Limits on Indemnity. (i) Neither Buyer nor Sellers shall be liable to the other under this Section 11.3 for any Damages until the amount otherwise due the party being indemnified exceeds $100,000 in the aggregate, in which case such indemnifying party will be liable to the indemnified party for all such amounts, in excess of the first $100,000. Notwithstanding the preceding sentence, this limitation shall not apply with respect to Damages arising out of a breach of a representation or warranty contained in Sections 4.5, 4.18 or 4.23, any Claims or causes of action based on fraud or intentional misrepresentation of any Seller, or any claim or contingent liability disclosed in any schedule to this Agreement. Buyer shall give Sellers prompt notice of any Damages that might apply toward the first $100,000.
(ii) Notwithstanding any other provision of this Agreement to the contrary, except as set forth below, the parties agree that the indemnification obligation of the Sellers shall be limited as follows: except with respect to Damages arising out of a breach of a representation or warranty contained in Sections 4.5, 4.18 or 4.23, any Claims or causes of action based on fraud or intentional misrepresentation of any Seller, or any claim or contingent liability disclosed in any schedule to this Agreement or reserved against or disclosed in the Effective Date Balance Sheet, Sellers' indemnification obligation in the aggregate shall be limited to $2,400,000; provided, however, with respect to Damages arising out of a breach of a representation or warranty contained in Sections 4.5, 4.18 or 4.23, Sellers' indemnification obligation shall be limited to the Purchase Price; and further provided there will be no limitation on Sellers' indemnification obligation with respect to Damages arising out of any Claims or causes of action based on fraud or intentional misrepresentation of any Seller, or any claim or contingent liability disclosed in any schedule to this Agreement. The indemnification limitation set forth in this Section 11.3.6 shall not apply to the Purchase Price adjustments of Section 2.5 of this Agreement which are separate matters.
Limits on Indemnity. The Corporation may not indemnify or advance moneys to a person described in Section 6.1 in the event that a court or any other competent authority judges that the conditions for indemnification set out in the Act are not fulfilled or determines that such person has committed an intentional or gross fault.
Limits on Indemnity. Neither Buyer nor Sellers shall be ------------------- liable to the other under this Article X for any Damages until the amount --------- otherwise due the party being indemnified exceeds $100,000 in the aggregate, in which case subject to the other limitations set forth in this Agreement such indemnifying party will be liable to the indemnified party for all such amounts, in excess of the first $100,000. Notwithstanding the preceding sentence, the foregoing limitation shall not apply with respect to (A) Claims arising out of a breach of a representation or warranty contained in Sections 4.5 and 5.2, and ------------ --- any Claims arising out of Section 4.24 related to tax or estate planning of ------------ Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx or Xxxxxx Partners prior to Closing or (B) any Claims based on fraud or intentional misrepresentation or omission of any Sellers or the Company. There shall be an aggregate limitation on the liability of Sellers in the amount of $5,000,000.
Limits on Indemnity. (a) The maximum aggregate liability of Bank with respect to all indemnity claims made pursuant to Section 12 of this Agreement, including related legal expenses ("Indemnity Claims"), shall be $300,000 (the "Maximum Claim Amount"). UPAC may not make any Indemnity Claims against Bank until UPAC has incurred damage, loss, liability or expense with respect to Indemnity Claims other than those described in Section 12.5(b) that collectively equal $50,000 (the "Threshold"); provided, however, that if such Indemnity Claims exceed the Threshold, then the entire amount of such Indemnity Claims (up to the Maximum Amount) can be made and recovered, regardless of the Threshold; and provided further, that any Indemnity Claim made because of a breach by Bank of any covenant contained in Sections 1, 2.2(a), 2.2(b), 5.3-5.7, 5.9-5.12, 5.15, 5.16, 6.2 or 6.4-6.7 shall not be subject to the Threshold.
(b) Notwithstanding Section 12.5(a), Bank shall be liable for indemnification under this Agreement for claims of misrepresentation or breach of warranty under Section 3.10(b) hereof relating to the adequacy of the allowance for loan losses that, in the aggregate, exceed the loss reserve indicated on the March 31, 1998 financial statement of Oxford, plus $50,000 (such excess being the "Loan Loss Indemnity Amount"). The Loan Loss Indemnity Amount shall be added to all indemnification claims under Section 12.1 in applying the Maximum Claim Amount. The Loan Loss Indemnity Amount shall be excluded from indemnification claims under Section 12.1 to determine the Threshold Amount.
