Monetary Limitations on Indemnification. (i) Partner Company Stockholder shall not be obligated hereunder to indemnify any Founder Indemnified Parties with respect to any Indemnifiable Damages as to which such persons are otherwise entitled to indemnification under this Agreement based on a breach of a representation or warranty unless and until the aggregate amount of Indemnifiable Damages exceeds an amount equal to the Basket Amount.
(ii) Notwithstanding anything in this Agreement to the contrary, (x) the maximum aggregate obligation of Partner Company Stockholder pursuant to Section 10.2(a)(i) shall not exceed an amount equal to thirty percent (30%) of the Agreed Value received by Partner Company Stockholder at the Closing; provided that such limitations shall not apply to the representations and warranties set forth in Section 4.25.
(iii) The liability of either Partner Company Stockholder or Founder under this Section 10.2: (x) be offset dollar for dollar by any recovery actually made by Founder Indemnified Parties or Partner Company Stockholder 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); (y) 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 and (z) Founder shall keep in full force and effect policies of insurance equivalent to those maintained by Partner Company prior to Closing in accordance with Section 6.9, and Founder shall look first to such insurance for satisfaction of any claim (and the issuers of such insurance shall have waived all rights of subrogation against Partner Company and Partner Company Stockholder). 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. (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. Lxxx 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 Lxxx 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, Lxxx shall indemnify Buyer and its Affiliates for all of such Losses without regard to the Basket Amount; provided, further, that in no event shall Lxxx 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 Lxxx 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 Lxxx 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. Neither Seller nor Xxxxxx shall 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 and Xxxxxx 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 and Xxxxxx'x 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 2.9(a). --------------
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 Thomxx xxx der Heydxx, (xi) 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 Thomxx xxx der Heydxx xx 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. 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 8.1, or (subject to Section 8.2) otherwise, for breach of representations and warranties made hereunder in respect of any Loss incurred by an Indemnitee until the aggregate cumulative total of all such Losses incurred by the Indemnitee exceeds $50,000, whereupon the Indemnitee shall be entitled to indemnification under such Section 8.1 for the entire cumulative amount of such Losses including such $50,000; provided, however, that the Indemnifying Party shall have no obligation to indemnify the Indemnitee under Section 8.1 for Losses in excess of an aggregate cumulative liability in respect of such claims under Section 8.1 equal to the Cash Purchase Price.
Monetary Limitations on Indemnification. Sellers shall not be obligated under this Agreement 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 Section 9.2(a)(ii) and (iii) unless and until the aggregate amount of indemnification so asserted exceeds the Basket Amount, and thereafter Buyer shall be entitled to indemnity from Sellers under this Agreement only with respect to any amounts in excess of the Basket Amount. Each Seller's obligation to indemnify Buyer pursuant to this Article 9 shall be limited to Twenty-four Million Seven Hundred Sixty-six Thousand and Six Hundred Eighty-five and 79/100 Dollars ($24,766,685.79). Buyer's obligation to indemnify Sellers pursuant to Section 9.2(b)(ii) shall be subject to the same limitation based on the Basket Amount, and claims of individual Sellers shall be aggregated for purposes of determining whether the Basket Amount has been exceeded. No losses shall be asserted with respect to any matter which is covered by insurance to the extent that proceeds of such insurance are received. Each Seller is individually liable for one hundred percent of the Indemnifiable Damages relating to any breach of its own representations, warranties and covenants, and is liable for one-sixth of the Indemnifiable Damages relating to any breach of any representations, warranties and covenants of GSHS and of the matters set forth in clauses (iii) through (v) of Section 9.2(a).
Monetary Limitations on Indemnification. Indemnifying Parties shall not have any obligation to indemnify an Indemnitee under Section 12.1.1 unless the aggregate cumulative total of all Losses incurred by the Indemnitee (deeming all Sellers as a single Indemnitee for purposes of this Section 12.3) exceeds $250,000, whereupon such Indemnitee shall be entitled to indemnification for such Losses but only to the extent that the aggregate cumulative total of such Losses exceeds $250,000. Notwithstanding any other provision of this Agreement the total maximum aggregate indemnification for all claims pursuant to Section 12.1.1 or 12.2 (other than claims described in clauses (ii) and (iii) of Section 12.2) as the case may be, shall not exceed $2,000,000 for all Sellers as a group; provided, however, that, in addition to the foregoing aggregate limit, each Seller's aggregate obligation under this Section 12 shall in no event exceed such Seller's Percentage of the Cash Consideration.
