Certain Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained herein:
Certain Limitations on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 4), Indemnitee shall not be entitled to indemnification:
Certain Limitations on Indemnification. The indemnification obligations under Sections 7.02 and 7.03 are subject to the following limitations:
Certain Limitations on Indemnification. (a) Notwithstanding the provisions of this Article IX, neither Seller nor Purchaser shall have any indemnification obligations for Losses under Section 9.2(a) or Section 9.3(a), respectively, (i) for any individual item, or group of items arising out of the same or related events, where the Loss relating thereto 87 is less than $25,000 (the “Sub-Basket”) and (ii) unless the aggregate amount of all such Losses (excluding any Losses within the Sub-Basket) in the aggregate exceeds $600,000 (the “Basket”), and then only to the extent of such excess, (iii) for any Losses to the extent the aggregate amount of such Losses exceed $6,000,000 (the “Cap”); provided, however, that (A) in respect of any claim involving Losses resulting from or arising out of a breach of the representations and warranties made pursuant to Section 5.12(c) (Intellectual Property), the Cap shall apply provided that the Cap shall be equal to $12,000,000, (B) in respect of any indemnity claim made pursuant to Section 9.2(a)(v) or Section 9.2(a)(vi) or any Losses resulting from or arising out of a breach of the representations and warranties made pursuant to Section 5.18 (Environmental Matters), the Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (B) shall instead be equal to $6,000,000, (C) in respect of any indemnity claim made pursuant to Section 9.2(a)(vii), the Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (C) shall instead be equal to $250,000, (D) in respect of any claim involving Losses resulting from or arising out of (1) fraud or willful misconduct, (2) a breach of the Seller Fundamental Representations or the Purchaser Fundamental Representations, (3) Taxes or other amounts payable pursuant to Section 10.1 or (4) a breach of the representations and warranties made in clause (a) of Section 5.21 (Sufficiency of Assets), the Sub-Basket, Basket and Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (D) shall instead be equal to the Final Purchase Price, (E) in respect of any indemnity claim made pursuant to Section 9.2(a)(ii) or 9.2(a)(viii), the Sub-Basket, Basket and Cap shall not apply and the maximum Losses for which Seller shall have indemnification obligations for all such matters in this clause...
Certain Limitations on Indemnification. (a) Except as set forth in Section 10.5(b) and (c), notwithstanding the provisions of this Article X, neither Seller nor Purchaser shall have any indemnification obligations for Losses under Sections 10.2 or 10.3, (i) for any individual item, or group of items arising out of or related to the same event or circumstances or series of related events or circumstances, where the Loss relating thereto is less than Five Thousand and no/100 Dollars ($5,000.00), at which point the indemnifying party shall become liable for the entire amount of the Loss, and not just the amount in excess of Five Thousand and no/100 Dollars ($5,000.00) (the “Sub-Basket”) and (ii) unless the aggregate amount of all Losses (following the application of clause (i)) exceeds Ten Thousand Dollars ($10,000.00) (the “Basket”), and then only to the extent of such amounts in excess of the Basket.
Certain Limitations on Indemnification. (a) Notwithstanding the provisions of Articles X and XI and except as otherwise provided herein, (i) neither the Primary Indemnitors nor Purchaser shall have any indemnification obligations for Losses under Section 10.2(a)(i) or (ii), Section 10.3(a)(i) or Article XI, (1) for any individual item, or group of related items which shall include claims by unrelated parties arising out of the same or substantially similar factual allegations (e.g., class action claims) to the extent all Losses with respect to such item or series of related items are less than $50,000 (the “Sub-Basket”) and (2) in respect of each item or series of related items for which all Losses are equal to or greater than the Sub-Basket, unless the aggregate amount of all such Losses exceeds $500,000 (the “Basket”), and then only to the extent of such excess, and (ii) in no event shall the aggregate amounts to be paid by the Primary Indemnitors under this Article X, Section 8.19(b) and Article XI exceed $20,000,000 (the “Cap”); provided, however, that (x) none of the foregoing limitations shall apply to any Losses arising out of, resulting from or related to any breach, inaccuracy or failure to be true of any representation or warranty set forth in Sections 5.1 (Organization), 5.2 (Authorization), 5.4 (Capitalization), 5.5 (Subsidiaries), 6.1 (Organization), 6.2 (Authorization), 6.4 (Ownership), 7.1 (Organization) and 7.2 (Authorization) (the “Cap Exceptions”) and (y) any Losses for which tax indemnification is provided in Article XI shall not be subject to the Sub-Basket.
