Common use of Qualifications and Limitations Clause in Contracts

Qualifications and Limitations. Notwithstanding any provision contained in this Agreement to the contrary, the Indemnitor’s obligations to indemnify the Claimant pursuant to Section 10.2 or 10.3 shall be subject to the following qualifications and limitations: (a) In the determination of whether a breach has occurred with respect to any representation or warranty contained in Section 3 or Section 4 of this Agreement for purposes of the exercise by Buyer or Seller, as the case may be, of its indemnity rights under Section 10.2(a) or 10.3(a) hereof, any exception for “Material Adverse Effect” and any qualification by “in all material respects” in any representation or warranty shall be disregarded as if such representation or warranty did not contain such exception or qualification, and the phrase “material breach” or “material default” in any representation or warranty shall be read as if the word “material” were not present therein. (b) All of Buyer’s or Seller’s Losses sought to be recovered under Section 10.2 or 10.3 hereof shall be net of (i) any insurance proceeds received by Buyer or Seller as Claimant, as the case may be, with respect to the events giving rise to such Losses, and (ii) any tax benefits received by such Claimant in connection with such events. (c) Following the Closing Date, except for claims based on fraud, the sole and exclusive remedy for either Party for any claim arising out of a breach of any representation, warranty, covenant or other agreement herein shall be a claim for indemnification pursuant to this Section 10.

Qualifications and Limitations. Notwithstanding any provision contained in this Agreement to the contrary, the Indemnitor’s obligations to indemnify the Claimant pursuant to Section 10.2 or 10.3 shall be subject to the following qualifications and limitations: (a) In the determination of whether a breach has occurred with respect to any representation or warranty contained in Section 3 or Section 4 of this Agreement for purposes of the exercise by Buyer or Seller, as the case may be, of its indemnity rights under Section 10.2(a) or Section 10.3(a) hereof, any exception for “Material Adverse Effectmaterial adverse effect” and any qualification by “in all material respects” or “material” in any representation or warranty shall be disregarded as if such representation or warranty did not contain such exception or qualification, and the phrase “material breach” or “material default” in any representation or warranty shall be read as if the word “material” were not present therein. (b) No indemnification shall be required to be made by Seller or Buyer, as Indemnitor, under Section 10.2(a) for a breach of Seller’s representations and warranties hereunder (other than with respect to the representations and warranties set forth in 3.4 (first sentence only) and 3.19) or under Section 10.3(a) for a breach of Buyer’s representations and warranties hereunder, respectively, until the aggregate amount of Losses of Buyer or Seller as Claimant, as applicable, exceeds Twenty Thousand Dollars ($20,000), and then, only with respect to the amount of such Losses in excess of Twenty Thousand Dollars ($20,000). (c) In no event shall either Buyer as Claimant under Section 10.2(a) for a breach of Seller’s representations and warranties hereunder (other than with respect to the representations and warranties set forth in 3.4 (first sentence only) and 3.19) or Seller as Claimant under Section 10.3(a) for a breach of Buyer’s representations and warranties hereunder have any right to indemnity exceeding, in the aggregate, the amount of Eight Hundred Thousand Dollars ($800,000). (d) All of Buyer’s or Seller’s Losses sought to be recovered under Section 10.2 or 10.3 hereof shall be net of (i) any insurance proceeds actually received by Buyer or Seller as Claimant, as the case may be, be with respect to the events giving rise to such Losses. Each Party shall prosecute, or cause its appropriate Affiliate to prosecute, diligently and (ii) in good faith any tax benefits received by claim for Losses with any applicable insurer. If a Claimant or any of its Affiliates actually recovers from insurers or other third parties any payments in respect of a matter for which such Claimant has been indemnified pursuant to Section 10.2 or Section 10.3, such Claimant shall promptly pay over to the Indemnitor the amount so recovered (net of any expenses incurred by it in connection with procuring such eventsrecovery), but not in excess of the amount previously paid by the Indemnitor to or on behalf of the Claimant in respect of such matter. (ce) The indemnification rights provided herein shall extend to the shareholders, members, directors, officers, employees, representatives, and successors and permitted assigns of any Claimant although for the purpose of the procedures set forth in Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant. (f) Following the Closing Date, except for claims based on fraudClosing, the sole and exclusive remedy for either Party for any claim arising out of a breach of any representation, warranty, covenant or other agreement herein under this Agreement shall be a claim for indemnification pursuant to this Section 1010 (other than with respect to fraud or intentional misrepresentation, and other than a Party’s right to seek specific performance or other equitable remedies). (g) Notwithstanding any other terms hereof, the liability of ACME and ACME Licenses under this Agreement shall be joint and several.

Qualifications and Limitations. Notwithstanding any provision contained in this Agreement to the contrary, the Indemnitor’s obligations to indemnify the Claimant pursuant to Section 10.2 or 10.3 shall be subject to the following qualifications and limitations: (a) In the determination of whether a breach has occurred with respect to any representation or warranty contained in Section 3 or Section 4 of this Agreement for purposes of the exercise by Buyer or Seller, as the case may be, of its indemnity rights under Section 10.2(a) or 10.3(a) hereof, any exception for “Material Adverse Effect” and any qualification by “in all material respects” in any representation or warranty shall be disregarded as if such representation or warranty did not contain such exception or qualification, and the phrase “material breach” or “material default” in any representation or warranty shall be read as if the word “material” were not present therein. (b) All of Buyer’s or Seller’s Losses sought No indemnification shall be required to be recovered under Section 10.2 made by Seller or 10.3 hereof shall be net of (i) any insurance proceeds received by Buyer or Seller Buyer, as ClaimantIndemnitor, as the case may be, with respect to under Section 10.2(a) or 10.3(a), until the events giving rise to aggregate amount of Losses of Buyer or Seller as Claimant exceeds $50,000, at which point the Indemnitor shall be responsible for the full amount of such Losses, and (ii) any tax benefits received by such Claimant in connection with such events. (c) Following the Closing Date, except for claims based on fraudfraud or Losses arising out of, resulting from or relating to circumstances described in Section 10.2(c), the sole and exclusive remedy for either Party for any claim based upon, relating to or arising out of a breach of any representation, warranty, covenant this Agreement or other agreement herein the transactions contemplated hereby shall be a claim for indemnification pursuant to this Section 10. (d) The maximum aggregate liability of Seller to the Buyer Indemnified Parties pursuant to this Section 10 shall be an amount equal to the Indemnity Fund. (e) The amount of Losses payable pursuant to this Section 10 shall be reduced by any insurance proceeds or other reimbursement arrangements actually recovered by a Claimant and by the amount of any tax benefit actually recognized by a Claimant arising from the incurrence or payment of any such Losses in the year in which such Losses are incurred or paid.

Qualifications and Limitations. Notwithstanding any provision contained in this Agreement to the contrary, the Indemnitor’s obligations to indemnify the Claimant pursuant to Section 10.2 or 10.3 shall be subject to the following qualifications and limitations: (a) In the determination of whether a breach has occurred with respect to any representation or warranty contained in Section 3 or Section 4 of this Agreement for purposes of the exercise by Buyer or Seller, as the case may be, of its indemnity rights under Section 10.2(a) or 10.3(a) hereof, any exception for “Material Adverse Effect” and any qualification by “in all material respects” in any representation or warranty shall be disregarded as if such representation or warranty did not contain such exception or qualification, and the phrase “material breach” or “material default” in any representation or warranty shall be read as if the word “material” were not present therein. (b) No indemnification shall be required to be made by Seller or Buyer, as Indemnitor, as the case may be, under Section 10.2(a) or 10.3(a) hereof, until the aggregate amount of Losses of Buyer or Seller as Claimant exceeds $100,000, and then, only with respect to the amount of such Losses in excess of $25,000. (c) In no event shall Buyer, as Claimant under Section 10.2(a), have any right to indemnity exceeding, in the aggregate, the amount of the Indemnity Fund, plus the amount of all interest or other earnings thereon. (d) All of Buyer’s or Seller’s Losses sought to be recovered under Section 10.2 or 10.3 hereof shall be net of (i) any insurance proceeds received by Buyer or Seller as Claimant, as the case may be, with respect to the events giving rise to such Losses, and (ii) any tax benefits received by such Claimant in connection with such events. (ce) Following the Closing Date, except for claims based on fraud, the sole and exclusive remedy for either Party for any claim arising out of a breach of any representation, warranty, covenant or other agreement herein shall be a claim for indemnification pursuant to this Section 10.