Common use of Monetary Limitations on Indemnification Clause in Contracts

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 shall: (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); and (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. 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. (iv) In lieu of paying all or any portion of any amounts owed by Partner Company Stockholder to Founder in connection with the indemnification obligations set forth in Section 10.2(a)(i), Partner Company Stockholder may elect to transfer to Founder, and Founder shall accept the transfer of, shares of Founder Stock. In the event of such election, the amount of Partner Company Stockholder’s liability to Founder shall be reduced by an amount equal to (x) the number of shares of Founder Stock transferred by Partner Company Stockholder to Founder multiplied by (y) the average of the daily volume-weighted average prices of the Founder Stock on the New York Stock Exchange for the twenty consecutive trading days prior to and including the second trading day prior to the effective time of such transfer.

Monetary Limitations on Indemnification. (i) The 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 each 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 such 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 a Partner Company Stockholder or Founder under this Section 10.2 shall10.2: (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); and (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. 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. (iv) In lieu of paying all or any portion of any amounts owed by a Partner Company Stockholder to Founder in connection with the indemnification obligations set forth in Section 10.2(a)(i), a Partner Company Stockholder may elect to transfer to Founder, and Founder shall accept the transfer of, shares of Founder Stock. In the event of such election, the amount of a Partner Company Stockholder’s liability to Founder shall be reduced by an amount equal to (x) the number of shares of Founder Stock transferred by such Partner Company Stockholder to Founder multiplied by (y) the average market value of the daily volume-weighted average prices such shares of the Founder Stock on the New York Stock Exchange for the twenty consecutive trading days prior to and including the second trading day prior to at the effective time of such transfer.

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 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 shall10.2: (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); and (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. 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. (iv) In lieu of paying all or any portion of any amounts owed by Partner Company Stockholder to Founder in connection with the indemnification obligations set forth in Section 10.2(a)(i), Partner Company Stockholder may elect to transfer to Founder, and Founder shall accept the transfer of, shares of Founder Stock. In the event of such election, the amount of Partner Company Stockholder’s liability to Founder shall be reduced by an amount equal to (x) the number of shares of Founder Stock transferred by Partner Company Stockholder to Founder multiplied by (y) the average market value of the daily volume-weighted average prices such shares of the Founder Stock on the New York Stock Exchange for the twenty consecutive trading days prior to and including the second trading day prior to at the effective time of such transfer.

Monetary Limitations on Indemnification. (i) Partner Company Stockholder and Partner Company 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 and Partner Company 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 and Partner Company, on the one hand, or Founder Founder, on the other hand, under this Section 10.2 shall: (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); and (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, in the next succeeding year or any prior year. 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. (iv) In lieu of paying all or any portion of any amounts owed by Partner Company Stockholder to Founder in connection with the indemnification obligations set forth in Section 10.2(a)(i), Partner Company Stockholder may elect to transfer to Founder, and Founder shall accept the transfer of, shares of Founder Stock. In the event of such election, the amount of Partner Company StockholderCompany’s liability to Founder shall be reduced by an amount equal to (x) the number of shares of Founder Stock transferred by Partner Company Stockholder to Founder multiplied by (y) the average of the daily volume-weighted average prices of the Founder Stock on the New York Stock Exchange for the twenty consecutive trading days prior to and including the second trading day prior to the effective time of such transfer.

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 shall10.2: (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); and (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 incurredincurred 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. (iv) In lieu of paying all or any portion of any amounts owed by Partner Company Stockholder to Founder in connection with the indemnification obligations set forth in Section 10.2(a)(i), Partner Company Stockholder may elect to transfer to Founder, and Founder shall accept the transfer of, shares of Founder Stock. In the event of such election, the amount of Partner Company Stockholder’s liability to Founder shall be reduced by an amount equal to (x) the number of shares of Founder Stock transferred by Partner Company Stockholder to Founder multiplied by (y) the average of the daily volume-weighted average prices of the Founder Stock on the New York Stock Exchange for the twenty consecutive trading days prior to and including the second trading day prior to the effective time of such transfer.