Common use of Seller Indemnification Limits; Survival Clause in Contracts

Seller Indemnification Limits; Survival. Seller shall not be entitled to any indemnification from Purchaser under Section 8.2(a) or Section 8.2(b) unless and until the aggregate amount of indemnifiable claims of Seller under this Agreement, exceeds Twenty-Five Thousand and No/100 U.S. Dollars ($25,000) (the “Purchaser Threshold”), at which point Purchaser shall be liable for all indemnifiable claims of Seller under Section 8.2(a) and Section 8.2(b). Purchaser’s liability for indemnification under Section 8.2(a) and Section 8.2(b) shall not in any case exceed two percent (2.0%) of the total Purchase Price (the “Purchaser Indemnification Cap”); provided, however, that neither the Purchaser Threshold nor the Purchaser Indemnification Cap shall apply in the case of: (i) fraud on the part of Purchaser; (ii) any claims arising under Section 8.2(a) with respect to the representations and warranties contained in Section 7.1, Section 7.2, and Section 7.6 (which shall be limited to the Purchase Price); or (iii) any claims arising under Section 8.2(c). All of Purchaser’s representations and 40 warranties under this Agreement shall survive for a period of twelve (12) months following the Closing Date provided, however, that any claim for which Seller has given written notice prior to expiration of such twelve (12) month anniversary shall survive until finally adjudicated; and further provided that Seller’s right to make any claim for indemnification pursuant to Section 8.2(c) shall not expire.

Seller Indemnification Limits; Survival. Seller shall not be entitled to any indemnification from Purchaser under Section 8.2(a) or Section 8.2(b) unless and until the aggregate amount of indemnifiable claims of Seller under this Agreement, exceeds TwentySeventy-Five Thousand and No/100 U.S. Dollars ($25,00045,000) (the “Purchaser Threshold”), at which point Purchaser shall be liable for all indemnifiable claims of Seller under Section 8.2(a) and Section 8.2(b). Purchaser’s liability for indemnification under Section 8.2(a) and Section 8.2(b) shall not in any case exceed two and one-half percent (2.02.5%) of the total Purchase Price (the “Purchaser Indemnification Cap”); provided, however, that neither the Purchaser Threshold nor the Purchaser Indemnification Cap shall apply in the case of: (i) fraud on the part of Purchaser; (ii) any claims arising under Section 8.2(a) with respect to the representations and warranties contained in Section 7.1, Section 7.2, and Section 7.6 7.7 (which shall be limited to the Purchase Price); or (iii) any claims arising under Section 8.2(c). All of Purchaser’s representations and 40 warranties under this Agreement shall survive for a period of twelve (12) months following the Closing Date Date; provided, however, that any claim for which Seller has given written notice prior to expiration of such twelve (12) month anniversary shall survive until finally adjudicated; and further provided that Seller’s right to make any claim for indemnification pursuant to Section 8.2(c) shall not expirebe limited by this provision.

Seller Indemnification Limits; Survival. Seller shall not be entitled to any indemnification from Purchaser under Section 8.2(a) or Section 8.2(b) unless and until the aggregate amount of indemnifiable claims of Seller under this Agreement, exceeds Twenty-Five Thousand and No/100 U.S. Dollars ($25,000) (the “Purchaser Threshold”), at which point Purchaser shall be liable for all indemnifiable claims of Seller under Section 8.2(a) and Section 8.2(b). Purchaser’s liability for indemnification under Section 8.2(a) and Section 8.2(b) shall not in any case exceed two five percent (2.05%) of the total Purchase Price (the “Purchaser Indemnification Cap”); provided, however, that neither the Purchaser Threshold nor the Purchaser Indemnification Cap shall apply in the case of: (i) fraud on the part of Purchaser; (ii) any claims arising under Section 8.2(a) with respect to the representations and warranties contained in Section 7.1, Section 7.2, and Section 7.6 (which shall be limited to the Purchase Price); or (iii) any claims arising under Section 8.2(c) or Section 2.3(b). All of Purchaser’s representations and 40 warranties under this Agreement shall survive for a period of twelve twenty-four (1224) months following the Closing Date Date; provided, however, that any claim for which Seller has given written notice prior to expiration of such twelve twenty-four (1224) month anniversary shall survive until finally adjudicated; and further provided that Seller’s right to make any claim for indemnification pursuant to Section 8.2(c) shall not expirebe limited by this provision.

Seller Indemnification Limits; Survival. Seller shall not be entitled to any indemnification from Purchaser under Section 8.2(a) or Section 8.2(b) unless and until the aggregate amount of indemnifiable claims of Seller under this Agreement, exceeds Twenty-Five Fifty Thousand and No/100 U.S. Dollars ($25,000) 50,000), excluding attorneys’ fees and costs (the “Purchaser Threshold”), at which point Purchaser shall be liable for all indemnifiable claims of Seller under Section 8.2(a) and Section 8.2(b). Purchaser’s liability for indemnification under Section 8.2(a) and Section 8.2(b) shall not in any case exceed two percent Three Million and No/100 Dollars (2.0%) of the total Purchase Price $3,000,000.00), excluding attorneys’ fees and costs (the “Purchaser Indemnification Cap”); provided, however, that neither the Purchaser Threshold nor the Purchaser Indemnification Cap shall apply in the case of: (i) fraud on the part of Purchaser; (ii) any claims arising under Section 8.2(a) with respect to the representations and warranties contained in Section 7.1, Section 7.2, and Section 7.6 (Purchaser's liability for which shall be limited to the Purchase Price); or (iii) any claims arising under Section 8.2(c). All of Purchaser’s representations and 40 warranties under this Agreement shall survive for a period of twelve fourteen (1214) months following the Closing Date Date, provided, however, that any claim for which Seller has given written notice prior to expiration of such twelve fourteen (1214) month anniversary shall survive until finally adjudicated; and further provided that SellerPurchaser’s right to make any claim for indemnification pursuant to Section 8.2(c) shall not expire.