Limits on Indemnification and Liability. (a) The Purchaser and the Seller Parties shall, or shall cause the applicable Indemnified Party to, use reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder.
(b) No Party shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement.
Limits on Indemnification and Liability. (a) The amounts for which the indemnifying party shall be liable under of this agreement shall be net of (i) any insurance proceeds received by the indemnified party and (ii) any tax benefits to the indemnified party, arising from the facts giving rise to the liability or right of indemnification.
(b) Purchaser shall not be entitled to assert any right under this Agreement unless the aggregate amount of Purchaser's indemnified claims and liability exceed $50,000.00, and then only to the extent the aggregate amount of Purchaser's indemnified claims liabilities exceed such amount.
(c) Seller shall not be entitled to assert any right under this Agreement unless the aggregate amount of the Seller's indemnified claims and liability exceed $50,000.00, and then only to the extent the aggregate amount of the Seller's indemnified claims and liabilities exceed such amount.
(d) Purchaser shall not be entitled to recover from any Seller an amount in excess of the Purchase Price with respect to such Seller, except that this limitation shall be inapplicable with respect to any liability of or indemnified claims against any Seller who had actual knowledge of the matters pertaining to the liability or indemnified claim and nonetheless misrepresented the same in this Agreement or the documents delivered at the Closing.
Limits on Indemnification and Liability. (a) Purchaser shall not be entitled to assert any right to indemnification under this Agreement (other than claims identified in Section 6.2 of the Disclosure Schedule as not subject to this Section) unless the aggregate amount of Purchaser's indemnified claims and liability exceed $225,000, and then only to the extent the aggregate amount of Purchaser's indemnified claims and liability exceed such amount.
(b) Notwithstanding anything to the contrary contained herein, in no event will the Shareholder be liable for indemnification pursuant to this Agreement (other than claims identified in Section 6.2 of the Disclosure Schedule as not subject to this Section) for any amount exceeding $4,000,000.
(c) The limitations contained in this Section 6.5 shall not apply to any breach of any of the Shareholder's representations and warranties of which an executive officer of the Shareholder had actual knowledge as of the date of Closing provided such breach was made with the intent to deceive Purchaser amounting to fraud under common law. 790603v7
Limits on Indemnification and Liability. 48 11.4 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 11.5 Defense of Third Party Claims . . . . . . . . . . . . . . . . . . . 49
Limits on Indemnification and Liability. The only liability of the Designated Stockholders under Sections 11.2, 11.4 and 11.5 shall be limited to the amount actually recovered by the Indemnitee(s) under the Representation and Warranty Insurance.
Limits on Indemnification and Liability. Except as expressly provided in this Section 8.3, the indemnification of the Parent Affiliates shall be limited to the shares of Parent Common Stock deposited in escrow at the Closing as provided in Section 8.5 hereof. For purposes of this Article VIII, the value of a share of Parent Common Stock when satisfying a claim for Damages hereunder shall be equal to the Closing price of the Parent Common Stock on the business day immediately preceding the Effective Date. No Parent Affiliate shall be entitled to indemnification under this Article VIII for individual claims of less than $5,000. No Parent Affiliate shall be entitled to indemnification under this Article VIII until the aggregate of all indemnification claims by the Parent Affiliates exceeds $150,000, but after such threshold is exceeded, the Parent Affiliates shall be entitled to full indemnification for all such claims. Notwithstanding the foregoing, any indemnification of the Parent Affiliates for any liability arising from fraudulent or intentional misrepresentations by the Company, SHALL NOT be limited to the shares of Parent Common Stock deposited in escrow in accordance with Section 8.5 nor shall be subject to the $5,000 and $150,000 limitations set forth above, but instead shall be limited to the recovery by Parent of a maximum of 960,000 shares of Parent Common Stock issued in this transaction.
