Monetary Limitations. (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with respect to Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess of the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap.
(b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller.
(c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Secti...
Monetary Limitations. Buyer will have no obligation to indemnify the Seller Indemnified Persons pursuant to Section 7.02(a)(ii) in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds $500,000 (at which point Buyer will indemnify the Seller Indemnified Persons for all such Losses in excess of such amount), and Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 7.02(a)(ii) will not exceed $10 million; provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 7.02(a)(ii) in respect of breaches of, or inaccuracies in, any Buyer Fundamental Representation or (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of a representation or warranty in ARTICLE V. Claims for indemnification pursuant to any other provision of Section 7.02(a) are not subject to the limitations set forth in this Section 7.02(b). Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate liability of Buyer and KCAP under this ARTICLE VII and ARTICLE VIII exceed the Overall Indemnity Cap.
Monetary Limitations. The Securityholders will have no obligation to indemnify the Parent Indemnified Persons pursuant to Section 9.01(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Parent Indemnified Persons exceeds $300,000 (at which point the Securityholders will indemnify the Parent Indemnified Persons for all such Losses incurred or suffered pursuant to Section 9.1(a)(i) in excess of $300,000), and the Securityholders’ aggregate liability in respect of claims for indemnification pursuant to Sections 9.01(a)(i), 9.01(a)(ii), 9.01(a)(iv) and Section 9.01(a)(v) will be limited to the Escrow Amount as provided in Section 9.05(b); provided, that:
(i) The foregoing limitations will not apply to claims for indemnification pursuant to Section 9.01(a)(i) in respect of breaches of, or inaccuracies in, the representations and warranties set forth in Sections 4.01 (Organization), 4.02 (Power and Authorization), 4.04(b)(iii) (Noncontravention), 4.05 (Capitalization of Company), and 4.24 (No Brokers);
(ii) Claims for indemnification under Section 9.1(a)(ii), Section 9.01(a)(iv) and Section 9.01(a)(v) will not be subject to the $300,000 deductible referred to above but will be subject to the overall limitation set forth in Section 9.05(b); and
(iii) The foregoing limitations will not apply to claims based upon fraud or intentional misrepresentation. Claims for indemnification pursuant to Section 9.01(a)(i) in respect of any breaches of Section 4.13 (Tax Matters) and claims for indemnification under Article X (collectively, “Tax Claims”) and claims for indemnification pursuant to any provision of Section 9.01(a)(iii) are not subject to the monetary limitations set forth in this Section 9.01(b). In addition to the limitations provided in Section 9.05(b), the aggregate liability of any Securityholder in respect of claims for indemnification pursuant to Section 9.01(a) shall not exceed the total Merger Consideration and/or Option Payments received by such Securityholder; provided, that the foregoing limitation will not apply to claims based upon fraud or intentional misrepresentation and will not apply to any claim against such Securityholder pursuant to Section 9.01(a)(iii). Notwithstanding anything to the contrary contained herein, other than with respect to claims based on the fraud or intentional misrepresentation of su...
Monetary Limitations. MCO and CAV will have no obligation to indemnify any OBMP Indemnified Person pursuant to Clauses 4.1(a)(i) and 4.1(a)(iii) hereof, unless and until the aggregate amount of all such Losses incurred or suffered by the OBMP Indemnified Persons exceeds $50,000.00 (fifty thousand Dollars 00/100) (at which point MCO and CAV will indemnify the OBMP Indemnified Persons for all such Losses in excess of $50,000.00), and the aggregate liability of MCO and CAV in respect of claims for indemnification pursuant to Clauses 4.1(a)(i) through 4.1(a)(vi) will not exceed the total value of the OBMP Shares as of the date hereof; provided, that the foregoing limitations will not apply to claims based upon gross negligence, fraud or intentional misrepresentation.
Monetary Limitations. No Damages may be recovered from a Party pursuant to subsection 9.2(a) unless and until the accumulated aggregate amount of Damages of the Indemnified Parties arising pursuant to Section 9.2(a) exceeds $50,000, in which event the accumulated aggregate amount of all such Damages may be recovered. Such limitation shall have no application to any representation or warranty in this Agreement resulting from fraud, willful misconduct or intentional misrepresentation.
Monetary Limitations. (i) Seller Parties will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.1(a)(i) of this Agreement (except with respect to the Seller Fundamental Representations and the representations and warranties set forth in Section 3.15 (Tax Matters)) unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds the Deductible (at which point, Seller Parties shall, jointly and severally, indemnify and hold harmless the Buyer Indemnified Persons for all such Losses to the extent in excess of such Deductible).
(ii) The aggregate Liability of Seller Parties in respect of claims for indemnification pursuant to Section 7.1(a)(i) of this Agreement (except with respect to the Seller Fundamental Representations and the representations and warranties set forth in Section 3.15 (Tax Matters)) is not to exceed the General Indemnification Cap.
