Common use of Limits on Indemnification Obligations Clause in Contracts

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. (b) Notwithstanding any provision of this Agreement or the Ancillary Agreements to the contrary, except to the extent payable pursuant to a Third Party Claim, neither Buyer nor Seller shall be obligated to indemnify the other party or its Related Persons for any punitive, special, indirect or consequential damages. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION (c) The foregoing limitations set forth in Section 10.3(a) shall not apply to any breach of the representations and warranties made by Seller in Section 5.2 (Authority, Validity and Effect) and Section 5.4 (Title). (d) If the Initial Purchase Price is decreased pursuant to Section 3.2(d), Buyer shall not also be entitled to indemnification for breaches of representations, warranties, covenants or other agreements arising from such facts or circumstances to the extent of such decrease. (e) If the Buyer reduces the Automotive Earn Out Amount or Excess Performance Amount for any [***]*, Buyer shall not also be entitled to otherwise seek indemnification for the [***]*. For the avoidance of doubt, Buyer shall not account for any [***]* more than once.

Limits on Indemnification Obligations. (a) Notwithstanding any provision of anything in this Agreement Article VII to the contrary, neither Buyer nor Seller will the indemnification obligations of the parties shall be obligated limited as follows: (a) A claim for indemnification by any party under this Agreement shall be forever barred unless made by notifying the Indemnifying Party within thirty-six (36) months after the Closing Date (the "INDEMNITY PERIOD"). Notwithstanding the foregoing sentence, a claim for indemnification by any party under this Agreement with respect to a Loss arising from any misrepresentation, or breach of any covenant, representation or warranty of Company, Naviant or Acquiror contained in Article III or Article IV of this Agreement, or the exhibits and schedules thereto, or from any misrepresentations in or omissions from any certificate or instrument furnished or to be furnished pursuant to Article III or Article IV of this Agreement, shall be forever barred unless made by notifying the Indemnifying Party by December 31, 2003. (b) Except on account of fraud or with respect to an item described in Section 7.2 other than Section 7.2(a)(i), (for which there shall be no limit on liability), in no event shall the liability of Company under Section 7.2(a)(i) exceed, in the aggregate the amount of Consideration paid, plus the amount of Consideration payable to Company pursuant this Agreement. For the purposes of this Section 7.5, the Option Note shall be valued at its face principal amount. Except on account of fraud (for which there shall be no limit on liability), in no event shall the liability of Acquiror or Naviant under Section 7.3(i) exceed, in the aggregate, the amount of Consideration paid, plus the amount of Consideration payable to Company pursuant to this Agreement. There shall be no limit on liability of Acquiror or Naviant with respect to Section 7.3(ii). (c) No party shall be required 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 under this Article VII until the amount of all Damages exceeds One Hundred Thousand Dollars (Losses for which such party is liable, individually or in the aggregate exceed $100,000) 100,000 (the “Basket”) and then "HURDLE AMOUNT"), at which point such indemnifying party shall be responsible for the amount of all Losses that may arise, irrespective 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)Hurdle Amount. The maximum amount of Damages parties acknowledge and agree that may be recovered from the Seller Hurdle Amount shall serve as a "trigger" for indemnification pursuant to this Article X together with all [***]* (Agreement, and not as defined on Schedule 10.2) shalla "deductible." For example, in if the aggregateindemnity claims for which Company would, but for the provisions of this subparagraph, be limited to Seven Million Dollars (liable for aggregate $7,000,000). Subject to the foregoing150,000, the limitations described on Schedule 10.3(a) shall apply. (b) Notwithstanding any provision of this Agreement or the Ancillary Agreements to the contrary, except to the extent payable pursuant to a Third Party Claim, neither Buyer nor Seller shall Company would be obligated to indemnify the other party or its Related Persons for any punitive, special, indirect or consequential damages. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION (c) The foregoing limitations set forth in Section 10.3(a) shall not apply to any breach of the representations and warranties made by Seller in Section 5.2 (Authority, Validity and Effect) and Section 5.4 (Title). (d) If the Initial Purchase Price is decreased pursuant to Section 3.2(d), Buyer shall not also be entitled to indemnification for breaches of representations, warranties, covenants or other agreements arising from such facts or circumstances to the extent of such decrease. (e) If the Buyer reduces the Automotive Earn Out Amount or Excess Performance Amount for any [***]*, Buyer shall not also be entitled to otherwise seek indemnification liable for the [***]*. For the avoidance of doubt, Buyer shall full $150,000 and not account for any [***]* more than oncejust $50,000.

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. (b) Notwithstanding any provision of this Agreement or the Ancillary Agreements to the contrary, except to the extent payable pursuant to a Third Party Claim, neither Buyer nor Seller shall be obligated to indemnify the other party or its Related Persons for any punitive, special, indirect or consequential damages. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION (c) The foregoing limitations set forth in Section 10.3(a) shall not apply to any breach of the representations and warranties made by Seller in Section 5.2 (Authority, Validity and Effect) and Section 5.4 (Title). (d) If the Initial Purchase Price is decreased pursuant to Section 3.2(d), Buyer shall not also be entitled to indemnification for breaches of representations, warranties, covenants or other agreements arising from such facts or circumstances to the extent of such decrease. (e) If the Buyer reduces the Automotive Earn Out Amount or Excess Performance Amount for any [***]*, Buyer shall not also be entitled to otherwise seek indemnification for the [***]*. For the avoidance of doubt, Buyer shall not account for any [***]* more than once.

