Certain Limitations on Indemnities. 8.4.1 Subject to the terms hereof, the aggregate liability of Seller Parent or Recap Co, as the case may be, for Losses and Litigation Expenses under Sections 8.2(a) or 8.3(a), respectively, other than Losses and Litigation Expenses arising from any inaccuracy or breach of any of the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(iv), 4.1, 4.2, 4.3, and 4.7 (in which case the limits set forth in this Section 8.4.1 shall be inapplicable), is, and shall be, limited to an amount equal to $100,000,000.
Certain Limitations on Indemnities. 48 8.5 Procedure.......................................................49 8.6
Certain Limitations on Indemnities. 54 Section 9.5 Procedure...................................................54 ARTICLE X
Certain Limitations on Indemnities. 9.4.1 With respect to the indemnification obligation under clause (a) of Section 9.2, Shareholders shall not have any obligation to indemnify Veramark Indemnified Parties unless the aggregate of all such claims for breaches of representations, warranties or 52 covenants ("Claims") exceeds One Hundred Thousand Dollars ($100,000); provided, however, if such Claims exceed $100,000, the aggregate of all such Claims (from the first dollar) shall be paid by Shareholders to Veramark. Shareholders shall not be required to indemnify Veramark for Claims under this Article IX to the extent that the aggregate of such Claims exceeds $4,438,000.
Certain Limitations on Indemnities. (a) The Stockholders shall not have any indemnification obligations under Section 11.2(a)(i) or (ii) (other than indemnification obligations based on a misrepresentation or breach of any warranty contained in Section 4.15) unless the aggregate of all such Claims exceeds $100,000; provided, however, that if such threshold is reached, the Stockholders shall be liable for all such Claims, including the first $100,000.
Certain Limitations on Indemnities. 9.4.1 Except for indemnification obligations under clauses (c), (d), (e) and (f) of Section 9.2, Seller and Federal shall not have any obligation to indemnify Buyer Indemnified Parties unless (a) the aggregate of all such claims for breaches of representations, warranties or covenants other than the representations and warranties made in Sections 3.10, 3.11, 3.12 and 3.13 exceeds One Million Dollars ($1,000,000) and then only to the extent of such excess up to a maximum aggregate indemnity for such Loss and Litigation Expenses of Ninety-Five Million Dollars ($95,000,000), or (b) with respect to representations and warranties in Sections 3.10, 3.11, 3.12 and 3.13, the aggregate of all such claims for breaches of such representations, warranties and covenants exceeds Two Million Dollars ($2,000,000) up to a maximum aggregate indemnity limit for such Loss and Litigation Expenses of One Hundred Million Dollars ($100,000,000), provided, however that Seller shall also indemnify Buyer Indemnified Parties for one-half of all Loss and Litigation Expenses up to such $2,000,000 threshold (the "Shared Threshold Claims").