Limits on Indemnification and Liability. The amounts for which the indemnifying party shall be liable under of this agreement shall be net of (i) any insurance proceeds received by the indemnified party and (ii) any tax benefits to the indemnified party, arising from the facts giving rise to the liability or right of indemnification.
Limits on Indemnification and Liability. 34 9.4 Interest....................................................... 34 9.5 Defense of Third Party Claims.................................. 34 9.6
Limits on Indemnification and Liability. The liability of the --------------------------------------- Shareholder under Sections 9.2, 9.4 and 9.5 (except for any Shareholder liability arising out of fraudulent, intentional or reckless misrepresentations by the Company which shall not be limited in the manner set forth in this Section 9.3) shall be limited to the value of the Escrow Shares (calculated as of the time of the Merger). The value of the Escrow Shares at the time of the Merger will be calculated by multiplying the number of Escrow Shares by the average bid closing prices of the Parent Common Stock during the ten (10) days during which the Parent Common Stock was traded preceding the second business day prior to the Closing Date (such average, the "Per Share Value of the Escrow Shares"). Any liability of the Shareholder under Section 9.2, 9.4 or 9.5 will be satisfied, pursuant to the process described in the Escrow Agreement, by delivery to Parent of that number of Escrow Shares equal to the dollar amount of Shareholder's indemnification liability divided by the Per Share Value of the Escrow Shares (calculated as of the time of the Merger) equal to the dollar amount of Shareholder's indemnification liability. Notwithstanding any provision of this Agreement to the contrary, the Shareholder shall not have any obligation to indemnify the Parent under this Article IX unless the Parent has suffered Damages in an aggregate amount in excess of $50,000 (the "Indemnification Threshold"), whereupon the Parent will be entitled to indemnification for all Damages, subject to the limitations set forth in this Section 9.3, in excess of the Indemnification Threshold.
Limits on Indemnification and Liability. (a) Seller and the Stockholders shall not be liable for any Losses pursuant to Section 6.2(a)(i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from Seller and the Stockholders exceeds One Hundred Sixty Thousand Dollars ($160,000) (the “Threshold”), whereupon the Parent Indemnitees shall be entitled to indemnification for the full amount of such Losses (without deduction of the Threshold). Similarly, Parent and Acquisition Sub shall not be liable for any Losses pursuant to Section 6.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from Parent and Acquisition Sub exceeds the Threshold, whereupon the Seller Indemnitees shall be entitled to Indemnification for the full amount of such Losses (without deduction of the Threshold). The restrictions and limitations set forth in this Section 6.6(a) shall not be applicable to (i) claims for Losses for breaches of Seller Fundamental Representations or Parent Fundamental Representations, (ii) breaches of Section 3.17 (Tax Representations) or Section 3.8(d), (iii) claims for Losses for breaches arising out of or resulting from fraud and (iv) the Cash Purchase Price adjustment.
(b) The amount of any Losses for which indemnification is provided for under this Agreement shall be reduced by (i) any amounts actually realized by the Indemnified Party from any indemnification, contribution or other payment by any third party, (ii) any insurance proceeds or other amounts actually realized by the Indemnified Party from third parties with respect to such Losses and (iii) any Tax benefit actually recognized by the Indemnified Party from the incurrence or payment of any such Losses.
(c) The aggregate liability of Seller and the Stockholders to the Parent Indemnitees under this Agreement shall not exceed Two Million Two Hundred Fifty Thousand Dollars ($2,250,000); provided, however, this limit shall not apply to Losses for, arising out of, based upon or relating to (i) breaches of Seller Fundamental Representations, (ii) breaches of Section 3.17 (Tax Representations) or Section 3.8(d), (iii) any fraud; (iv) any Taxes referred to in Section 6.2(a)(iii), and (iv) the Cash Purchase Price adjustment. Similarly, the aggregate liability of Parent and Acquisition Sub to the Seller Indemnitees under this Agreement shall not exceed Two Million Two Hundred Fifty Thousand Dollars ($2,250,000); provided, however, this limit shall not apply to Losses for, arising out...