Limits on Indemnity. (i) [*] Notwithstanding the preceding sentence, the foregoing limitation shall not apply with respect to (A) Claims arising out of a breach of a representation or warranty contained in Sections 4.5 and 4.21, (B) any Claims based on fraud or intentional misrepresentation or omission of the Seller or the Company, (C) the Pending Claims, or (D) the calculation of the Purchase Price pursuant to Sections 2.2.1 and 9.11(b).
(ii) [*] Notwithstanding the preceding sentence, the foregoing limitation shall not apply with respect to (A) Claims arising out of a breach of a representation or warranty contained in Section 4.5, (B) any Claims based on fraud or intentional misrepresentation or omission of the Seller or the Company, (C) the Pending Claims, or (D) the calculation of the Purchase Price pursuant to Sections 2.2.1 and 9.11(b).
(iii) The indemnifications provided for in this Article X are the sole remedies available to a party for claims against the other party for any breach of any representation or warranty in this Agreement or the other matters referred to in clauses (i) to (iv) of Section 10.2.1 and all other remedies under law or equity with respect to such matters are hereby waived; provided, however, that the foregoing limitation with respect to equitable remedies shall not apply with respect to claims based on fraud or intentional misrepresentation or omission.
Limits on Indemnity. Notwithstanding any other provision hereof or of any applicable law, neither party will be entitled to make a claim against the other party under Sections 11.1(a), 11.2(a) or 11.3 for any breach of a representation and warranty unless and until the aggregate amount of claimed losses exceeds Ten Thousand Dollars ($10,000), in which event the party seeking indemnification will be entitled to make a claim against the other party for the full amount of claimed losses. Notwithstanding the foregoing, the aggregate amount of claims that may be asserted for indemnification hereunder shall in no event exceed Two Million One Hundred Thousand Dollars ($2,100,000).
Limits on Indemnity. Notwithstanding anything to the contrary set forth herein, but subject to the provisions of this Section 9.4, (a) the maximum aggregate amount of indemnifiable Damages which may be recovered for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i), respectively, shall be an amount equal to $7,875,000 (the “Liability Cap”), (b) no Parent Indemnified Party shall be entitled to indemnification pursuant to Section 9.2(b)(i) until the sum of all such Damages suffered by the Parent Indemnified Parties in the aggregate exceed $250,000 (the “Basket Amount”), in which case the Parent Indemnified Parties shall be entitled to indemnification for the amount of all such Damages in excess of the Basket Amount, and (c) no TBO Indemnified Party shall be entitled to indemnification with respect to any Damages pursuant to Section 9.2(a)(i) until the sum of all such Damages suffered by the TBO Indemnified Parties in the aggregate exceed the Basket Amount, in which case the TBO Indemnified Parties shall be entitled to indemnification for the amount of all such Damages in excess of the Basket Amount. Notwithstanding the foregoing, the Basket Amount and Liability Cap shall not apply to (a) breaches of the representations and warranties in Sections 4.1-4.3, 4.6, 4.16, 4.17, 4.19 or 5.1-5.3 or (b) intentional misrepresentations or intentional fraud.
Limits on Indemnity. The indemnification provided for in this Agreement shall not apply unless and until the aggregate Losses for which a party entitled to indemnification hereunder (the "Indemnified Party") seeks indemnification, exclusive of legal fees, exceeds $25,000, in which case indemnification will include all losses, provided that there shall be no limitation on the amount recoverable with respect to Inventory by the Buyer under Section 4.7.
Limits on Indemnity. 46 11.7 Right to Set-Off.................................................................... 47 (a)
Limits on Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, except as set forth below, the parties agree that the indemnification obligation of the Seller and Shareholder under Sections 11.3 and of Purchaser under Section 11.4 shall be capped at a total amount of $2,000,000; provided, however, if the total indemnification obligation of Seller and Shareholder under Section 11.3 equals or exceeds $2,000,000 and if there are additional claims or assessments on account of a breach of warranty with respect to title to Intellectual Property pursuant to Section 4.20, then the total indemnification cap on all obligations of the Seller and
