Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------- any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller under Sections 3.1, ------------- 3.2, 3.3 or 3.17 hereof (the indemnification for which shall expire on the ---------------- expiration of the applicable statute of limitations), the indemnification provided under this Article VIII shall expire on the third anniversary of the Closing Date. The Seller shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $25,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller to Global exceed [**] (except for claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of ---------------------- ---- indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any ------------------------- any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller Sellers under Sections 3.1, ------------- 3.2, 3.3 or ------------------------- 3.17 hereof (the indemnification for which shall expire on the ---------------- expiration of the ---- applicable statute of limitations), the indemnification provided under this Article VIII shall expire on the third anniversary of the Closing Date. The Seller Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $25,00010,000, whereupon Seller Sellers shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller Sellers to Global exceed [**] the Purchase Price (except for claims made for any breach of the representations and warranties of Seller Sellers under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of ---------------------- ---- indemnification hereunder shall be the Purchase Price). However nothing in this Article ---------------------- ---- VIII shall limit Global or Seller in any way in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global Sellers in connection with this Agreement or in the amount of damages that it can recover from the other Sellers in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any ------------------------- any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller Sellers under (i) Sections 3.1, ------------- 3.2, 3.3 3.3, ------------ --- --- 3.14, or 3.17 hereof (the indemnification for which shall expire on the ---------------- ---- ---- expiration of the applicable statute of limitations) or (ii) Section 3.26 hereof ------------ (the indemnification for which shall expire on June 30, 1998), the indemnification provided under this Article VIII for breaches of representations ------------ and warranties contained in Article III hereof shall expire on the third first ----------- anniversary of the Closing Date. The Seller Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate ------------ indemnification obligation hereunder exceeds $25,00050,000, whereupon Seller Sellers shall be liable for all amounts for in excess of such amount of which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller Sellers to Global exceed [**] (except for claims made for any breach of the representations and warranties of Seller Sellers under Sections Section 3.1, 3.2, 3.3, 3.14 or ----------- --- --- ---- 3.17 hereof, as to which the limit of ---------------------- ---- indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in any way ---- ------------ in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global Sellers in connection with this Agreement or in the amount of damages that it can recover from the other Sellers in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that the business engaged in by the Companies may be adversely affected by numerous factors that are outside the control of Sellers and the Companies including, but not limited to, the following:

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------- any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller under Sections 3.1, ------------- 3.2, 3.3 or 3.17 hereof (the indemnification for which shall expire on the ---------------- expiration of the applicable statute of limitations), the indemnification provided under this Article VIII shall expire on the third anniversary of the Closing Date. The Seller shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $25,00050,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller to Global exceed [**] (except for claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of ---------------------- ---- indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------- any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of BSG Parent and the Seller Stockholders under Sections 3.1, ------------- 3.2, 3.3 3.3, 3.4, 3.6, 3.17 or 3.17 Article VI hereof (the ------------ --- --- --- --- ---- ---------- indemnification for which shall expire on the ---------------- expiration of the applicable statute of limitationslimitations or, in the case of covenants in Article VI which have a ---------- specific expiration date, as of such date, and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall expire on the third anniversary of March 31, 2001 following the Closing DateDate ------------ (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Seller Stockholders and BSG Parent shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by ------------ Xxxxxx Holdings hereunder exceeds $25,000500,000, whereupon Seller Stockholders and BSG Parent shall be liable for all amounts for which indemnification may be soughtsought in excess of the first $200,000 in claims. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller Stockholders and BSG Parent to Global Xxxxxx Holdings for breach of representations and warranties exceed [**] (except the sum of the Purchase Price and the Redemption Price, as adjusted pursuant to the terms hereof; provided, however, that such limitation shall not include and shall not limit any claims for claims made for any breach the breaching of the representations and warranties of Seller the Stockholders and BSG Parent under Sections 3.1, 3.2, 3.3, or 3.17 hereof3.4, as to which the limit of ---------------------- ---- indemnification hereunder shall be the Purchase Price)and 3.6. However ------------ --- --- --- --- nothing in this Article VIII shall limit Global Xxxxxx Holdings or Seller Stockholders in ------------ exercising or securing any remedies provided by applicable statutory or common law with respect to the fraudulent conduct of Seller Stockholders, BSG Parent or Global Xxxxxx Holdings in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global Xxxxxx Holdings or Stockholders successfully proves prove intentional fraud or intentional fraudulent conduct in connection with this Agreement. Other than as set forth in the preceding sentence, the indemnification provided for in this Section VIII is intended to ------------ be the exclusive monetary remedy of Xxxxxx Holdings or Stockholders with regard to the transactions contemplated by this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------- any party Indemnifying Party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for Notwithstanding the provisions of Section 8.1, the indemnity obligations hereunder relating to any breach of or ----------- default under any covenants hereunder or in any agreement or document executed in connection herewith relating to confidentiality, noncompetition, non- solicitation or employment shall not be the joint indemnification obligations of the Company and the Majority Members but shall be the sole and several obligation of the respective party to