Limitations on Indemnification Obligations. (a) The Purchaser Indemnified Parties shall not be entitled to recover for any Losses unless and until such time as the Losses in the aggregate for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder, including the indemnification for Taxes set forth in Article 7, exceed $250,000 (the "Purchaser Loss Threshold"), at which time the Purchaser Indemnified Parties shall be entitled to recover all such Losses in excess of the amount of the Purchaser Loss Threshold. Except for those Losses which arise out of the indemnification for Taxes under Article 7 or a breach of the representations and warranties contained in Section 2.1 (Organization), Section 2.2 (Subsidiaries), Section 2.4 (Execution and Delivery), Section 2.6 (Capitalization), and Section 2.16 (Tax Matters) or actual fraud, in no event shall the Losses for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder exceed, with respect to any Company Stockholder, an amount equal to $6.0 million, and in any event Losses with respect to the indemnification for Taxes under Article 7 or with respect to breaches of Sections 2.1 (Organization), 2.2 (Subsidiaries), 2.4 (Execution and Delivery), 2.6 (Capitalization) and 2.16 (Tax Matters) of this Agreement and actual fraud shall not exceed with respect to a Company Stockholder such Company Stockholder's Pro Rata Portion of the Common Merger Consideration actually received by such Company Stockholder. Each Loss for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder shall be reduced by (i) the amount of any insurance proceeds which the Purchaser Indemnified Parties recover with respect to such Loss; (ii) any indemnity, contribution or other similar payment which the Purchaser Indemnified Parties receive from any third party with respect to such Loss; and (iii) an amount equal to any net Tax Benefits of the Purchaser Indemnified Parties attributable to such Loss. The liability of any Company Stockholder for damages under this Agreement shall be several and not joint, and any assertion of Losses against any Company Stockholder may only be made pro rata based on such Company Stockholder's Pro Rata Portion and limited to the Common Merger Consideration actually received by such Company Stockholder. If a Tax Benefit attributable to a Loss is realized by the Purchaser Indemnified Parties after the taxable year of payment of the Loss, Purchaser shall pay to each Company Stockholder an amoun...
Limitations on Indemnification Obligations. (a) The amount which any Party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") in respect of Damages or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.
(b) In determining the amount of any indemnity payment under this Agreement, such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnified Party and its Affiliates arising from the incurrence or payment by the Indemnified Party or its Affiliates of any amount in respect of which such payment is made and (ii) increased to take into account any net Tax cost incurred by the Indemnified Party and its Affiliates as a result of the receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnified Party and its Affiliates as recognizing all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of accrual of any payment hereunder. In determining the amount of any such Tax benefit or Tax cost, the Indemnified Party and its Affiliates shall be deemed to be subject to the applicable Taxes at the maximum statutory rate then in effect...
Limitations on Indemnification Obligations. The rights to indemnification pursuant to the provisions of Section 10.2 are subject to the following limitations:
(a) the amount of any and all Losses recoverable pursuant to Section 10.2(a), Section 10.2(b) and Section 10.2(c) shall be determined net of any amounts recovered by the Parent Indemnitees or their Affiliates, or the Member Indemnitees or their Affiliates, as applicable, under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement), including the Tax Matters Agreements (to the extent includable in indemnifiable Losses), with respect to such Losses;
(b) the Parent Indemnitees shall not be entitled to recover in respect of any individual claim pursuant to Section 10.2(a)(i), Section 10.2(a)(ii), Section 10.2(a)(iv)(A), Section 10.2(b)(i) or Section 10.2(b)(ii) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed $50,000; provided, that this Section 10.4(b) shall not apply to any claim for indemnification pursuant to (x) Section 10.2(a)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority) or Section 3.15 (Brokers) or (y) Section 10.2(b)(i) to the extent such claim is based upon a breach of a representation and warranty set forth in Section 4.2 (Authority), Section 4.4 (Title) or Section 4.6 (Brokers);
(c) the Member Indemnitees shall not be entitled to recover in respect of any individual claim pursuant to Section 10.2(c)(i) or Section 10.2(c)(ii) unless the aggregate Losses relating to or arising out of such claim (together with any related claims or other claims which arise from a substantially similar course of conduct or facts) equal or exceed an amount equal to $50,000; provided, that this Section 10.4(c) shall not apply to any claim for indemnification pursuant to (x) Section 10.2(c)(i) to the extent such claim is based upon a breach of the representations and warranties set forth in Section 5.2 (Authority), Section 5.6 (Brokers) or Section 5.10 (New Company);
(d) the Parent Indemnitees shall not be entitled to recover Losses pursuant to Section 10.2(a)(i), Section 10.2(a)(ii) or Section 10.2(a)(iv)(A) until the aggregate amount which the Parent Indemnitees would recover under such sec...
Limitations on Indemnification Obligations. In addition to the limitation set forth in Section 10.02(e) with respect to St. Paul's aggregate liability, the amount which either party hereto (an "INDEMNIFYING PARTY") is or may be required to pay to any other party (an "INDEMNITEE") pursuant to Sections 10.01 and 10.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any Loss and has subsequently actually received Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall promptly pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (I.E., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof.
Limitations on Indemnification Obligations. (a) Novatel shall have no obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) until the aggregate amount of all Losses arising thereunder exceeds $150,000 (such amount, the “Basket”), in which case Novatel, on behalf of Sellers, will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel.
(b) Novatel shall have no obligation to indemnify Purchaser Indemnitees with respect to Losses arising under Section 8.1(a) in excess of the amounts actually paid to and received by Novatel under Section 1.3; provided that the aggregate amount of all Losses for which Novatel shall be obligated to indemnify the Purchaser Indemnitees under this Agreement shall not exceed $6,000,000 (such amount, the “Cap”); provided, however that the Cap shall not apply to Losses from Product Recalls or fraud, criminal conduct or willful misconduct by Novatel.
(c) Purchaser shall have no obligation to indemnify the Seller Indemnitees with respect to Losses arising under Section 8.2(a) until the aggregate amount of all Losses arising thereunder exceeds the Basket, in which case Purchaser will be liable for all Losses arising thereunder including the Basket, subject to the other limitations in this Section 8.5; provided, however, that the Basket shall not apply to Losses arising from fraud, criminal conduct or willful misconduct by Purchaser.
(d) Purchaser shall have no obligation to indemnify Seller Indemnitees under Section 8.2(a) with respect to Losses in an amount greater than the Cap.
(e) Notwithstanding anything to the contrary in this Agreement, (i) Purchaser Indemnitees’ rights to indemnification with respect to Losses arising under Sections 8.1(b) through 8.1(f), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(a) and 8.5(b), regardless of whether such rights to indemnification could also have arisen under Section 8.1(a) in absence of such limitations, and (ii) Seller Indemnitee’s rights to indemnification with respect to Losses arising under Sections 8.2(b) and 8.2(c), or based upon fraud, criminal conduct or willful misconduct, shall not be subject to the limitations set forth in Sections 8.5(c) and 8.5(d) regardless of whether such rights to indemn...
Limitations on Indemnification Obligations. BENTLEY AND AUXILIUM EACH AGREE THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM A DEFAULT OR BREACH OF THIS AGREEMENT.
Limitations on Indemnification Obligations. The amount which any party (an "Indemnifying Party") is or may be required to pay to any other party (an "Indemnitee") pursuant to Section 5.1 or Section 5.2 shall be reduced (retroactively or prospectively) by any insurance proceeds or other amounts actually recovered by or on behalf of such Indemnitee, in reduction of the related Loss. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of a Loss and shall subsequently actually receive insurance proceeds or other amounts in respect of such Loss, then such Indemnitee shall pay to such Indemnifying Party a sum equal to the amount of such insurance proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Loss.
