Common use of Certain Limitations on Indemnification Clause in Contracts

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 the provisions of Articles X and XI and except as otherwise provided hereinthis Article X, (i) neither the Primary Indemnitors Seller nor Purchaser shall have any indemnification obligations for Losses under Section 10.2(a)(i) or (iiand Section 10.3(a)(i), Section 10.3(a)(i) or Article XI, respectively (1i) 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.event, class action claims) to where the extent all Losses with respect to such item or series of related items are Loss relating thereto is less than $50,000 (the “"Sub-Basket”") and (2ii) in respect of each item individual item, or series group of related items for which all Losses are arising out of the same event, where the Loss relating thereto is equal to or greater than the Sub-Basket, unless the aggregate amount of all such Losses exceeds $500,000 1,000,000 (the “"Basket”"), and then only to the extent of such excess, and (ii) in . In no event shall the aggregate amounts indemnification to be paid by the Primary Indemnitors Seller under this Article XSection 10.2(a)(i), together with any and all costs and expenses incurred by Seller pursuant to Section 8.19(b8.5(c) and Article XI exceed fifteen million dollars ($20,000,000 15,000,000) (the “"Cap”"); provided, however, that (x) none the Basket and the Cap shall not apply to inaccuracies in or breaches of any of the foregoing limitations shall apply to any Losses arising out of, resulting from representations or related to any breach, inaccuracy or failure to be true of any representation or warranty set forth warranties contained in Sections 5.1 (OrganizationOrganization and Good Standing), 5.2 (AuthorizationAuthorization of Agreement), 5.4 (Capitalization), 5.5 (Subsidiaries), 5.20 (Financial Advisors), 6.1 (OrganizationOrganization and Good Standing), 6.2 (AuthorizationAuthorization of Agreement), 6.4 (OwnershipOwnership and Transfer of Shares), 6.6 (Financial Advisors), 7.1 (OrganizationOrganization and Good Standing), 7.2 (Authorization of Agreement) and 7.2 7.6 (Authorization) (the “Cap Exceptions”) and (y) any Losses for which tax indemnification is provided in Article XI shall not be subject to the Sub-BasketFinancial Advisors).

Certain Limitations on Indemnification. (a) Notwithstanding Except as set forth in Section 10.5(b), notwithstanding the provisions of Articles X and XI and except as otherwise provided hereinthis Article X, (i) neither the Primary Indemnitors Seller 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 $500,000 230,000 (the “Basket”), and then only to the extent of such excess. Subject to Section 10.5(b), and (ii) in no event shall the aggregate amounts indemnification to be paid by the Primary Indemnitors (i) Seller or Purchaser under this Article XX for Losses under Section 10.2(a)(i) or Section 10.3(a)(i) (other than with respect to Losses arising out of a breach by Seller of the representations and warranties set forth in Sections 5.5(a) (Title), Section 8.19(b) 5.11 (Labor), 5.12 (Environmental), 5.17 (Taxes), and Article XI 5.22 (Benefits), exceed $20,000,000 5,750,000 (the “Cap”); provided, however, that (xii) none of the foregoing limitations shall apply to any Seller under this Article X for Losses arising out of, resulting from or related to any breach, inaccuracy or failure to be true of any representation or warranty a breach by Seller of the representations and warranties set forth in Sections 5.1 5.11 (Organization), 5.2 (Authorization), 5.4 (Capitalization), 5.5 (Subsidiaries), 6.1 (Organization), 6.2 (Authorization), 6.4 (Ownership), 7.1 (OrganizationLabor) and 7.2 5.22 (AuthorizationBenefits) (together with all other claims made by Purchaser under Section 10.2(a)(i)) exceed $11,500,000, or (iii) Seller under this Article X for Losses arising out of a breach by Seller of the “Cap Exceptions”representations and warranties set forth in Sections 5.12 (Environmental) and 5.17 (yTaxes) any Losses for which tax indemnification is provided in Article XI shall not be subject to (together with all other claims made by Purchaser under Section 10.2(a)(i)) exceed the Sub-BasketPurchase Price.

Certain Limitations on Indemnification. (a) Notwithstanding the provisions of Articles X and XI and except as otherwise provided hereinthis Article X, (i) neither the Primary Indemnitors Sxxxxxx nor Purchaser shall have any indemnification obligations for Losses under Section Sections 10.2(a)(i) and 10.2(a)(ii) or (iiSections 10.3(a) and 10.3(b), 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-Basketevent, unless the aggregate amount of all such Losses exceeds $500,000 450,000 (the “Basket”), ) and then only to for Losses in excess of the extent of such excess, and (ii) in Basket. In no event shall the aggregate amounts indemnification to be paid by the Primary Indemnitors Sxxxxxx or Purchaser under this Article X, Section 8.19(b) and Article XI X exceed $20,000,000 12,000,000 (the “Cap”); provided. Notwithstanding the foregoing, however, that (x) none of neither the foregoing limitations Basket nor the Cap shall apply to any Losses arising out of, resulting from based upon or related to any (i) fraud, criminal wrongdoing or willful breach, inaccuracy (ii) any matter subject to indemnification pursuant to Sections 10.2(a)(iii) through 10.2(a)(vi), or (iii) the failure to be true and correct of any representation or warranty of the representations and warranties set forth in Sections Section 5.1 (Organization), 5.2 (Authorization), 5.4 (Capitalization), 5.5 5.9 (SubsidiariesTaxes), 5.14(e) through 5.14(j) (Employee Benefit Plans), 5.15(c)(ii) - 5.15(c)(iv), 6.1 (Organization), 6.2 (Authorization), 6.4 (Ownership), 6.6 (Financial Advisors), 7.1 (Organization) and ), 7.2 (Authorization) or 7.6 (the “Cap Exceptions”Financial Advisors) and (y) any Losses for which tax indemnification is provided in Article XI shall not be subject to the Sub-Baskethereof.