Incentive Pay shall equal $1 million. Within 60 days after the end of each month, the Company shall, subject to the limitations of this paragraph 4.4, pay the sales commissions on paid sales as accrued on the records of the Company as of the end of the month for which such commissions are being paid. Within ten days after receipt by Alfa from its auditors of its fiscal year end certified financial statements, the Company shall, subject to the limitations of this paragraph 4.4, pay Employee the bonus as called for in Section 4.3 hereof. If the Employee's employment by the Company ends prior to the expiration of the Employment Term then Incentive Pay shall be adjusted proportionately to the last day of such employment.
Limitations; Payments. No sales commission shall be paid to Employee on any sale for which the Company has not been paid by the customer. If the Company should compromise with any customer and accept less than payment in full for any invoiced amount then the corresponding sales commission shall be proportionately reduced, except that if such compromise results in a reduction equal to or greater than twenty five percent (25%) of the invoice value, then no sales commission shall be paid on such invoice. Within 60 days after the end of each month, the Company shall pay the sales commissions on paid sales as accrued on the records of the Company as of the end of the month for which such commissions are being paid. Within ten days after receipt by Alfa from its auditors of its fiscal year end certified financial statements, the Company shall pay Employee the bonus as called for in Section 4.3 hereof. If the Employee's employment by the Company ends prior to the expiration of the Employment Term then Incentive Pay shall be adjusted proportionately to the last day of such employment.
Limitations; Payments. (a) Notwithstanding anything contained in this Agreement to the contrary, Seller shall not be (i) liable for any amounts for which the Buyer Indemnified Parties are otherwise entitled to indemnification pursuant to Section 8.2(a) unless (A) a claim is timely asserted during the survival period specified in Section 8.1(a), (B) the amount of Losses with respect to the particular act, circumstance, development, event, fact, occurrence or omission giving rise to such Losses exceeds $50,000 (aggregating all such Losses arising from substantially identical facts) and (C) the aggregate amount of all Losses for which the Buyer Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) exceeds, on a cumulative basis, $2,000,000 (the "Seller Threshold"), and then only to the extent of such excess, and (ii) required to make indemnification payments pursuant to Section 8.2(a) to the extent indemnification payments thereunder would exceed in the aggregate $20,000,000 (the "Seller Indemnification Cap").