such covenant or agreement. The right of the Buyer Indemnified Parties to make claims for breach of the representations and warranties of the Seller under Sections 3.1, ------------- 3.2, 3.3 or 3.17 hereof (the indemnification for which shall expire on the ---------------- expiration of the applicable statute of limitations), the indemnification provided under this Article VIII (other than claims for Excluded Liabilities or for claims for ------------ breaches of covenants to be performed by the Company following the Closing) shall expire on the third anniversary September 30, 2001 (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The right of the Closing Date. The Seller shall not be obligated Indemnified Parties to pay any amounts make claims for indemnification Indemnification provided under this Article VIII until (other than claims arising ------------ under Section 8.2(B) or (C) or claims for breaches of covenants to be performed --------------------- by Buyer or Iconixx following the aggregate indemnification obligation hereunder exceeds $25,000Closing) shall expire on September 30, whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller to Global exceed [**] 2001 (except for any claims for which Indemnifiable Costs made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as prior to such date which the limit of ---------------------- ---- indemnification hereunder claims shall be the Purchase Pricecontinue after such date until finally resolved). However nothing in this Article VIII shall limit Global or Seller in exercising or securing any remedies provided by applicable common law with respect to Neither the conduct of Seller or Global in connection with this Agreement or in Company nor the amount of damages that it can recover from the other in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.Majority Members

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------- any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of ------------------------- the representations and warranties of the Seller Stockholders under Sections 3.1, ------------- 3.2, 3.3 ------------ --- 3.3, 3.17 or 3.17 3.29 hereof (the indemnification for which shall expire on the ---------------- --- ---- ---- expiration of the applicable statute of limitations), the indemnification provided under this Article VIII shall expire on twelve (12) months from the third anniversary of the ------------ Closing Date. The Seller Stockholders shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification ------------ obligation hereunder exceeds $25,00050,000, whereupon Seller the Stockholders shall only be liable for all amounts in excess of such $50,000 for which indemnification may be sought. Notwithstanding the foregoing, in no event shall any Stockholder have any liability to the aggregate liability Buyer in excess of Seller to Global exceed [**] their allocable portion of fifteen percent (15%) of the Adjusted Purchase Price (except for claims made for any breach of the representations and warranties of Seller the Stockholders under Sections -------- 3.1, 3.2, 3.3, 3.17 or 3.17 3.29 hereof, as to for which no such limitation on the limit of ---------------------- --- --- --- ---- ---- Stockholders' indemnification hereunder obligations shall be the Purchase Priceapply). However In addition, any Stockholder shall only be liable for breaches of the representations and warranties contained in Sections -------- 3.7 through 3.27 to the extent such Stockholder had actual knowledge of such --- ---- breach. However, nothing in this Article VIII shall limit Global or Seller the Buyer in any way ------------ in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global the Stockholders in connection with this Agreement or in the amount of damages that it can recover from the other Stockholders in the event that Global the Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------- any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller under Sections 3.1, ------------- 3.2, 3.3 or 3.17 hereof (the indemnification for which shall expire on the ---------------- expiration of the applicable statute of limitations), the indemnification provided under this Article VIII shall expire on the third anniversary of the Closing Date. The Seller shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $25,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller to Global and Xxxxxx exceed [**] $5,000,000 (except for claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which ---------------------- ---- the limit of ---------------------- ---- indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global Global, Xxxxxx or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global Xxxxxx in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global Xxxxxx successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All (a) With respect to Seller Indemnifiable Costs sought by ------------------------- Losses the aggregate liability of Sellers (collectively) to indemnify Buyer Indemnitees (collectively) from and against any party hereunder Seller Indemnifiable Losses shall be net not exceed an amount equal to $3,300,000 (the “Cap”). Notwithstanding the foregoing, the Cap shall not apply to Seller Indemnifiable Losses arising from (i) breaches of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties set forth in Section 3.10, Section 3.11 or Section 3.17 or any of the Seller under Special Representations, (ii) matters indemnified pursuant to Sections 3.1, ------------- 3.2, 3.3 or 3.17 hereof 8.2(a)(ii) through (the indemnification for which shall expire on the ---------------- expiration of the applicable statute of limitationsvi), the indemnification provided under this Article VIII shall expire on the third anniversary of the Closing Dateor (iii) fraud or intentional misrepresentation. The liability, if any, of Sellers to indemnify Buyer Indemnitees hereunder shall first be satisfied from the Escrow Funds, and only if and to the extent the aggregate liability of Sellers (collectively) to indemnify Buyer Indemnitees from and against Seller Indemnifiable Losses hereunder exceeds the Escrow Funds Buyer Indemnitees shall be entitled to seek funding of any Seller Indemnifiable Losses directly from the Sellers. With respect to Buyer Indemnifiable Losses, the aggregate liability of Buyers (collectively) to indemnify Seller Indemnitees (collectively) from and against any Buyer Indemnifiable Losses shall not be obligated to pay any amounts for indemnification under this Article VIII until exceed the aggregate indemnification obligation hereunder exceeds $25,000, whereupon Seller shall be liable for all amounts for which indemnification may be soughtCap. Notwithstanding the foregoing, in no event the Cap shall the aggregate liability not apply to Buyer Indemnifiable Losses arising from (i) breaches of Seller to Global exceed [**] (except for claims made for any breach Buyer Special Representations or any of the representations and warranties of Seller under set forth in Section 4.4, (ii) matters indemnified pursuant to Sections 3.1, 3.2, 3.38.2(b)(ii) through (iv), or 3.17 hereof, as to which the limit of ---------------------- ---- indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global successfully proves intentional (iii) fraud or intentional fraudulent conduct in connection with this Agreementmisrepresentation.

