Limits on Indemnification Obligations. All representations and warranties of the Buyer contained in, or arising out of, this Agreement shall survive the Closing hereunder for a period of two (2) years after the Closing Date; provided, however, that the representations and warranties in Section 3.1 (Organization and Authority of Buyer; Enforceability) shall survive until the expiration of the applicable statute of limitations. All Post-Closing Covenants of the Buyer will survive the Closing in accordance with their terms. If the Seller provides notice of a claim in accordance with the terms of this Agreement prior to the end of the applicable period of survival set forth in this Section 6.2, then the Liability for such claim will continue until the claim is fully resolved.
Limits on Indemnification Obligations. (a) Notwithstanding any provision of this Agreement to the contrary, neither Buyer nor Seller will be obligated to indemnify the other party or its Related Persons for any Damages resulting from a breach of a representation or warranty made by Buyer or Seller, as applicable unless and until the amount of all Damages exceeds One Hundred Thousand Dollars ($100,000) (the “Basket”) and then for the amount of all of the Damages, including the Basket. Except with respect to IP Claims, the total aggregate liability of the Seller for Damages with respect to any claims made pursuant to Section 10.2(a) shall be limited to Two Million Dollars ($2,000,000). The maximum amount of Damages that may be recovered from the Seller pursuant to this Article X together with all [***]* (as defined on Schedule 10.2) shall, in the aggregate, be limited to Seven Million Dollars ($7,000,000). Subject to the foregoing, the limitations described on Schedule 10.3(a) shall apply.
Limits on Indemnification Obligations. Notwithstanding anything in this Article 8 to the contrary, in no event shall the liability of Signatory Equity Holders and Company, on the one hand, and DGBI, on the other hand, exceed the value of the Merger Consideration set forth in Section 2.7 hereof.
Limits on Indemnification Obligations. Notwithstanding anything herein to the contrary, the obligations of the Seller pursuant to Section 7.1 shall be limited to an amount equal to the Purchase Price.
Limits on Indemnification Obligations. All of the representations and warranties of the Buyer, and all covenants and agreements of the Buyer required to be performed prior to Closing, contained in this Agreement shall survive the Closing hereunder for a period of fifteen (15) months after the Closing Date; provided, however, that (a) all covenants and agreements required to performed on or following the Closing shall survive indefinitely and (b) the representations and warranties set forth in SECTIONS 4.1, 4.2, 4.3, 4.6 and 4.8 and 4.9 (with respect to claims relating to SECTIONS 4.1, 4.2, 4.3, 4.6 and 4.8 only) (collectively, the "FUNDAMENTAL BUYER REPRESENTATIONS") shall survive the Closing Date until the date that is thirty (30) days after the applicable statute of limitations. The Buyer shall have no Liability under this ARTICLE X for a breach of any representation or warranty or any covenant required to be performed prior to the Closing Date unless the Buyer is given notice from the Seller Representative Committee asserting a claim on or before the expiration of the applicable survival period relating to or giving rise to such claim as set forth in the preceding sentence. Notwithstanding anything in this ARTICLE X to the contrary, the foregoing limitations shall not apply in the event of any breach by the Buyer that constitutes fraud or intentional misrepresentation.
Limits on Indemnification Obligations. (a) Notwithstanding the provisions of Sections 7.1, Sellers shall not be required to indemnify or hold harmless Buyers with respect to any Buyer Losses under
Limits on Indemnification Obligations. The Company and the Shareholders shall have no liability or obligation to the Purchaser for breaches of representations or warranties under Article X of this Agreement (other than any such liability or obligation arising under Sections 1.3, 3.1 and 3.3 hereof or pertaining to Unassumed Liabilities and all costs incurred by Purchaser in defending against any such claim or enforcing its rights hereunder including, without limitation, legal and accounting fees) until the aggregate amount of such liabilities and obligations exceed Twenty-five Thousand Dollars ($25,000), in which event the Company and the Shareholders shall be jointly and severally liable and obligated for the entire amount of the excess thereof. The aggregate liability of the Company and the Shareholders for breaches of representations or warranties under Article X of this Agreement hereby shall be limited to (x) the sum of (A) the Fixed Portion of the Purchase Price plus (B) the Assumed Liabilities less (y) federal and state taxes actually paid by the Shareholders with respect to the foregoing purchase price and assumption of liabilities.
Limits on Indemnification Obligations. In no event shall any party be liable for indemnification under this Agreement unless the Losses incurred by another party individually or in the aggregate exceed, or are likely to exceed, $50,000. In no event shall any party’s total liability under this Section 14 for indemnification exceed the Final Purchase Price, with respect to Losses arising hereunder.
Limits on Indemnification Obligations. The obligation of Sellers and Purchasers to indemnify Purchaser Indemnitees and Seller Indemnitees, respectively, from and against any Losses pursuant to Section 8.2(b) and Section 8.2(d) and Section 8.3(b), respectively, shall be subject to the following limitations:
Limits on Indemnification Obligations. Notwithstanding anything in this Article VII to the contrary, the indemnification obligations of the parties shall be limited as follows:
