Monetary Limitations on Indemnification Sample Clauses

Monetary Limitations on Indemnification. (i) Sellers shall not be obligated hereunder to indemnify any Buyer Indemnified Parties with respect to any Indemnifiable Damages as to which such persons are otherwise entitled to indemnification pursuant to Section 7.2(a)(ii), Section 7.2(a)(iv), Section 7.2(a)(vii), Section 7.2(a)(viii) and Section 7.2(a)(ix) unless and until the aggregate amount of Indemnifiable Damages exceeds the General Basket Amount, and thereafter Buyer Indemnified Parties shall be entitled to indemnity hereunder only with respect to any such amounts in excess of the General Basket Amount; provided that such limitation shall not apply to Indemnifiable Damages based on a breach of a representation or warranty set forth in Section 3.1 (Organization, Good Standing, Authority and Capitalization), Section 3.4(a) (Real Property), Section 3.4(d) (Personal Property) and Section 3.12 (Taxes). (ii) The maximum aggregate obligation of Sellers to indemnify any Buyer Indemnified Parties with respect to any Indemnifiable Damages as to which such persons are otherwise entitled to indemnification (A) pursuant to Section 7.2(a)(ii) shall not exceed Two Hundred Fifty Million Dollars ($250,000,000) with respect to Indemnifiable Damages based on a breach of a representation or warranty set forth in Section 3.1 (Organization, Good Standing, Authority and Capitalization), Section 3.4(a) (Real Property) and Section 3.4(d) (Personal Property), (B) pursuant to Section 7.2(a)(ii), Section 7.2(a)(vii) and Section 7.2(a)(viii) shall not exceed, in the aggregate, Ninety Million Dollars ($90,000,000) with respect to Indemnifiable Damages based on a breach of a representation or warranty set forth in Section 3.3 (Environmental Matters) and Section 3.10 (Labor and Employment Matters; ERISA), for Specified Pre-Signing Environmental Matters and for Specified Pre-Closing Environmental Matters, respectively, (C) pursuant to Section 7.2(a)(ii) shall be unlimited with respect to Indemnifiable Damages based on a breach of a representation or warranty set forth in Section 3.12 (Taxes) and (D) pursuant to Section 7.2(a)(ii), Section 7.2(a)(iv) and Section 7.2(a)(ix) shall not exceed Twenty-Five Million Dollars ($25,000,000) with respect to Indemnifiable Damages for any other breach of a representation or warranty, for Pre-Closing Service Matters and for the matters set forth on Schedule 7.2(a)(ix), respectively; provided that, with respect to Indemnifiable Damages for indemnification pursuant to clause (B) in this clause...

Monetary Limitations on Indemnification. The Sellers as Indemnifying Parties shall not have any obligation to indemnify the Buyer or the Company as Indemnitee under clauses (i) and (ii) of Section 11.1.1 unless and until the aggregate cumulative total of all Losses for which indemnification would be provided under Section 11.1.1 incurred by the Buyer or the Company as Indemnitee exceeds $1,000,000, whereupon the Indemnitee shall be entitled to indemnification for such Losses but only to the extent that the aggregate cumulative total of such Losses exceeds such amount. Notwithstanding any other provision of this Agreement, (i) the total maximum aggregate indemnification liability for all claims for all such Losses in excess of $1,000,000 pursuant to clauses (i), (ii) and (v) of Section 11.1.1. shall not exceed $5,000,000 (the "Maximum Aggregate Loss") for all Sellers as a group; and (ii) each Seller's aggregate indemnification obligations under clauses (ii) and (v) of Section 11.1.1 shall be limited to such Seller's Proportionate Share of the Maximum Aggregate Loss, (iii) each Seller's aggregate indemnification obligation under clauses (ii) and (v) of Section 11.1.1 for any specific Loss shall be limited to such Seller's Proportionate Share of such Loss, and (iv) except for indemnification obligations for claims for breaches of the representations in Section 5.1.3 or the penultimate sentence of Section 5.1.4, each Seller's aggregate obligation under this Section 11 shall in no event exceed the portion of the Cash Consideration received by such Seller.