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: (a) Notwithstanding any provision of this Agreement Sellers shall have no liability to the contrary, neither Buyer nor Seller will be obligated to indemnify the other party Purchaser Indemnitees under Section 8.2(b) or its Related Persons Section 8.2(d) for any Damages resulting from a breach Loss or series of a representation or warranty made by Buyer or Seller, as applicable unless and until the amount of all Damages exceeds One Hundred related Losses that is less than seventy Five Thousand Dollars ($100,00075,000). Claims under Section 8.2(b) (or Section 8.2(d) for an otherwise indemnifiable Loss or series of related Losses that exceed such amount are referred to herein as "Eligible Claims." Furthermore, Sellers and Purchasers shall be liable to the “Basket”) Purchaser Indemnitees 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 Indemnitees, respectively, pursuant to Section 10.2(a8.2(b) shall be limited to Two Million Dollars ($2,000,000and Section 8.2(d) and Section 8.3(b). 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 aggregaterespectively, be limited to Seven Million Dollars ($7,000,000). Subject to the foregoing, the limitations described on Schedule 10.3(a) shall apply. (b) Notwithstanding any provision of this Agreement or the Ancillary Agreements to the contrary, except only to the extent payable pursuant the aggregate amount of Losses from all claims (except that in the case of Sellers' liability to a Third Party Claimthe Purchaser Indemnitees, neither Buyer nor Seller only to the extent of Losses from Eligible Claims) exceeds one-half percent (0.5%) of the Purchase Price (the "Basket"), at which time Sellers or Purchasers, as applicable, shall be obligated to indemnify the other party Purchaser Indemnitees or its Related Persons for Seller Indemnitees, as applicable, from and against all Losses in excess of the Basket, but subject to the Cap (as such term is defined in Section 8.5(b) below); provided that such limitation shall not apply, in the case of Sellers, to any punitivebreach of or failure to comply with any covenant or agreement made by a Seller in this Agreement, specialthe Excluded Assets, indirect or consequential damages. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION (c) The foregoing limitations the Excluded Liabilities, the employee and related liabilities set forth in Section 10.3(a) shall not apply to any breach 4.5(d), or inaccuracies, misrepresentations or breaches of the representations and warranties made by Seller contained in Section 5.2 5.1 (AuthorityOrganization and Standing), Validity and EffectSection 5.3 (Enforceability), the second sentence of Section 5.8(a)(i) (Real Property), the first sentence of Section 5.9 (Title to Personal Property), Section 5.14 (Tax Matters) and Section 5.4 5.17 (TitleBrokers)., and, in the case of Purchasers, to the operation of the Business following the Effective Time, the Purchased Assets, the Assumed Liabilities, any breach of or failure to comply with any covenant or agreement made by a Purchaser in this Agreement or inaccuracies, misrepresentations or breaches of the representations and warranties contained in Section 6.1 (Organization and Standing), Section 6.4 (Enforceability) and Section 6.5 (Brokers); and (db) If the Initial Purchase Price is decreased aggregate amount of all payments required to be made by Sellers and the Purchasers, as applicable, in satisfaction of claims of the Purchaser Indemnitees or Seller Indemnitees, as applicable, pursuant to Section 3.2(d8.2(b), Buyer Section 8.2(d) and Section 8.3(b), respectively, shall not also be entitled exceed twelve percent (12%) of the Purchase Price (the "Cap"); provided that such limitation shall not apply, in the case of Sellers, to indemnification for any breach of or failure to comply with any covenant or agreement made by a Seller in this Agreement, the Excluded Assets, the Excluded Liabilities, the employee and related liabilities set forth in Section 4.5(d), or inaccuracies, misrepresentations or breaches of representationsthe representations and warranties contained in Section 5.1 (Organization and Standing), warrantiesSection 5.3 (Enforceability), covenants or other agreements arising from such facts or circumstances the second sentence of Section 5.8(a)(i) (Real Property), the first sentence of Section 5.9 (Title to Personal Property), Section 5.14 (Tax Matters) and Section 5.17 (Brokers), and, in the case of Purchasers, to the extent operation of such decreasethe Business following the Effective time, the Purchased Assets, the Assumed Liabilities, any breach of or failure to comply with any covenant or agreement made by a Purchaser in this Agreement or inaccuracies, misrepresentations or breaches of the representations and warranties contained in Section 6.1 (Organization and Standing), Section 6.4 (Enforceability) and Section 6.5 (Brokers). (e) If the Buyer reduces the Automotive Earn Out Amount or Excess Performance Amount for any [***]*, Buyer shall not also be entitled to otherwise seek indemnification for the [***]*. For the avoidance of doubt, Buyer shall not account for any [***]* more than once.