Maximum Indemnification Obligation Clause Samples

Maximum Indemnification Obligation. The maximum indemnification obligation of any party (the Shareholders for purposes of this Section 11.4 being considered one party) shall be limited to $4,000,000.00.

Maximum Indemnification Obligation. Except (a) with respect to any Tax Liabilities of Seller as set forth in Section 6.8, (b) with respect to any breach by Seller of its covenants under Section 6.1 hereof, or (c) in the event of fraud, the maximum indemnification obligation of any party hereunder shall be limited to the Purchase Price.

Maximum Indemnification Obligation. Except with respect to Losses arising out of any third party claims against Purchaser, the aggregate liability of Seller and the Major Shareholders to Purchaser under Section 7.2 shall not exceed the total compensation paid by Purchaser under this Agreement, plus Purchaser's attorneys' fees and costs relating to the enforcement of the indemnification obligations thereunder.

Maximum Indemnification Obligation. (a) Notwithstanding anything in this Agreement to the contrary, the maximum indemnification obligation of any party hereunder shall be limited to the consideration paid for the Company Shares as set forth in Section 1.2 hereof. (b) Notwithstanding the foregoing, no indemnification claim may be made pursuant to this Article 8 unless and until the aggregate amount of indemnifiable claims incurred by the indemnified party exceed $60,000.00 (the "Materiality Threshold Amount"), at which time such claim for indemnification may be made for the aggregate amount of all indemnifiable claims (to the extent such costs or liabilities are not covered by insurance actually paid by such insurance carrier, including, without limitation, the insurance furnished pursuant to Section 6.9 hereof), including the initial Material Threshold Amount, up to the maximum amount set forth in Section 8.4(a) hereof; provided, however, that in no event shall (i) any portion of the Aged Accounts Receivable that remains uncollected as of the expiration of the Indemnification Period or (ii) any Adverse Consequences incurred by Buyer that are attributable to the failure to record or otherwise reconcile any of the Company's accounts payable prior to Closing, be subject to the Materiality Threshold Amount; provided further, however, that the aggregate amount of any such uncollected Aged Accounts Receivable or any such Adverse Consequences attributable to such non-recorded or non-reconciled accounts payable shall not be included for purposes of determining whether the Materiality Threshold Amount has been exceeded.