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.
(b) The parties acknowledge and agree that the maximum aggregate liability of HNS and Parent pursuant to SECTION 9.2(A) shall not exceed an amount equal to Sixty Million Dollars ($60,000,000) (the "CAP AMOUNT"); provided, however, that the Cap Amount shall not apply to claims for indemnification based on (i) breaches of Excluded HNS Representations or (ii) fraud or willful misconduct.
(c) The Investor shall not be liable to the Parent Indemnified Persons in respect of any indemnification pursuant to SECTION 9.3(A) until the aggregate Damages of the Parent Indemnified Persons exceed an amount equal to the Basket Amount, and then Parent 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 Investor Representations or (ii) fraud or willful misconduct.
(d) The parties acknowledge and agree that the maximum aggregate liability of the Investor pursuant to SECTION 9.3(A) shall not exceed an amount equal to the Cap Amount; provided, however, that the Cap Amount shall not apply to claims for indemnification based on (i) Excluded Investor Representations or (ii) fraud or willful misconduct.
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.
(b) No amount shall be payable under this Article VII by Sellers in respect of any Specified Breach if the aggregate amount previously paid by Sellers under this Article VII in respect of Specified Breaches plus the Deductible Amount shall, in the aggregate, be equal to or exceed eleven million two hundred fifty thousand dollars ($11,250,000).
(c) Nothing contained in this Section 7.10 shall limit in any manner Sellers' obligations under this Article VII in respect of breaches by Sellers of any representations and warranties, other than those contained in Sections 4.1(b), 4.5, 4.6, 4.7, 4.8, 4.9 and 4.10, or of any covenants or agreements of Sellers contained in this Agreement.
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. Notwithstanding any other provision in this ARTICLE 6, the Sellers on one hand and the Purchasers on the other hand (the "Indemnifying Parties") shall not have any obligation to indemnify or to reimburse the other (the "Indemnified Parties") pursuant to SECTION 6.1(ii) and Section 6.2(iii) except to the extent that the obligations of the Indemnifying Parties hereunder in the aggregate exceed Two Hundred Fifty Thousand Dollars ($250,000) (the "Indemnification Floor"), in which event the Indemnifying Parties shall reimburse the Indemnified Parties for all losses exceeding the Indemnification Floor; provided, however, that the aggregate amount to which the Sellers or the Purchasers shall be entitled to be indemnified hereunder will not exceed Six Million Five Hundred Thousand Dollars ($6,500,000) (the "Indemnification Ceiling").
Limits of Indemnification. 55 9.5 Special Indemnification by Parent..............................................................56
Limits of Indemnification. The party making a claim under this Section 8 is referred to as the "Claiming Party", and the party against whom such claims are asserted under this Section 8 is referred to as the "Indemnifying Party". The indemnification provided for in Section 8.2 and Section 8.3 shall be subject to the following limitations:
Limits of Indemnification. By the purposes of this Section 8, the Indemnifying Parties indemnification shall be limited to those adverse consequences which exceed, or when combined with any existing unindemnified adverse consequences exceed in the aggregate One Hundred Thousand Dollars ($100,000).
