Common use of Indemnification Amounts Clause in Contracts

Indemnification Amounts. (a) Except with respect to Section 6.2(a)(ii), (b)(ii) or (c), the maximum amount required to be paid by any Indemnitor (as defined below) pursuant to Article VI of this Agreement in respect of any and all Damages suffered by any and all Indemnitees (as defined below) is US $11,000,000 (the "Cap"); provided, however, that, notwithstanding the foregoing, the Cap shall not apply to out-of-pocket costs and expenses (including reasonable attorneys' fees), penalties or interest incurred by any Indemnitee. (b) The limitations on the indemnification obligations set forth in this Section 6.3 shall not apply to any covenants or agreements of the Parties in this Agreement. (c) Notwithstanding anything to the contrary set forth herein, no limitation on the indemnification obligations set forth in this Section 6.3 shall apply to any breach of a representation or warranty made as of the date hereof if such representation or warranty was made with knowledge by the party making such representation or warranty that it (i) contained an untrue statement of a material fact or (ii) omitted to state a material fact necessary to make the statements contained therein not misleading. Solely for purposes of calculating the amount of Damages incurred arising out of or relating to any breach or representation or warranty (and not for purposes of determining whether or not a breach has occurred), the references to materiality qualifications (or correlative terms) shall be disregarded.

Indemnification Amounts. (a) Except with respect to Section 6.2(a)(ii), (a)(iii), (b)(ii) through (iv) or (c), the maximum amount required to be paid by any Indemnitor (as defined below) pursuant to Article VI of this Agreement in respect of any and all Damages suffered by any and all Indemnitees (as defined below) is US $11,000,000 the amount in USD equal to the Call Option Consideration (the "Cap"); provided, however, that, notwithstanding the foregoing, the Cap shall not apply to out-of-pocket costs and expenses (including reasonable attorneys' fees), penalties or interest incurred by any Indemnitee. (b) The limitations on the indemnification obligations set forth in this Section 6.3 shall not apply to any covenants or agreements of the Parties in this Agreement. (c) Notwithstanding anything to the contrary set forth herein, no limitation on the indemnification obligations set forth in this Section 6.3 shall apply to any breach of a representation or warranty made as of the date hereof if such representation or warranty was made with knowledge by the party making such representation or warranty that it (i) contained an untrue statement of a material fact or (ii) omitted to state a material fact necessary to make the statements contained therein not misleading. Solely for purposes of calculating the amount of Damages incurred arising out of or relating to any breach or representation or warranty (and not for purposes of determining whether or not a breach has occurred), the references to materiality qualifications (or correlative terms) shall be disregarded.

Indemnification Amounts. (a) Except with respect to Section 6.2(a)(ii), (b)(ii) or (c), the maximum amount required to be paid by any No Indemnitor (as defined below) pursuant to Article VI shall have liability under Section 6.2(a)(i) or (b)(i), as the case may be, until the aggregate amount of this Agreement in respect of any and all Damages suffered theretofore incurred by any and all Indemnitees the Indemnitee (as defined below) is US $11,000,000 ), as the case may be, exceeds U.S.$500,000 (the "Cap"“Deductible”), in which case the Indemnitees shall be entitled to Damages in an aggregate amount up to the ITI Consideration; provided, however, that, notwithstanding that the foregoing, Indemnitor shall be liable only for the Cap shall not apply to out-of-pocket costs and expenses (including reasonable attorneys' fees), penalties or interest incurred amount by any Indemniteewhich all Damages exceed the Deductible. (b) The limitations on the indemnification obligations set forth in this Section 6.3 shall not apply to any covenants or agreements of the Parties in this Agreement. (c) Notwithstanding anything to the contrary set forth herein, no limitation on the indemnification obligations set forth in this Section 6.3 shall apply to any breach of a representation or warranty made as of the date hereof if such representation or warranty was made with knowledge by the party making such representation or warranty that it (i) contained an untrue statement of a material fact or (ii) omitted to state a material fact necessary to make the statements contained therein not misleading. Solely for purposes of calculating the amount of Damages incurred arising out of or relating to any breach or representation or warranty (and not for purposes of determining whether or not a breach has occurred), the references to “Material Adverse Effect” or other materiality qualifications (or correlative terms) ), including as expressed in accounting concepts, shall be disregarded.