Limitations Upon Indemnification. Notwithstanding anything in this Section 4.03 to the contrary:
Limitations Upon Indemnification. Buyer shall not have any right to indemnification under this paragraph 7 or otherwise to recover damages against Stockholder based upon the breach of a representation or warranty by Sellers or Stockholder unless and until the amount of its claims is in excess of $100,000.00 (the "Retained Indemnification") in the aggregate. The obligation of Stockholder to indemnify or pay damages to Buyer for any breach of representation or warranty shall apply only to the excess of the aggregate amount of all such claims over $100,000.00. Buyer shall not be entitled to assert as a defense, counterclaim or set-off against any portion of the Purchase Price any claim for indemnification or damages, it being the intention of the parties that Buyer's obligation to pay the Purchase Price and perform under the Promissory Notes and the Registration Rights Agreement be absolute and unconditional and that any claim for indemnification or damages should be asserted by Buyer in a separate action.
Limitations Upon Indemnification. (a) No Indemnifying Person shall have any liability for any Indemnifiable Damages for breaches of representations and warranties unless and until the aggregate amount of such Indemnifiable Damages exceeds fifty thousand dollars ($50,000) (the “Indemnification Threshold”), in which case the indemnifying party shall be liable to the extent that the aggregate Indemnifiable Damages exceed the Indemnification Threshold. Materiality qualifications shall not be taken into account in determining the magnitude of Indemnifiable Damages for purposes of calculating the Indemnification Threshold.
Limitations Upon Indemnification. (a) The parties agree that the remedies provided in this Article IX are the exclusive remedies for any breach of representation or warranty, and for misrepresentation, under this Agreement. Any claim based, in whole or in part, upon any untrue or incorrect statement set forth in this Agreement shall be deemed to be a claim for a breach of representation, warranty, or misrepresentation, under this Agreement. Notwithstanding anything in this Article IX to the contrary:
Limitations Upon Indemnification. (a) Invoices. Any request for indemnification of specific costs shall include invoices and supporting documents containing reasonably detailed information about the Losses for which indemnification is being sought.
Limitations Upon Indemnification. Notwithstanding any provision in Sections 10 or 12 of this Agreement to the contrary, no Underwriter or other indemnified party under Section 10 shall have any right to indemnification under Section 10 based upon the breach of the representation or warranty by either Management Selling Shareholder contained in Section 2(b) of this Agreement (a) unless and until the amount of its claims for such indemnification are in excess of $750,000 in the aggregate, in which event the indemnification obligations of the Management Selling Shareholders under Section 10 shall apply only to the excess of the aggregate amount of all such claims over $750,000, subject to the limitations set forth in subsection (d) below, (b) unless and until any right of indemnification against the Company has been exhausted, (c) unless such claim is brought within six months of the date of this Agreement and (d) in an amount that exceeds (i) as to Mark Cocchiola, $500,000 ($700,000, if all of his Selling Shareholder Xxxxxxxx Xxxxxs are sold, or such applicable additional pro rata amount if less than all of his Selling Shareholder Optional Shares are sold) or (ii) as to Steven Venechanos, $100,000 ($200,000 if all of his Selling Shareholdex Xxxxxxxx Xxxxxx are sold, or such applicable additional pro rata amount if less than all of his Selling Shareholder Optional Shares are sold).
Limitations Upon Indemnification. 27 8.7. Exclusive Remedy................................................. 27 8.8
Limitations Upon Indemnification. No Indemnitee shall have any -------------------------------- right to indemnification under this Section 8 (i) unless and until the total amount of the claims for such indemnification in the aggregate is in excess of $345,000 (the "Indemnity Threshold"), in which event the indemnification obligations of the Indemnitor under this Section 8 shall apply only to the excess of the total amount of all such claims over the Indemnity Threshold, and (ii) unless the Indemnitee shall have made its claim therefor (with reasonable specificity) on or prior to the date on which the relevant representation and warranty or covenant shall expire. In no event shall the aggregate amount that may be payable by the Indemnitor pursuant to this Section 8 exceed an amount equal to $3,450,000. The Indemnitee shall promptly provide notice to the Indemnitor of Losses that may be sustained or incurred prior to and following such time as the Indemnity Threshold may have been reached. At such time as the Indemnity Threshold shall have been reached, the Indemnitor shall only be obligated to indemnify Indemnitee with respect to a claim or a related set of claims for Losses, the value of which exceeds $10,000 (exclusive of court costs and attorneys' fees).
Limitations Upon Indemnification. (a) No Indemnifying Person shall have any liability for any Indemnifiable Damages for breaches of representations and warranties unless and until the aggregate amount of such Indemnifiable Damages exceeds Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), in which case the indemnifying party shall be liable to the extent that the aggregate Indemnifiable Damages exceed the Indemnification Threshold; provided, however, that in no event shall the amount of Indemnifiable Damages of Sellers exceed an amount equal to Three Million Dollars ($3,000,000) plus the coverage limit under the R&W Insurance Policy. Materiality qualifications shall not be taken into account in determining the magnitude of Indemnifiable Damages for purposes of calculating the Indemnification Threshold.
Limitations Upon Indemnification. Purchaser shall not assert any indemnification claim for Damages against any one or more of the Sellers under Section 8.2 until the aggregate amount of all claims for Damages exceeds $100,000 (the “Threshold”), in which event Purchaser shall be entitled to assert one or more claims for the entire amount of Damages notwithstanding the Threshold (even if the claim for Damages against any one Seller or group of Sellers is less that the Threshold). In any event, the aggregate liability of the Stockholders for all claims for Damages under Section 8.2.1(a) shall be limited to the Escrow Assets (the “Cap”). Notwithstanding the foregoing, (a) the indemnification obligations of the Receiving Stockholders set forth in Section 8.2.1(a) with respect to an inaccuracy in any of the representations or warranties set forth in Sections 3.1, 3.2, 3.11, 3.13 and 3.17 of this Agreement shall not be subject to the Cap, but instead shall be limited to amounts received by them in the Contemplated Transactions; and (b) the indemnification obligations of all Sellers set forth in Section 8.2.2 shall not be subject to the Cap, but shall be limited to amounts received by each of them in the Contemplated Transactions.