Certain Limitations on Indemnification. (a) Notwithstanding anything herein to the contrary, Purchaser must give notice to Seller of any Claim in writing in reasonable detail prior to the expiration of the six month anniversary of the Closing Date. Any Claim not made by Purchaser on or prior to that date will be irrevocably and unconditionally released and waived.
Certain Limitations on Indemnification. (a) No amount of Losses shall be payable pursuant to Section 8.2(a)(i) to any Seller Indemnified Party unless the aggregate amount of all Losses that are indemnifiable pursuant to Section 8.2(a)(i) exceeds $2,095,000 (the "Deductible"), upon which the aggregate amount of all Losses in excess of such Deductible shall be recoverable in accordance with the terms hereof. For the avoidance of doubt, the Deductible shall be calculated in the aggregate with respect to all Indemnity Claims by Seller Indemnified Parties pursuant to Section 8.2(a)(i).
Certain Limitations on Indemnification. Each of the parties hereto agrees to take all reasonable steps to mitigate their respective Losses arising from any breach of this Agreement, but the provisions of this Section 6.4 shall not require an Indemnified Party to exhaust any remedies against a third party Indemnitor or insurance prior to making a claim under this Agreement against an Indemnifying Party. If any party receives an insurance payment or a recovery from a third party in respect of its Loss after payment has been made under any indemnification provision of this Agreement in respect of that Loss, the Indemnified Party shall pay to the Indemnifying Party the amount of such insurance payment or third party recovery received by the Indemnified Party (less the Indemnified Party’s reasonable costs incurred to secure such insurance payment or third party recovery) within five (5) business days after such insurance payment or third party recovery is received; provided that, for the avoidance of doubt, Buyer shall not be required to pay over to Seller any tax benefit by virtue of the foregoing provision.
Certain Limitations on Indemnification. Notwithstanding the provisions of this Article X, the Sellers shall not have any indemnification obligations under Article X for Losses of any Purchaser Indemnified Parties, other than Losses described in Section 10.01(c), (d) and (e) unless the aggregate amount of all such Losses exceeds US$25,000 (the “Basket”), and Purchaser shall not have any indemnification obligations under Article X for Losses of any Seller Indemnified Parties, other than Losses described in Section 10.02(d), unless the aggregate amount of all such Losses exceeds the Basket. If the amount of Losses exceeds the Basket, Purchaser Indemnified Parties or Seller Indemnified Parties will be entitled to indemnification in respect of all Losses. URI is not obligated to indemnify any Purchaser Indemnified Party for (i) any Losses arising under Section 10.01(a) that exceed, in the aggregate, $1,000,000 (the “URI R & W Cap”), or (ii) any Losses arising under Section 10.01(b) that exceed, in the aggregate and together with any amounts under the URI R & W Cap, $2,000,000, other than, in either case, Losses arising under Sections 10.01 (c), (d) and (e). Purchaser may offset any amounts owed to it by URI as a result of URI’s indemnification obligations under this Article X against amounts owed to Sellers by Purchaser under the Note. Purchaser is not obligated to indemnify any Seller Indemnified Party for (i) any Losses arising under Section 10.02(a) that exceed, in the aggregate, $1,000,000 (the “Purchaser R & W Cap”), or (ii) any Losses arising under Section 10.02(b) that exceed, in the aggregate and together with any amounts under the Purchaser R & W Cap, $2,000,000, other than Losses arising under Section 10.02(d).
