Threshold and Limitations. (a) The Indemnified Parties shall not be entitled to receive any indemnification payment with respect to any Indemnity Claim under Section 8.2(1)(a) until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 (the “Threshold”); provided, however, that once the aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold.
(b) Subject to Section 8.3(e): (i) the indemnification remedy provided by this Article VIII shall be the sole monetary remedy for any alleged breach of the representations, warranties or covenants made by the Company hereunder; (ii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 shall be limited to the Holdback Amount, and the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited to $36,500,000.
(c) No Non-Dissenting Holder shall have, nor shall any Non-Dissenting Holder exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this Agreement.
(d) The Parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any of the rights of the Surviving Corporation as an Indemnified Party) Acquiror shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to comply.
(e) Nothing contained in this Agreement sh...
Threshold and Limitations. (i) No Parent Group member shall be entitled to receive any indemnification payment with respect to any claim for indemnification under this Article 7 ("CLAIMS") until the aggregate Damages for which the Parent Group would otherwise be entitled to receive indemnification exceeds $350,000 ("THRESHOLD"). Once such aggregate Loss exceeds the Threshold, the Parent Group, shall be entitled to indemnification for the aggregate amount of all Damages, regardless of the Threshold. Notwithstanding the foregoing, Parent shall be entitled to indemnification for all Damages based upon a claim of fraud or any breach of the representations contained in Sections 2.2, 2.3, 2.4, 2.8, 3.3 and 3A.2, and any indemnification provided for by Sections 7.1(c), 7.1(d) and 7.1(e) without regard to the Threshold.
(ii) Except as provided below for Damages based upon a claim of fraud or any breach of the representations contained in Sections 2.2, 2.3, 2.4, 2.8, 3.3 or 3A.2, and any indemnification provided for by Sections 7.1(c), 7.1(d) and 7.1(e), (A) the aggregate liability of all Company Stockholders under this Article 7 (other than pursuant to Section 7.1(d)), shall be limited to the value of the Indemnification Escrow, for which purpose, any shares of Parent Common Stock deposited in escrow shall be valued at $2.80 per share, as subject to adjustment for stock splits, stock dividends and the like (the "ESCROW VALUE"), (B) the aggregate liability of Parent and the Merger Subs under this Article 7, shall be limited to the amount of the Escrow Value, and (C) the liability of any Company Stockholder shall be limited to the amount of the Escrow Value originally deposited in escrow for his or its account. With respect to any Claim based on a claim of fraud, any breach of the representations contained in Sections 2.2, 2.3, 2.4, 2.8, 3.3 or -71- 3A.2, and any indemnification provided for by Sections 7.1(c), the liability of each Company Stockholder shall be up to the amount of the Merger Consideration actually received by such Company Stockholder; with respect to any Claim based on the indemnification provided for by Section 7.1(d), the aggregate liability of the Company Stockholders shall be limited to the value of the Indemnification Escrow plus the Working Capital Escrow; and with respect to any Claim based on the indemnification provided for by Section 7.1(e) the aggregate liability of the Company Stockholders shall be limited to the value of the Indemnification Escrow plus $250,000; ...
Threshold and Limitations. 50 10.5 Procedure......................................................................... 51 10.6 Remedies; Specific Performance.................................................... 54 10.7
Threshold and Limitations. (a) No Indemnified Party shall be entitled to receive any indemnification payment with respect to any claims for indemnification under this Article VIII ("Claims") until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification exceed $100,000 (the "Threshold"); provided, however, that once such aggregate Losses exceed the Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses without regard to the Threshold; and provided further, that the Indemnified Parties shall be entitled to indemnification for all Losses based on fraud or arising in connection with Section 9.2 (Expenses).
(i) The obligation of the shareholders to indemnify Amazxx.xxx xxx the other Indemnified Parties under Section 8.2 shall be Amazxx.xxx'x xole and exclusive remedy under this Agreement against the shareholders.
