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.
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. (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).
Monetary Limitations on Indemnification. Xxxx 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 Xxxx 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, Xxxx shall indemnify Buyer and its Affiliates for all of such Losses without regard to the Basket Amount; provided, further, that in no event shall Xxxx 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 breaches 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 Xxxx 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 and (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
Monetary Limitations on Indemnification. (i) 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. Notwithstanding any other provisions of this Agreement but subject to the second, third and fourth sentences of this Section 11.3, the Sellers as Indemnifying Parties shall not have any obligation to indemnify the Buyer Group as Indemnitee under Section
Monetary Limitations on Indemnification. 42 11.6 Time Limitations on Indemnification..............................43
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. 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. The Seller shall not have any liability for indemnification to the Buyer unless the aggregate of all Losses related thereto for which the Seller would, but for this provision, be liable exceeds on an aggregate basis $170,000 (the “Basket Amount”) and then only to the extent of such excess; provided, however, that in no event shall the Seller have an aggregate liability in excess of $2,550,000 (the “Cap”) as a result of any and all breaches of this Agreement, except to the extent of fraud (defined to include, at a minimum, intent to deceive); provided further that if material breach of the representations or warranties or covenants contained in Section 2.14 [Product Liability], Section 2.16 [Environmental Compliance], or Section 5.4 [Product Designs] would cause the Cap to be exceeded, then the Cap shall be increased on account of the resulting liability to an aggregate maximum of $10,000,000, inclusive of all breaches of this Agreement.
