Purchaser Indemnification Limits Clause Samples

Purchaser Indemnification Limits. Survival. Purchaser shall not be entitled to any indemnification from Seller under Section 8.1(a) or Section 8.1(b) unless and until the aggregate amount of indemnifiable claims of Purchaser under this Agreement exceeds Seventy-Five Thousand and No/100 U.S. Dollars ($45,000) (the “Seller Threshold”), at which point Seller shall be liable for all indemnifiable claims of Purchaser under Section 8.1(a) and Section 8.1(b). The parties agree that the Holdback Amount shall, subject to the terms and conditions of the Post-Closing Escrow Agreement, be the sole source of recovery for claims for indemnification pursuant to indemnification under Section 8.1(a) and Section 8.1(b) (the “Indemnification Cap”); provided, however, that neither the Seller Threshold nor the Indemnification Cap shall apply in the case of: (i) fraud on the part of Seller; (ii) any claims arising under Section 8.1(a) with respect to the representations and warranties contained in Section 6.1, Section 6.3, Section 6.20 or Section 6.27 (which shall be limited to the Purchase Price); or (iii) any claims arising under Section 8.1(c), Section 8.1(d) or Section 8.1(e) (which shall be limited to the Purchase Price). All of Seller’s representations and warranties under this Agreement shall survive for a period of twelve (12) months following the Closing Date. Purchaser’s right to make any claim for indemnification against Seller under Section 8.1(a), Section 8.1(b) and Section 8.1(d) shall expire at the end of the twelfth (12th) month following the Closing; provided, however, that any claim for which Purchaser has given written notice prior to expiration of such twelve (12) month anniversary shall survive until finally adjudicated; and further provided that Purchaser’s right to make any claim for indemnification pursuant to Section 8.1(c) or Section 8.1(f) shall survive only for the applicable statute of limitations for the making of such claim with respect to any such Excluded Liability or under the ECI Purchase Agreement or the Pennsylvania Place PSA, as applicable (or, if shorter, the period under which claims can be made by the party making such claim under the applicable contract to the extent such limitations are enforceable in accordance with their terms) and any claim for indemnification pursuant to Section 8.1(e) shall survive only for the applicable statute of limitations period for collection of the applicable tax.