Monetary Limitations on Indemnification. Seller shall not be obligated hereunder to indemnify Buyer with respect to any liabilities, losses, claims, judgments, damages, expenses and costs as to which Buyer is otherwise entitled to indemnification under this Agreement unless and until the aggregate amount of indemnification so asserted exceeds Five Hundred Thousand Dollars ($500,000), and thereafter Buyer shall be entitled to indemnity from Seller hereunder only with respect to any amounts in excess of Five Hundred Thousand Dollars ($500,000). Notwithstanding anything in this Agreement to the contrary, Seller's maximum aggregate obligation to Buyer pursuant to this Section 7.2 shall not exceed Seven Million Five Hundred ----------- Thousand Dollars ($7,500,000). The limitations of this Section 7.2(f) shall not -------------- apply with regard to any breach or inaccuracy in the representations and warranties set forth in Section 2.7(a). --------------

Monetary Limitations on Indemnification. L▇▇▇ individually, on behalf of himself and each other Person included within the definition of Seller, shall not have any liability for indemnification to Buyer under Section 9.1(a) unless the aggregate of all Losses related thereto for which L▇▇▇ individually, on behalf of himself and each other Person included within the definition of Seller, would, but for this provision, be liable exceeds, on an aggregate basis, Three Hundred Thousand Dollars ($300,000), as finally determined (the “Basket Amount”); provided, however, that once aggregate Losses exceed the Basket Amount, L▇▇▇ shall indemnify Buyer and its Affiliates for all of such Losses without regard to the Basket Amount; provided, further, that in no event shall L▇▇▇ individually, on behalf of himself and each other Seller, have an aggregate liability in excess of Six Million Dollars ($6,000,000.00), as finally determined as a result of any and all Claims for Losses resulting from an inaccuracy or breach under Section 9.1(a) of this Agreement, except to the extent based on (A) Losses arising from any inaccuracy in or breach of the representations and warranties made by Seller in or pursuant to Section 3.13 [Permits] or Section 3.14 [Compliance with Law], for which L▇▇▇ individually, on behalf of himself and each other Seller, shall have a maximum liability equal to (i) for claims made or reserved as Reserved Claims in the eighteen (18) months following the Closing Date, an aggregate amount equal to Sixteen Million Dollars ($16,000,000.00) inclusive of all amounts paid to Buyer and its Affiliates pursuant to indemnification under Section 9.1(a) hereof and (ii) for claims made or reserved as Reserved Claims during the period from eighteen (18) months following the Closing Date through three (3) years following the Closing Date, an aggregate amount equal to Eight Million Dollars ($8,000,000.00) inclusive of all amounts paid to Buyer and its Affiliates pursuant to indemnification under Section 9.1(a) hereof, (B) (i) fraud (defined to include, at a minimum, intent to deceive) or (ii) claims related to a breach of Section 3.2 [Stock] or Section 3.8 (first sentence only) [Authorization; No Conflicts], for which there shall be no limit to Leon’s aggregate liability; and (C) claims under Section 9.1(c) of this Agreement, for which L▇▇▇ individually, on behalf of himself and each other Seller, shall have a maximum liability equal to the sum of (i) Escrow Amount B, including any interest thereon pursuant to Es...

Monetary Limitations on Indemnification. ‌ (a) The Vendor shall not be required to pay any amount with respect to any Claims pursuant to Section 8.2 until the aggregate of all Losses in respect of such Claims exceeds US$2,250,000 (the “Threshold”). Once the total of such amounts exceeds the Threshold, the Vendor shall indemnify the Purchaser Indemnified Parties for all Losses in respect of such Claims that exceed the Threshold. This limitation shall not apply to: (i) any misrepresentation or incorrectness in or breach of any Fundamental Representation, or (ii) wilful breaches of this Agreement, intentional misrepresentation and fraud. (b) For Losses in respect of Claims pursuant to Section 8.2(b), the Vendor’s total liability shall not exceed 15% of the Indemnification Limit, except where such Claims relate to:‌ (i) any misrepresentation or incorrectness in or breach of any Environmental Representations, in which case the Vendor’s total liability shall not exceed 25% of the Indemnification Limit; (ii) any misrepresentation or incorrectness in or breach of any Fundamental Representations or the absence of, or deficiency in, the title of the Vendor to the Purchased Shares or of the Company or the applicable Subsidiary to the shares of each of the Subsidiaries, in which case the Vendor’s total liability shall not exceed 100% of the Indemnification Limit; or (iii) intentional misrepresentation or fraud by the Vendor or any Person acting for or on behalf of the Vendor, in which case the Vendor’s total liability shall not be subject to any limit. (c) For Losses in respect of Claims pursuant to Section 8.2(c) and 8.2(d), the Vendor’s total liability shall not exceed 50% of the Indemnification Limit, except where such Claims relate to intentional misrepresentation or fraud by the Vendor or any Person acting for or on behalf of the Vendor, in which case the Vendor’s total liability shall not be subject to any limit.‌ (d) For certainty, the Vendor shall not be liable for any special, consequential, punitive or aggravated damages, including damages for loss of profits and lost business opportunities or damages calculated by reference to any Purchase Price methodology. (e) The amount of any Losses for which indemnification is provided under this Article 8 shall be net of any: (i) amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses or otherwise from any third party (net of any Tax or expenses incurred in connection with such recovery and increase in premiums)...

