Common use of Other Limitations on Indemnification Clause in Contracts

Other Limitations on Indemnification. (a) No Party shall have any liability pursuant to Section 7.2(a) or Section 7.3(a) above with respect to any breach of any representation or warranty (other than any Fundamental Representation) unless and until the aggregate amount of all of the Damages to the Buyer Indemnified Parties exceeds $2,000,000 (the “Indemnification Threshold”), in which case the Buyer Indemnified Parties shall be entitled to indemnification only to the extent of the excess over the Indemnification Threshold. There shall be no threshold or deductible with respect to (i) Sellers’ obligations to Buyer pursuant to Section 7.2(a) above with respect to any breach of any Fundamental Representation or pursuant to Section 7.2(b) above or (ii) Buyer’s obligations to Sellers pursuant to Section 7.3(b) or Section 7.3(c).

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Penn Virginia Corp), Purchase and Sale Agreement (American Midstream Partners, LP)

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Other Limitations on Indemnification. (a) No Party Sellers shall not have any liability to the Buyer Indemnified Parties pursuant to Section 7.2(a8.2(a) or Section 7.3(a) above with respect to any breach of any representation or warranty set forth in Section 4.1 (other than any Fundamental Representation) unless and until the aggregate amount of all of the Damages to the Buyer Indemnified Parties exceeds $2,000,000 (the Indemnification Threshold”), in which case the Buyer Indemnified Parties shall be entitled to indemnification only to the extent of the excess over the Indemnification Threshold. There shall be no threshold or deductible with respect to (i) Sellers’ Sellers obligations to Buyer pursuant to Section 7.2(a8.2(a) above with respect to any breach of any Fundamental Representation or pursuant to Section 7.2(b8.2(b) above or (ii) Buyer’s obligations to Sellers pursuant to Section 7.3(b) or Section 7.3(c)8.3.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Penn Virginia Corp)

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Other Limitations on Indemnification. (a) No Party Seller shall not have any liability to the Buyer Indemnified Parties pursuant to Section 7.2(a8.2(a) or Section 7.3(a) above with respect to any breach of any representation or warranty set forth in Section 4.1 (other than any Fundamental Representation) unless and until the aggregate amount of all of the Damages to the Buyer Indemnified Parties exceeds $2,000,000 (the Indemnification Threshold”), in which case the Buyer Indemnified Parties shall be entitled to indemnification only to the extent of the excess over the Indemnification Threshold. There shall be no threshold or deductible with respect to (i) Sellers’ Seller’s obligations to Buyer pursuant to Section 7.2(a8.2(a) above with respect to any breach of any Fundamental Representation Representation, Section 4.1(s), Section 6.4 or pursuant to Section 7.2(bany of Sections 8.2(b) above through 8.2(g) (inclusive) or (ii) Buyer’s obligations to Sellers Seller pursuant to Section 7.3(b) or Section 7.3(c)8.3.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Penn Virginia Corp)

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