MINIMUM AND MAXIMUM INDEMNIFICATION CLAIM. The provision for indemnity for Shareholder Warranty Damages, or ADLT Warranty Damages, as the case may be, shall only be effective and no Shareholder shall be required to provide such indemnity to the ADLT Indemnitees, and ADLT shall not be required to provide such indemnity to the Shareholder Indemnitees, hereunder unless the claim(s) of indemnification of the ADLT Indemnitees, or RLI Indemnitees, as the case may be, shall exceed in the aggregate $1,000,000 (the "Basket"). In the event the ADLT Indemnitees' claims, or the RLI Indemnitees' claims, as the case may be, shall exceed the Basket, then the ADLT Indemnitees shall have the right to be indemnified for Shareholder Warranty Damages, or ADLT Warranty Damages, as the case may be, but only for amounts in excess of the Basket and, in all cases, subject to the further limitation that the Shareholders shall in no event be liable for ADLT Damages in excess of $5,000,000 (the "Cap"). None of the ADLT Indemnitees, or the RLI Indemnitees, as the case may be, shall have any claim against any Shareholders, or ADLT, as the case may be, for any damages, costs or expenses up to the amount of the Basket and the Shareholders shall have no liabilities to the ADLT Indemnitees for claims in excess of the Cap.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Advanced Lighting Technologies Inc), Stock Purchase Agreement (Advanced Lighting Technologies Inc)
MINIMUM AND MAXIMUM INDEMNIFICATION CLAIM. The With respect only to indemnification claims made pursuant to sections 9.2(a) and 9.3(a)(i) above and except for claims for (a) Losses which are made in the case of fraud and intentional misrepresentations, (b) Tax Damages, (c) Title Damages, (d) Covered Liability Damages, (e) Real Estate Damages or (f) Noncompliance Damages, the provision for indemnity for Shareholder Warranty Damages, or ADLT Warranty Damages, as the case may be, Losses shall only be effective and no Shareholder Buyer shall be required to provide such indemnity to the ADLT Indemnitees, and ADLT shall not be required to provide such indemnity to the Shareholder Buyers' Indemnitees, hereunder unless the claim(s) of indemnification of the ADLT Indemnitees, or RLI Buyers' Indemnitees, as the case may be, shall exceed in the aggregate $1,000,000 (the "Basket"). In With respect only to indemnification claims made pursuant to sections 9.2(a) and 9.3(a)(i) above and except for claims (a) for Losses which are made in the case of fraud and intentional misrepresentations, (b) Tax Damages, (c) Title Damages, (d) Covered Liability Damages, (e) Real Estate Damages or (f) Noncompliance Damages, in the event the ADLT Indemnitees' claims, or the RLI Buyers' Indemnitees' claims, as the case may be, shall exceed the Basket, then the ADLT Indemnitees shall have the right to be indemnified for Shareholder Warranty DamagesLosses, or ADLT Warranty Damagesthe Buyers' Indemnitees shall have the right to be indemnified for Losses, as the case may be, but only for amounts in excess of the Basket and, in all cases, subject to the further limitation that the Shareholders Buyers shall in no event be liable for ADLT Damages Losses in excess of $5,000,000 (the "Cap"). None With respect only to indemnification claims made pursuant to sections 9.2(a) and 9.3(a)(i) above and except for claims for (a) Losses which are made in the case of fraud and intentional misrepresentations, (b) Tax Damages, (c) Title Damages, (d) Covered Liability Damages, (e) Real Estate Damages or (f) Noncompliance Damages, none of the ADLT Indemnitees, or the RLI Buyers' Indemnitees, as the case may be, shall have any claim against any ShareholdersBuyers, or ADLT, as the case may be, for any damages, costs or expenses Losses up to the amount of the Basket and the Shareholders Buyers shall have no liabilities to the ADLT Indemnitees for claims Losses in excess of the Cap.
Appears in 1 contract
Samples: Stock Redemption and Purchase Agreement (Advanced Lighting Technologies Inc)
MINIMUM AND MAXIMUM INDEMNIFICATION CLAIM. The Except for claims for (a) Losses which are made in the case of fraud and intentional misrepresentations, (b) Tax Damages, (c) Title Damages, (d) Covered Liability Damages or (e) Real Estate Damages, the provision for indemnity for Shareholder Warranty Damages, or ADLT Warranty Damages, as the case may be, Losses shall only be effective and no Shareholder Buyer shall be required to provide such indemnity to the ADLT Indemnitees, and ADLT shall not be required to provide such indemnity to the Shareholder Buyers' Indemnitees, hereunder unless the claim(s) of indemnification of the ADLT Indemnitees, or RLI Buyers' Indemnitees, as the case may be, shall exceed in the aggregate $1,000,000 (the "Basket"). In Except for claims (a) for Losses which are made in the case of fraud and intentional misrepresentations, (b) Tax Damages, (c) Title Damages, (d) Covered Liability Damages or (e) Real Estate Damages, in the event the ADLT Indemnitees' claims, or the RLI Buyers' Indemnitees' claims, as the case may be, shall exceed the Basket, then the ADLT Indemnitees shall have the right to be indemnified for Shareholder Warranty DamagesLosses, or ADLT Warranty Damagesthe Buyers' Indemnitees shall have the right to be indemnified for Losses, as the case may be, but only for amounts in excess of the Basket and, in all cases, subject to the further limitation that the Shareholders Buyers shall in no event be liable for ADLT Damages Losses in excess of $5,000,000 (the "Cap"). None Except for claims for (a) Losses which are made in the case of fraud and intentional misrepresentations, (b) Tax Damages, (c) Title Damages, (d) Covered Liability Damages or (e) Real Estate Damages, none of the ADLT Indemnitees, or the RLI Indemnitees, as the case may be, shall have any claim against any ShareholdersBuyers, or ADLT, as the case may be, for any damages, costs or expenses Losses up to the amount of the Basket and the Shareholders Buyers shall have no liabilities to the ADLT Indemnitees for claims Losses in excess of the Cap.
Appears in 1 contract
Samples: Stock Redemption and Purchase Agreement (Advanced Lighting Technologies Inc)