(iii) For the avoidance of doubt, the limitations set forth in Section 7.1(b)(i), Section 7.1(b)(ii) and Section 7.3 of this Agreement are not to apply to claims for indemnification pursuant to Sections 7.1(a)(ii), (iii), (iv), (v), (vi) or (vii) of this Agreement.
Monetary Limitations. Bayer will have no obligation to indemnify the Purchaser Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.1.1(a) or breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 14.1.1(b) with respect to claims brought after the Closing, unless the aggregate amount of all such Losses incurred or suffered by the Purchaser Indemnified Persons exceeds [***] (the “Indemnity Basket”) (at which point Bayer will indemnify the Purchaser Indemnified Persons for all such Losses exceeding [***]). Further, Bayer’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.1.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 14.1.1(b), will not exceed [***] (such amount, the “Maximum Indemnity Cap”). The monetary limitations contained in this Section 14.1.2 will not apply to [***].
Monetary Limitations. OBMP will have no obligation to indemnify any Vitel Indemnified Person pursuant to Clause 4.2(a)(i) hereof, unless and until the aggregate amount of all such Losses incurred or suffered by the Vitel Indemnified Persons exceeds $50,000.00 (fifty thousand Dollars 00/100) (at which point OBMP will indemnify the Vitel Indemnified Persons for all such Losses in excess of $50,000) and OBMP’s aggregate liability in respect of claims for indemnification pursuant to Clauses 4.2(a)(i) through 4.2(a)(iv) will not exceed the total value of the OBMP Shares as of the date hereof; provided, that the foregoing limitations will not apply to claims based upon gross negligence, fraud or intentional misrepresentation.
Monetary Limitations. 10.11.1 No Losses may be recovered from Infra H2O GP and Infra H2O LP pursuant to Section 10.1.1(a) unless and until the accumulated aggregate amount of Losses suffered by the Vendor Indemnified Parties arising pursuant to Section 10.1.1(a) exceeds 0.5% of the Base Price paid by Infra H2O LP, in which event the accumulated aggregate amount of all such Losses may be recovered, subject to a maximum amount of 30% of the Base Price paid by Infra H2O LP. The indemnification de minimis and limitation set forth in this Section 10.11.1 shall have no application to any claim to recover Losses based on any breach or inaccuracy of (i) any representation or warranty of Infra H2O GP and Infra H2O LP in Sections 6.3.2(a), 6.3.2(b), 6.3.2(c), 6.3.2(e) and 6.3.2(f), or (ii) any representation or warranty of Infra H2O GP and Infra H2O LP in this Agreement resulting from fraud or intentional misrepresentation by Infra H2O GP or Infra H2O LP, nor shall the indemnification de minimis and limitation be construed to apply to any of the indemnities in Section 10.1.1(b) or 10.1.3;
10.11.2 No Losses may be recovered from BluEarth pursuant to Section 10.1.2(a) unless and until the accumulated aggregate amount of Losses suffered by the Vendor Indemnified Parties arising pursuant to Section 10.1.2(a) exceeds 0.5% of the Base Price paid by BluEarth, in which event the accumulated aggregate amount of all such Losses may be recovered, subject to a maximum amount of 30% of the Base Price paid by BluEarth. The indemnification de minimis and limitation set forth in this Section 10.11.2 shall have no application to any claim to recover Losses based on any breach or inaccuracy of (i) any representation or warranty of BluEarth in Sections 6.3.3(a), 6.3.3(b), 6.3.3(c), 6.3.3(e) and 6.3.3(f), or (ii) any representation or warranty of BluEarth in this Agreement resulting from fraud or intentional misrepresentation by BluEarth, nor shall the indemnification de minimis and limitation be construed to apply to any of the indemnities in Section 10.1.2(b) or 10.1.3;
10.11.3 No Losses may be recovered from ABC pursuant to Section 10.2.1 unless and until the accumulated aggregate amount of Losses suffered by the Purchaser Indemnified Parties arising pursuant to Section 10.2.1 exceeds 0.5% of 75% of the Base Price, as adjusted pursuant to Section 10.12 (the “ABC Basket”), in which event the accumulated aggregate amount of all such Losses may be recovered, subject to a maximum amount of 30% of 75% of the ...
Monetary Limitations. The Stockholders will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Sections 9.1(a)(ii) and 9.1(a)(iii) in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or covenant described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $1,000,000 (the “Indemnification Threshold”) (at which point the Buyer Indemnified Persons will be indemnified for all Losses from the first dollar); provided, however, the Indemnification Threshold does not apply to claims for indemnification pursuant to Section 9.1(a)(i), Section 9.1(a)(ii) (in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization and Authority), 3.2 (Capitalization and Ownership), 3.4 (Authorization of Transaction), 3.15 (Taxes)), Sections 9.1(a)(iv), 9.1(a)(v) or 9.1(a)(vi), or claims pursuant to any Letter of Transmittal. The obligations of the Stockholders to indemnify the Buyer Indemnified Persons shall be subject to the additional limits set forth in this Article IX, including in Section 9.7.