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------- any party hereunder shall be net Notwithstanding the provisions of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller under Sections 3.1, ------------- 3.2, 3.3 Section 9.1(ii)(A) or 3.17 hereof (the indemnification for which shall expire on the ---------------- expiration of the applicable statute of limitations9.1(iv), the Companies shall have no obligation to indemnify Buyer or WWI or any of their respective Affiliates pursuant to Section 9.1(ii)(A) or pursuant to Section 9.1(iv) (to the extent the claim arising under Section 9.1(iv) is based on facts and circumstances which result in a misrepresentation or breach of warranty covered under Section 9.1(ii)(A)), except to the extent that the indemnification provided under this Article VIII obligations thereunder shall expire on exceed Two Hundred Fifty Thousand Dollars ($250,000) (the third anniversary "Basket Amount") in the aggregate; provided, if the indemnification obligations of the Closing Date. The Seller shall not be obligated Companies pursuant to pay any amounts for indemnification Section 9.1(ii)(A) and Section 9.1(iv) (to the extent the claim arising under this Article VIII until Section 9.1(iv) is based on facts and circumstances which result in a misrepresentation or breach of warranty covered under Section 9.1(ii)(A)) exceed the aggregate indemnification obligation hereunder exceeds $25,000Basket Amount, whereupon Seller Buyer, WWI and their respective Affiliates shall be liable for all amounts for which entitled to receive indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller to Global exceed [**] (except for claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of ---------------------- ---- indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct entire amount of Seller such Losses, subject to the provisions of the next sentence. Furthermore, the aggregate indemnification obligations of the Companies pursuant to Section 9.1(ii)(A) or Global pursuant to Section 9.1(iv) (to the extent the claim arising under Section 9.1(iv) is based on facts and circumstances which result in connection a misrepresentation or breach of warranty covered under Section 9.1(ii)(A)), shall not exceed Fifty Million Dollars ($50,000,000); provided, however, that any indemnification claim by Buyer with respect to a misrepresentation or breach of any representation or warranty by Sellers contained in Section 4.1(e)(i) or 4.1(t) shall not be subject to the limitation of Fifty Million Dollars ($50,000,000) set forth in this Agreement Section 9.5. Buyer and WWI shall have no obligation to indemnify the Companies or any of their respective Affiliates pursuant to Section 9.2(ii)(A) except to the extent that the indemnification obligations thereunder shall exceed the Basket Amount in the aggregate; provided, if Buyer's or WWI's indemnification obligations pursuant to Section 9.2(ii)(A) exceed the Basket Amount, the Companies and their respective Affiliates shall be entitled to receive indemnification with respect to the entire amount of damages that it can recover from such Losses, subject to the other in provisions of the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreementnext sentence. Furthermore, the aggregate indemnification obligations of Buyer and WWI pursuant to Section 9.2(ii)(A) shall not exceed Fifty Million Dollars ($50,000,000).

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------- any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller Sellers under Sections 3.1, ------------- 3.2, 3.3 3.3, 3.17, 3.26 or 3.17 6.5 hereof (the indemnification for which shall expire on indemnification claims must be -------------------- --- made prior to the ---------------- expiration of the applicable statute of limitationslimitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall ------------ expire on the third anniversary of the Closing DateApril 1, 2001 (except for claims made prior to such date which shall continue after such date until finally resolved). The Seller Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification ------------ obligation hereunder exceeds $25,000, whereupon Seller the Sellers shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller the Sellers to the Buyer and Global hereunder exceed [**] (except the $10,000,000. Global shall not be obligated to pay any amounts for claims made for any breach of indemnification under this Article VIII until the representations aggregate ------------ indemnification obligation hereunder exceeds $25,000, whereupon the Buyer and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of ---------------------- ---- indemnification hereunder Global shall be the Purchase Price)liable for all amounts for which indemnification may be sought. However nothing in this Article VIII shall limit the Buyer, Global or Seller the ------------ Sellers in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller the Sellers, on the one hand, and the Buyer or Global Global, on the other, in connection with this Agreement or in the amount of damages that it either such party can recover from the other party in the event that Global the Sellers, on the one hand, or the Buyer or Global, on the other, successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.