Limitations on Amount. (a) Xx. Xxxxxx and Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller.
(b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer.
(c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified.
(d) [Reserved]
(e) [Reserved]
(f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received ...
Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided...
Limitations on Amount. Buyer will have liability (for indemnification or otherwise) with respect to claims under Section 11 only for an amount equal to the amount of the Purchase Price paid by Buyer as of the date that the claim for indemnification is made.
Limitations on Amount. BUYER Buyer will have no liability (for indemnification or otherwise) with respect to claims under Section 6.4(a) until the total of all Damages with respect to such matters exceeds $25,000.00 and then only for the amount by which such Damages exceed $25,000.00. However, this Section 6.6 will not apply to claims under Section 6.4(b) through (e) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.
Limitations on Amount. (a) Except as provided in subparagraph (b) below, neither Ashford Trust OP nor Ashford Trust TRS shall have any liability under Section 8.1 for any Losses hereunder (i) unless and until the aggregate total amount of all such Losses for which Ashford Trust OP or Ashford Trust TRS would, but for this provision, be liable exceeds, on a cumulative basis, one percent (1%) of the aggregate of the Property Purchase Price and the TRS Purchase Price on the Closing Date, and then only to the extent of such excess, (ii) in excess of, on a cumulative basis, five percent (5%) of the aggregate of the Property Purchase Price and the TRS Purchase Price.
(b) The limitations set forth in Section 8.6(a) above shall not apply to any Losses resulting from Claims made under Section 8.1(c).
Limitations on Amount the Acquiror. No Company Indemnified Party shall be entitled to indemnification pursuant to Section 11.3, unless and until the aggregate amount of Damages to all Company Indemnified Parties with respect to such matters under Section 11.4 exceeds US $100,000, at which time, the Company Indemnified Parties shall be entitled to indemnification for the total amount of such Damages in excess of US $100,000.
Limitations on Amount. (a) ACN will have no liability to indemnify any NetRatings Indemnified Person for any Damages under Section 8.2 except and to the extent that the total of all Damages incurred by NetRatings Indemnified Persons thereunder exceeds $375,000. Notwithstanding anything to the contrary herein, in no event shall ACN be obligated to indemnify the NetRatings Indemnified Persons, together, for Damages under clause (i) of Section 8.2 exceeding $13,750,000 in the aggregate.
(b) NetRatings will have no liability to indemnify any Company Indemnified Person for any Damages under clause (i) of the first sentence of Section 8.3 (other than a claim for indemnification based upon a breach of or default under Sections 5.16 or 5.17) except and to the extent that the total of all Damages incurred by Company Indemnified Persons thereunder exceeds $375,000. Notwithstanding anything to the contrary herein, in no event shall NetRatings be obligated to indemnify the Company Indemnified Persons, together, for Damages under clause (i) the first sentence of Section 8.3 (other than in connection with claims for indemnification based upon a breach of or default under Sections 5.16 or 5.17) exceeding $13,750,000 in the aggregate.
Limitations on Amount. 47 11.7 Procedure for Indemnification--Third-Party Claims......................... 48 11.8 Procedure for Indemnification--Other Claims............................... 49 11.9
Limitations on Amount. None of InterCept, Merger Sub or the --------------------- Shareholders will have liability (for indemnification or otherwise) with respect to the matters described in clause 9.2(a) or 9.2(b) or for any other matter unless and until the total of all damages with respect to such matters exceeds $25,000. However, this provision in Section 9.3(c) will not apply to any breach of any of the representations and warranties of either Company, the Shareholders, InterCept or the Merger Sub where said party had knowledge at any time prior to the date on which such representation or warranty is made that the representation or warranty was not accurate. Further, the provisions of this Section 9.3(c) will not apply to an intentional breach by any party of any covenant or obligation.
Limitations on Amount. Except as otherwise provided in Section 11.5, Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.2(a), (b) and (d) until the total of all Damages with respect to such matters exceeds Four Hundred Thousand Dollars ($400,000), and then only for the amount by which such Damages exceed Four Hundred Thousand Dollars ($400,000). Notwithstanding the foregoing, Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.4(e) until the total of all Damages with respect to such matters exceeds Two Hundred Fifty Thousand Dollars ($250,000), and only the amount by which such Damages exceed Two Hundred Fifty Thousand Dollars ($250,000). The maximum liability of Sellers in aggregate under this Article 10 and Section 11.5 for any and all Damages, regardless of when suffered, shall be Twenty-Five Million Dollars ($25,000,000); provided, however, that (a) the maximum liability of Sellers pursuant to Sections 10.2(a) arising out of Section 3.17, 10.2(c) and 11.5 relating to the Group’s Facility located in New York, other than with respect to third party personal claims for personal injury or property damage, shall be Ten Million Dollars ($10,000,000), all of which shall be counted against the maximum liability of Twenty-Five Million Dollars ($25,000,000), and (b) no restriction shall apply in cases of fraud or intentional misrepresentation by any of Sellers.
