Certain Limitations on Indemnification Obligations. Notwithstanding anything in this Agreement to the contrary:
Certain Limitations on Indemnification Obligations. (a) Except as otherwise expressly provided in this Section 11, the Purchaser Parties and Seller Parties shall not be entitled to receive any indemnification payments under Section 11.1 or 11.2 in connection with the inaccuracy in or breach of any representation or warranty, until the aggregate amount of Losses incurred by the Purchaser Parties or Seller Parties, as the case may be, exceed One Hundred Thousand Dollars ($100,000) (the “Basket Amount”), and Sellers or the Purchaser (as applicable) shall only be liable for the amount of all such Losses that exceeds the Basket Amount.
Certain Limitations on Indemnification Obligations. The Buyer Parties shall not be entitled to receive any indemnification payments under:
Certain Limitations on Indemnification Obligations. (1) No Indemnified Party shall be entitled to receive any indemnification payments under Section 5, unless the Indemnifying party receives notice of such breach or failure and is provided sixty (60) days to cure such breach or failure.
Certain Limitations on Indemnification Obligations. (a) The Buyer Indemnified Parties shall not be entitled to indemnification under Section 6.1(a) until the aggregate amount of Damages incurred by the Buyer Indemnified Parties for all claims under Section 6.1 in the aggregate exceeds $[*] (the “Basket Amount”), and the Seller will be liable under Section 6.1(a) only for the amount of such Damages that exceed the Basket Amount; provided, however, that this sentence shall not apply to indemnification claims under Section 6.1(a) with respect to [*]. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
Certain Limitations on Indemnification Obligations. Purchaser shall not be entitled to receive any indemnification payments under this ARTICLE X unless and until the aggregate amount of all indemnifiable Losses incurred by Purchaser equals One Million Five Hundred Thousand Dollars ($1,500,000) (the "BASKET AMOUNT"), whereupon Purchaser shall be entitled to receive in full indemnity payments for all such Losses that exceed the Basket Amount; PROVIDED that the maximum aggregate amount of indemnification payments under this ARTICLE X to which Purchaser shall be entitled shall not exceed Forty Million Dollars ($40,000,000); PROVIDED FURTHER that Purchaser shall not be permitted to submit a claim for indemnification if aggregate Losses with respect to such claim are less than Two Thousand Five Hundred Dollars ($2,500).
Certain Limitations on Indemnification Obligations. (a) The aggregate amount of Losses for which the Sellers and the Company collectively shall be liable to the Purchaser Indemnities for indemnification payments under Section 7.1(a)(i) above shall not exceed an amount equal to the Purchase Price received by Sellers (the “Cap”). Notwithstanding the foregoing, the Cap shall not apply to indemnification claims by the Purchaser Indemnities under any of the Fundamental Representations or any claims based upon fraud, willful misconduct or intentional misrepresentation by the Sellers or the Company, in each case with respect to which the Purchaser Indemnities shall be entitled to receive indemnification for all Losses from the Sellers and, if prior to the Closing, the Company, on a joint and several basis.
Certain Limitations on Indemnification Obligations. (a) The Purchaser Parties will not be entitled to receive any indemnification payments under Section 7.1(a) until the aggregate amount of Damages incurred by the Purchaser Parties for all claims under Section 7.1(a) in the aggregate exceeds five hundred thousand dollars ($500,000) (the “Deductible Amount”), and then Seller will be liable under Section 7.1(a) only for the amount of such Damages that exceed the Deductible Amount; provided, however, that this sentence shall not apply to indemnification claims under Section 7.1(a) with respect to inaccuracy or breach of the Fundamental Representations or the Statute of Limitations Representations. Purchaser will not be entitled to indemnification for any claim relating to any single matter or series of related or similar matters indemnifiable under Section 7.1(a) unless such claim or series of related claims results in aggregate Damages to the Purchaser Parties exceeding fifty thousand dollars ($50,000).
Certain Limitations on Indemnification Obligations. (a) Except as otherwise expressly provided in this Section 7, other than with respect to the Fundamental Representations, Statutory Representations or Fraud-Type Claims, the Buyer Parties will not be entitled to receive any indemnification payments under Section 7.2(a) until the aggregate amount of Losses incurred by the Buyer Parties exceed $350,000 (the “Basket Amount”), and then only to the amount of Losses incurred in excess of one-half of the Basket Amount. (b) Except as otherwise expressly provided in this Agreement, the maximum aggregate amount of indemnification payments for which the Seller and the Majority Owners will have liability to the Buyer Parties under this Section 7, and the maximum aggregate amount that the Buyer Parties will be entitled to recover from the Seller and the Owners will not exceed: (i) ten percent (10%) of the Purchase Price with respect to Claims under Section 7.2(a), other than with respect to the Fundamental Representations, Statutory Representations or the Government Representations; (ii) thirty percent (30%) of the Purchase Price with respect to Claims under Section 7.2(a), solely with respect to the Government Representations and all claims that are subject to the additional limitation set forth in Section 7.5(b)(i), collectively (for purposes of clarity, any Claims under Section 7.2(a), other than with respect to the Fundamental Representations, Statutory Representations or Government Representations, shall be subject to the 10% limitation set forth in Section 7.5(b)(i), and any such Claims together with any Claims with respect to the Government Representations shall also be subject to the additional limitation set forth in this paragraph (ii), such that if the 10% limitation in Section 7.5(b)(i) was reached, the maximum aggregate amount that the Buyer Parties would be entitled to recover from the Seller and the Owners could not exceed 20% of the Purchase Price with respect to the Government Representations); and (iii) the Purchase Price with respect to all Claims arising under or in connection with this Agreement or the transactions contemplated hereby, other than Fraud-Type Claims. For the avoidance of doubt, Fraud-Type Claims will not be limited in amount that the Buyer Parties will be entitled to receive under this Section 7. (c) Notwithstanding anything to the contrary in this Agreement: (i) any indemnification payments based upon or any Losses related to any and all breaches of the Fundamental Representations, ...
Certain Limitations on Indemnification Obligations. (a) The Purchaser Parties and Stockholders shall not be entitled to receive any indemnification payments under Section 11.1 or 11.2, until the aggregate amount of Losses incurred by the Purchaser Parties or Stockholders, as the case may be, exceeds $200,000 (the “Basket Amount”), and Stockholders, collectively, or the Purchaser (as applicable) shall only be liable for the amount of all such Losses that exceed the Basket Amount.
