No Limitation on Certain Claims. Notwithstanding anything herein to the contrary, Buyer Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from the first dollar, (ii) shall not be subject to the Threshold or Claim Threshold and (iii) shall not be subject to the Cap with respect to:
No Limitation on Certain Claims. Notwithstanding anything in this Agreement to the contrary, subject to the Sellers’ Cap, Buyer shall be entitled to dollar-for-dollar indemnification from the first dollar and shall not be subject to Sellers’ Basket, or any limit on Damages, or any limitation as to time in seeking indemnification (except that claims for breach pursuant to Section 2.16 shall be limited as to time as set forth in Section 6.4(a)), with respect to Damages under:
No Limitation on Certain Claims. Subject to the exceptions set forth in Section 9.2(e) below, notwithstanding anything herein to the contrary, Buyer Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from the first dollar, (ii) shall not be subject to the Threshold Amount, and (iii) shall not be subject to the Maximum Indemnification in seeking indemnification from the Stockholders with respect to any of the following:
No Limitation on Certain Claims. Notwithstanding anything in this Agreement to the contrary, the Buyer shall be entitled to dollar-for-dollar indemnification from the first dollar and shall not be subject to the Parent Basket, or any limit on Damages (other than the Indemnification Cap), with respect to Damages under:
No Limitation on Certain Claims. Notwithstanding anything herein to the contrary, Seller Indemnified Parties shall be entitled to dollar-for-dollar indemnification from the first dollar and shall not be subject to the Indemnity Cap Amount or any limitation as to time (other than applicable legal statutes of limitation) in seeking indemnification from the Buyer or Newco with respect to any of the following:
No Limitation on Certain Claims. Notwithstanding anything herein to the contrary, (i) Buyer Indemnified Parties shall be entitled to dollar-for-dollar indemnification from the first dollar and shall not be subject to the Basket, or the Representation, Warranty and Covenant Cap, or any limitation (other than as provided by law) as to time in seeking indemnification with respect to Losses described in or arising under Sections 13.1(a), (d), (e), (f), or (g), and (ii) Buyer Indemnified Parties shall be entitled to indemnification and shall not be subject to any limitation (other than as provided by law) as to time in seeking indemnification with respect to Losses described in or arising under Section 13.1(c). In the event that any Buyer Indemnified Party sustains, incurs or is finally determined to have sustained or incurred any Loss for which it is entitled to indemnification under this Section 13, in addition to all other rights or remedies that Buyer may have, such Buyer Indemnified Party shall be entitled to claim against any payment due to any Buyer Indemnified Party in accordance with the terms of Section 13.7.
No Limitation on Certain Claims. Notwithstanding anything herein to the contrary, the Parent shall be entitled to dollar-for-dollar indemnification from the first dollar and shall not be subject to the Buyer Basket, or any limit on Damages (other than the Indemnification Cap), with respect to Damages under:
No Limitation on Certain Claims. The Threshold Provisions of Subsection 8.2.3(a) herein shall not apply with respect to any claims for breach of the representations and warranties of the Company contained in Section 3.16 (Permits; Compliance; Reports; Clearances); Section 3.17 (Environmental Protection), or Section 3.21 (Tax Matters) herein, and UOP shall be entitled to full and complete indemnification for such breach or default from any losses arising therefrom, including, without limitation, from any actual and reasonably foreseeable consequential damages sustained thereby but not in excess of the Purchase Price.
No Limitation on Certain Claims. Notwithstanding anything herein to the contrary, Buyer Indemnified Damages arising out of or resulting from (i) any inaccuracy or breach of Sections 2.3, 2.8, 2.20, 2.35, or 3.1; (ii) fraud or intentional misrepresentation by the Company, GTC or the Stockholder; or (iii) a deliberate or willful breach by the Company, GTC or the Stockholder of any of their representations or warranties under this Agreement or in any schedule, document or certificate delivered in connection with this Agreement, shall not be subject to the Basket Amount or the Maximum Amount and, notwithstanding the provisions of Section 10 hereof, shall survive the Closing indefinitely.
No Limitation on Certain Claims. Notwithstanding anything herein to the contrary, Stockholder Indemnified Damages arising out of or resulting from (i) fraud or intentional misrepresentation by Buyer; or (ii) a deliberate or willful breach by Buyer of any of its representations or warranties under this Agreement or in any schedule, document or certificate delivered in connection with this Agreement, shall not be subject to the Basket Amount or the Maximum Amount and, notwithstanding the provisions of Section 10, shall survive the Closing indefinitely.