Limitations on Indemnification Obligations. (a) In respect of Claims made by the Purchaser pursuant to Section 9.1(a):
(i) the liability of each of the Vendors in relation to any such Claim shall extend only to such Vendor's Proportionate Share of the aggregate liability under such Claim;
(ii) the aggregate liability of each of the Vendors for all Claims under Section 9.1(a) shall not exceed an amount equal to such Vendor's Proportionate Share of 20% of the Purchase Price; and
(iii) none of the Vendors shall be required to pay any amount in respect of any such Claims until the aggregate amount of all such Claims against Vendors exceeds $100,000 and, subject to the limitations set out in (i) and (ii) above, upon the aggregate amount of such Claims against Vendors exceeding $100,000 each of the Vendors shall be required to pay the full amount or the full amount of their Proportionate Share, as applicable, in respect of all of such Claims.
(b) The aggregate liability of each of the Vendors for all Claims pursuant to Section 9.1 shall not exceed such Vendor's Proportionate Share of the Purchase Price.
(c) The aggregate liability of the Purchaser to each of the Vendors for all Claims pursuant to Section 9.2 shall not exceed such Vendor's Proportionate Share of the Purchase Price.
(d) The limitations provided under Section 9.4(a) shall not apply to any Claims based on intentional misrepresentation or fraud except that:
(i) the liability of Ventures West for any Claim based on intentional misrepresentation or fraud of the Company shall not exceed their Proportionate Share of 20% of the Purchase Price except to the extent they were aware or had knowledge of such intentional misrepresentation or fraud; and
(ii) Each of Xxxxx Xxxxxxx and Xxxxx Xxxx'x liability for any Claim based on intentional misrepresentation or fraud of the Company shall not exceed his Proportionate Share of 20% of the Purchase Price unless he was aware or had knowledge of such intentional misrepresentation or fraud or it relates to matters which occurred while he was employed by the Company.
(e) The Purchaser's sole recourse for Claims made pursuant to Section 9.1(a) against each Vendor shall be limited to the Escrowed Shares owned by such Vendor while such Escrowed Shares are held by the Escrow Agent. For further clarification, the Purchaser may not seek any recourse against any of the consideration paid to such Vendor other than the Escrowed Shares while such Escrowed Shares are held by the Escrow Agent nor any other assets of the Vend...
Limitations on Indemnification Obligations. The rights of the Buyer Indemnitees and Seller Indemnitees to indemnification pursuant to the provisions of Section 7.02 are subject to the following limitations:
(a) Notwithstanding anything in this Article VII to the contrary and subject to Section 7.04(b):
(i) The Buyer Indemnitees shall not be entitled to recover Losses pursuant to Section 7.02(a)(i) until the total amount which the Buyer Indemnitees would recover under this Article VII exceeds the Basket (at which time the Buyer Indemnitees shall be entitled to full indemnification with respect to the amount of such Basket and the Losses in excess thereof); provided, that notwithstanding the foregoing, the Basket shall not apply to recovery of Losses pursuant to the Fundamental Representations which shall be exempt from the limitations of the Basket.
(ii) The Seller Indemnitees shall not be entitled to recover Losses pursuant to Section 7.02(b)(i) until the total amount which the Seller Indemnitees would recover under such Section exceeds the Basket (at which time the Seller Indemnitees shall be entitled to full indemnification with respect to the amount of such Basket and the Losses in excess thereof); provided, that notwithstanding the foregoing, the Basket shall not apply to recovery of Losses pursuant to the Fundamental Representations which shall be exempt from the limitations of the Basket.
(b) The provisions of Section 7.04(a) shall not apply to (i) Losses asserted under Sections 7.02(a)(ii) or (a)(iii) or Sections 7.02(b)(ii) or (b)(iii), (ii) Losses arising out of the fraud or intentional misrepresentation of a Party, or (iii) any Liability for Taxes.
Limitations on Indemnification Obligations. The Parties’ obligations under Sections 9.11 and 9.12 are subject to the following limitations:
