Limits of Indemnification. For the purposes of this Section 9, the Indemnifying Parties Indemnification shall be limited to those Adverse Consequences which exceed in the aggregate One Hundred Thousand Dollars ($100,000).
Limits of Indemnification. 9 SECTION 6.05.
Limits of Indemnification. (a) No amount shall be payable under this Article VII by Sellers in respect of any breach of the representations and warranties contained in Sections 4.1(b), 4.5, 4.6, 4.7, 4.8, 4.9 and 4.10 ("SPECIFIED BREACHES") unless and until the aggregate amount otherwise payable by Seller in respect of all Specified Breaches exceeds two million two hundred fifty thousand dollars ($2,250,000) (the "DEDUCTIBLE AMOUNT"), in which event, subject to Section 7.10(b), the Sellers shall be responsible for all amounts payable under this Article VII in respect of Specified Breaches in excess of the Deductible Amount.
Limits of Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 6.02 or 6.03, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $150,000 (the "Basket Amount"), after which the Indemnifying Party shall be liable for all Losses, including the Basket Amount and (b) the maximum amount of indemnifiable Losses which may be recovered from an Indemnified Party arising out of or resulting from the causes set forth in Section 6.02 or 6.03, as the case may be, shall be an amount equal to the Purchase Price.
Limits of Indemnification. As for the liability of indemnification caused by or in connection with the Domestic Share Transfer, the cumulative amount paid by the Transferors according to Article 5 and Section 14.1 shall not be more than 80% of Domestic Consideration and each Transferor shall bear liability of indemnification pro rata its proportion in Domestic Target Shares on several basis. As for the liability of indemnification cause by or in connection with the Overseas Share Transfer, the cumulative amount paid by Existing Shareholders according to Section 5.1 and Section 14.1 to the Transferee/the Overseas Company of the Transferee shall not be more than 80% of Overseas Consideration and each Existing Shareholder shall bear liability of indemnification prorated based on its proportional interests in the Overseas Target Shares on several basis. Despite of the above, limits of indemnifications of the Transferors/Existing Shareholders may not be higher than 80% of all considerations before tax have been paid by the Transferee/the Overseas Company of the Transferee.
Limits of Indemnification. (a) HNS and Parent shall not be liable to the Newco Indemnified Persons in respect of any indemnification pursuant to Section 9.2(a) until the aggregate Damages of the Newco Indemnified Persons exceed an amount equal to Five Million Dollars ($5,000,000) (the “Basket Amount”), and then Newco Indemnified Persons shall only be entitled to the aggregate Damages in excess of the Basket Amount; provided, however, that the Basket Amount shall not apply to claims for indemnification based on (i) breaches of Excluded HNS Representations or (ii) fraud or willful misconduct.
Limits of Indemnification. The Warehouseman defines the upper limit of the indemnification he may pay in 100,000 HUF/pallet. If the properties of the Client are only partially damaged the total of indemnification should be calculated according to it.
Limits of Indemnification. (a) DTVG shall not be liable to the Purchaser Indemnified Persons in respect of any indemnification pursuant to Section 9.2(a) until the aggregate Damages of the Purchaser Indemnified Persons exceed an amount equal to Five Million Dollars ($5,000,000) (the "Basket Amount"), and then Purchaser Indemnified Persons shall only be entitled to the aggregate Damages in excess of the Basket Amount; provided, however, that the Basket Amount shall not apply to claims for indemnification based on (i) breaches of representations and warranties made pursuant to Sections 5.1, 5.2, 5.3, 5.5 or 5.6 or (ii) fraud or willful misconduct.
Limits of Indemnification. (a) The ability of any Parent Indemnitee or Holder Indemnitee to receive indemnification pursuant to Sections 8.02 or 8.03, respectively, will terminate on the applicable survival termination date (as set forth in Section 8.01), unless such Parent Indemnitee or Holder Indemnitee, as applicable, has made a proper claim for indemnification pursuant to Sections 8.02 or 8.03, respectively, subject to the terms and conditions of this Article 8, prior to such termination date, as applicable. If a Parent Indemnitee or a Holder Indemnitee has made a proper claim for indemnification pursuant to Sections 8.02 or 8.03, respectively, prior to such termination date, then such claim, if then unresolved, will not be extinguished by the passage of the deadlines set forth in Section 8.01.
Limits of Indemnification. If Purchaser obtains a final resolution of a claim for indemnification under this Article 12, Purchaser shall first set off the amount of Damages so obtained against any and all payments of funds or property that may be or become due or owing to Seller under the Note up to $200,000 ("Seller's Cap") provided; however, if the amount of the Note is less then Seller's Cap, Purchaser shall have a right to set off its Damages for an indemnification claims against the Earnout up to an amount equal to the difference between the Seller's Cap and the amount of the Note. Notwithstanding the foregoing, Purchaser's right of setoff shall be limited as follows: (a) except with respect to Product Warranty Damages, Purchaser's rights shall not apply unless and then only to the extent that the aggregate of all Purchaser's Damages exceed $25,000 (the "Basket Amount"); (b) the aggregate amount of all setoffs (after taking into account the Basket Amount) shall be limited to the Seller's Cap; and (c) the rights to indemnification and setoff shall only apply to a claim for Damages asserted by Purchaser within six (6) months after the Closing. The exercise of such right of set-off by Purchaser will not give rise to a cause of action by Seller or Russxxx xxxinst Purchaser. The foregoing shall constitute Purchaser's exclusive remedy under this Agreement. If any claim by Purchaser for indemnification under this Section 12 is pending at the time the Note or Earnout, as the case may be, is to be paid by Purchaser to Seller (a "Pending Claim"), Purchaser may hold back the amount of the Pending Claim from any and all payments that are due and owing to the Seller up to the Seller's Cap or the remaining portion thereof. Any amounts held back for a Pending Claim shall be deposited in an interest-bearing escrow account with an independent financial institution until the Pending Claim is resolved and shall then be distributed to the Parties entitled thereto upon resolution of the Pending Claim. Any amounts of interest earned on the escrow account shall be distributed to the Parties in proportion to the escrow amounts received by each Party upon resolution of the Pending Claim. The Shareholders hereby agree that, if any transfer or assignment of any interest of Seller to Shareholders in the Note or Earnout is made, Shareholders shall be bound by the terms and conditions of this Section 12 unless Purchaser otherwise agrees in writing.