(ii) The indemnity obligations of the shareholders with respect to Losses (other than Losses based upon a claim of fraud or arising in connection with Section 2.14 (Intellectual Property) or Section 9.2) ("Section 8.3(b)(ii) Losses")shall be limited to $25,000,000 in the aggregate (as determined in accordance with Section
Threshold and Limitations. 64 8.4 Claim Settlements................................................. 65 8.5
Threshold and Limitations. The rights of parties to seek indemnification under this Section 8 are subject to the following limitations:
(i) The Indemnified Parties, whether they are claiming under Section 8.2(i) or Section 8.2(ii), shall be not be entitled to receive any indemnification payment with respect to any claims for indemnification under this Section 8 ("Claims") until the aggregate Losses
Threshold and Limitations. (a) The Purchaser shall not be entitled to recover for any Loss for or arising out of any breach of the representations, warranties or covenants of HondaSub or Honda in this Agreement or any Transaction Document (the “Purchaser Claims”) unless, and only to the extent that, the aggregate Purchaser Claims exceed US$100,000 (the “Threshold”). Notwithstanding the foregoing, the Purchaser shall be entitled to recover for any Purchaser Claim based upon a Claim of fraud, willful concealment or willful misleading or any breach of the Specified Representations and Warranties, without regard to the Threshold.
(b) Except for Purchaser Claims based upon a Claim of fraud, willful concealment or willful misleading or any breach of the Specified Representations and Warranties or a breach of Section 6.2(1), the total liability of HondaSub and Honda collectively under this Agreement and all Transaction Documents shall not exceed: (a) the amount of US$3,000,000 in the aggregate for Purchaser Claims for which the Purchaser has given written notice to HondaSub within a period of six (6) months after the Closing Date; and (b) the amount of US$1,000,000 in the aggregate for Purchaser Claims for which the Purchaser has given written notice to HondaSub after such six-month period (subject to Section 5.3), provided that for greater certainty in no event shall the total liability of HondaSub and Honda collectively under this Agreement and all Transaction Documents (other than for Purchaser Claims based upon a Claim of fraud, willful concealment or willful misleading or any breach of the Specified Representations and Warranties) exceed US$3,000,000 in the aggregate. In no event shall the total liability of HondaSub and Honda collectively for all Purchaser Claims under this Agreement and all Transaction Documents exceed in the aggregate the aggregate of the cash amount paid by the Purchaser under this Agreement and the FM APA.
Threshold and Limitations. The rights of parties to seek indemnification under this Article IX are subject to the following limitations:
(a) The Claimant shall not be entitled to receive any indemnification payment with respect to any Claims, other than Claims arising under Sections 3.1.2, 3.1.7, 3.1.8, 3.2.2, 3.2.7, 3.2.8, 4.2, 4.7, 4.8 or 4.10 of this Agreement, until the aggregate Losses for which such Claimant would be otherwise entitled to receive indemnification exceed $3,000,000 (the "Threshold"). Once such aggregate Losses exceed the Threshold for either party, the Claimant shall be entitled to indemnification for the amount of all Losses which exceed the Threshold.
(b) No Claim may be asserted by any party unless a notice with respect to such Claim is given to the Indemnifying Party no later than 5 days after the expiration of any Survival Period applicable to such Claim.
Threshold and Limitations. The rights of LSAT Inc. and Liberty AEG to seek indemnification under this Article IX are subject to the following limitations:
(a) The Claimant shall not be entitled to receive any indemnification payment with respect to any Claims, other than Claims arising under Sections 3.2, 3.6, 3.7, 4.2, 4.8 or 4.10 of this Agreement, until the aggregate Losses for which such Claimant would be otherwise entitled to receive indemnification exceed $5,000,000 (the "Threshold"). Once such aggregate Losses exceed the Threshold for either LSAT Inc. or Liberty AEG, the Claimant shall be entitled to indemnification for the amount of all Losses which exceed the Threshold.
(b) No Claim may be asserted by LSAT Inc. or Liberty AEG unless a notice with respect to such Claim is given to the Indemnifying Party no later than 5 days after the expiration of any Survival Period applicable to such Claim.
Threshold and Limitations. Procedure for Indemnification Claims and Claims Against Escrow Consideration............43 8.6