Monetary Limitations on Indemnification. The liability of either Seller or Buyer Entities under this Section 7.2 shall: (i) be offset dollar for dollar by any recovery actually made by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, from any unaffiliated third party (including insurers) on account of the item of Indemnifiable Damages involved (and no right of subrogation shall accrue to any such third party); and (ii) be net of any Tax benefit inuring to the indemnified party therefrom and realized in the taxable year in which the Indemnifiable Damages were incurred. The parties hereto agree to pursue diligently and in good faith any recovery from any such third party with respect to any item of Indemnifiable Damages involved, but payments for Indemnifiable Damages shall not be postponed pending any such receipts or recoveries. Any such receipts or recoveries received by an indemnified party after a payment for Indemnifiable Damages shall be promptly paid over to the Indemnitor in an amount not to exceed the amount paid by the Indemnitor to the indemnified party with respect to such item of Indemnifiable Damages.

Monetary Limitations on Indemnification. No Indemnifying Party shall have any obligation under Section 7.1.1, 7.2.1 (other than for a breach of Section 3.3, 3.5, 3.11, 3.12 or 3.15), 7.2.3 (other than in respect of Excluded Liabilities referred to in Section 2.4.1, 2.4.2, 2.4.3, 2.4.4, clause (iv) of Section 2.4.5, Section 2.4.6, 2.4.9 or 2.4.11), 7.2.5, 7.2.8, 7.2.9, 7.2.10 or 7.2.11 in respect of any Loss incurred by an Indemnitee until the aggregate cumulative total of all such Losses (excluding any portion of such Losses for which Seller has indemnified Orbital under another subsection of Section 7.2) incurred by the Indemnitee exceeds $500,000, whereupon the Indemnitee shall be entitled to indemnification under such Sections for the entire aggregate cumulative amount of such Losses in excess of $500,000. No Indemnifying Party shall have any obligation under Section 7.1.1 or 7.2.1 hereof, other than for a breach of Section 3.5, 3.11, 3.12 or 3.15, in excess of an aggregate of $10,000,000. Seller's obligations under Section 7.2.7 (i) shall not exceed $750,000 per customer Contract in respect of amounts paid to Thom▇▇ ▇▇▇ der Heyd▇▇, (▇i) shall not apply to any Contract for which Seller would have been entitled to a Seller Payment, and (iii) shall not exceed $250,000 in respect of aggregate attorney's fees and other defense costs incurred by Orbital in the investigation or defense of any and all claims threatened, asserted or brought by Thom▇▇ ▇▇▇ der Heyd▇▇ ▇▇ any time after the Closing (other than attorney's fees and other defense costs incurred by Seller in connection with the proceeding referred to in clause (i) of Section 7.2.6.).

Monetary Limitations on Indemnification. (a) (i) Seller shall have no obligation to indemnify Purchaser until such time as the aggregate amount of all claims which Purchaser may have against Seller, whether individually or collectively, shall exceed $250,000 (the "THRESHOLD AMOUNT"), at which point Seller shall indemnify Purchaser for all claims in excess of such Threshold Amount PROVIDED, HOWEVER, that the foregoing limitation shall not apply to claims by Purchaser (A) with respect to any of the representations and warranties made in SECTIONS 7.1 (Incorporation and Qualification) or 7.2 (Authority) or 7.28 (Title to Assets) hereof, including corresponding sections of the Disclosure Letter; (B) with respect to a breach or nonfulfillment of any covenant or agreement of Seller or Group hereunder; (C) based upon fraud; and (D) with respect to any Retained Asset or Retained Liability.

Monetary Limitations on Indemnification. Indemnifying Parties shall --------------------------------------- not have any obligation to indemnify any Buyer Indemnitee under Section 11.1.1 (other than the representations and warranties contained in Sections 4.4, 5.11, 5.12(e) and 5.13) unless the aggregate cumulative total of all Losses incurred by any Buyer Indemnitee with respect thereto exceeds three million dollars ($3,000,000) whereupon the Buyer Indemnitees shall be entitled to indemnification for such Losses but only to the extent that the aggregate cumulative total of such Losses exceeds three million dollars ($3,000,000). Notwithstanding any other provision of this Agreement the total maximum aggregate indemnification for all claims pursuant to Section 11.1.1 (other than with respect to the breach of the representations and warranties contained in Sections 4.4, 5.11, 5.12(e) and 5.13) shall not exceed ten million dollars