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.
(b) Notwithstanding anything provided in this Agreement to the contrary, (i) the Indemnification Threshold shall not apply with respect to, and Buyer Indemnitees and/or Seller Indemnitees, as applicable, shall be entitled to the full amount of any Indemnifiable Damages resulting from, any intentional breach of a representation or warranty or fraud and (ii) the Indemnification Threshold shall not limit Buyer’s right to Indemnifiable Damages arising from or in connection with Pre-Closing Taxes.
(c) The amount of the liability of any Indemnifying Person shall be determined taking into account any applicable insurance proceeds received by the Indemnified Person.
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. Notwithstanding anything in this Section 4.03 to the contrary:
(i) Stockholder shall not be obligated to provide any indemnification under Section 4.03 unless and until the aggregate amount of Losses for which it is obligated to provide such indemnification exceeds the sum of $500,000, after which Stockholder and the Other Stockholder shall each be obligated, on a joint and several basis, to provide indemnification for one-half of the entire amount of such Losses; and
(ii) in no event shall the aggregate liability of Stockholder together with the aggregate liability of the Other Stockholder under this Section 4.03 exceed the entire amount of the Escrow Fund.
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.
Limitations Upon Indemnification. (a) The indemnity payment obligations of the Company set forth in clauses (ii) and (iii) of Section 10.01(a) shall be effective only after the aggregate amount of Indemnifiable Losses under such indemnity obligations exceeds $250,000) in which case the Company shall indemnify all amounts in excess of $250,000.
(b) The indemnity payment obligations of the Company set forth in Section 10.05 shall be effective only after the aggregate amount of Indemnifiable Losses under this Article 10 exceeds $500,000 in which case the Company shall indemnify all amounts in excess of $500,000 by issuing shares of Common Stock as provided in Section 10.05.
(c) The Parent Company shall be liable for the payment of the entire amount of Indemnifiable Losses pursuant to Section 10.02; PROVIDED, HOWEVER, that the Parent Company shall only be liable for indemnification under Section 10.02 with respect to the Company's sales tax liabilities if such liabilities determined as of February 28, 1999 exceed $7,069.00.
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. The Investors shall not be entitled to recover under Section 5.2 for Losses to the extent such Losses do not exceed (i) $200,000 plus (ii) the Additions (as defined below) in the aggregate and then only as to such excess and the Marlton Parties shall not be entitled to recover under Section 5.3 for Losses to the extent such Losses do not exceed $200,000 in the aggregate and then only as to such excess. Neither Investor may bring a claim for indemnification based on the breach of a particular representation or warranty if, at the time hereof, either Investor had actual knowledge of the breach of such representation or warranty, provided, however, that nothing herein shall reduce the parties' rights to terminate the Agreement. In addition, neither Investor may bring a claim for indemnification based on the breach of a particular representation or warranty with respect to matters disclosed following the date hereof with respect to events occurring following the date hereof if either Investor had actual knowledge of such breach at the Closing Time, provided, however, that nothing herein shall reduce the parties' rights to terminate the Agreement. Neither Marlton Party may bring a claim for indemnification based on the breach of a particular representation or warranty if, at the time hereof, an officer of a Marlton Party had knowledge of the breach of such representation or warranty, provided, however, that nothing herein shall reduce the parties' rights to terminate the Agreement. The "Additions" are any assets of the Marlton Parties existing as of June 30, 2001 or relating to the operations of Marlton's business prior to June 30, 2001 that are not reflected in the June 30, 2001 consolidated balance sheet of the Company included in the Financial Statements (other than any asset of less than $2,000).
Limitations Upon Indemnification. (a) The parties agree that the remedies provided in this Article IX are the exclusive remedies for any breach of representation, warranty or covenant, 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 covenant, or misrepresentation, under this Agreement. Notwithstanding anything in this Article IX to the contrary:
(i) Neither HEI nor the Company shall be obligated to provide any indemnification under Section 9.2 (i) or (ii) unless and until the aggregate amount for which it is obligated to provide such indemnification exceeds the sum of $200,000, after which HEI and the Company shall be obligated to pay the entire amount of any such excess which is payable by it pursuant to the provisions of Section 9.2; and
(ii) In no event shall the aggregate liability of HEI and the Company under Section 9.2 exceed the aggregate purchase price paid hereunder.
(b) The representations and warranties in this Agreement and the indemnification provisions in this Agreement in respect thereof shall survive the Closing until [two years] after the Closing Date, at which time they shall terminate; provided, however, that such termination shall not affect any claim for breaches of representations or warranties if written notice thereof, in reasonable detail, is given to the breaching party or parties prior to such termination date or for breaches of the covenants hereunder
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).
