Limit of Indemnification. Notwithstanding Article 7.1 hereof, the maximum liability of Seller under Article 7.1 hereof for Purchaser Claims is $4,950,000, inclusive of any liability of Parent for indemnification of Purchaser under the Intellectual Property Agreement.
Limit of Indemnification. Notwithstanding any provision in this Section 12 to the contrary, no claim for indemnification may be made unless and until the aggregate of all indemnifiable claims suffered by the potential indemnified parties exceeds $100,000 and thereafter only for amounts in excess of said $100,000 threshold; provided, however, that Sellers' obligation to indemnify with respect to breaches of its representations, warranties or agreements with respect to the Excluded Basket Items shall not be subject to said $100,000 limitation. The indemnifiable claims required to be paid by Sellers pursuant to this Section 12 shall in no event exceed the amount of the Purchase Price. Indemnification pursuant to this Section 12 shall be the sole remedy to any party hereto for Breaches by another party prior to Closing of the representation and warranties contained in this Agreement.
Limit of Indemnification. The obligation of the Individual Indemnitors to indemnify Michxxx xxx Acquisition under Section 11.1 and Michxxx xxx Acquisition to indemnify the Shareholders and Partners under Section 11.3 shall be limited to * in the aggregate with respect to Losses subject to Notices of Claim delivered prior to * which in the case of the Individual Indemnitors shall be reduced to * in the aggregate for Losses subject to Notices of Claim delivered on or after the * but prior to *, but in no event shall the aggregate liability of the Individual Indemnitors, exceed *. Except as provided in Section 13.1.2 and 13.1.3 the indemnification provided in this Article 11 shall be the sole and exclusive remedy of Michxxx xxx Acquisition, on the one hand, and the Shareholders and Partners, on the other hand, for a breach of the representations and warranties in this Agreement (and/or in the Schedules attached hereto and the certificates to be delivered at Closing).
Limit of Indemnification. The aggregate liability of the Seller Group under 15.2(a)(ii) above shall not exceed $1,000,000.
Limit of Indemnification. The obligation of the Individual Indemnitors to indemnify Michxxx xxx Acquisition under Section 11.1 and Michxxx xxx Acquisition to indemnify the Shareholders and Partners under Section 11.3 shall be limited to $7,000,000 in the aggregate with respect to Losses subject to Notices of Claim delivered prior to the first anniversary date of the Closing which in the case of the Individual Indemnitors shall be reduced to $4,000,000 in the aggregate for Losses subject to Notices of Claim delivered on or after the first anniversary of the Closing but prior to the third anniversary date of the Closing, but in no event shall the aggregate liability of the Individual Indemnitors, exceed $7,000,000. Except as provided in Section 13.1.2 and 13.1.3 the indemnification provided in this Article 11 shall be the sole and exclusive remedy of Michxxx xxx Acquisition, on the one hand, and the Shareholders and Partners, on the other hand, for a breach of the representations and warranties in this Agreement (and/or in the Schedules attached hereto and the certificates to be delivered at Closing).
Limit of Indemnification. 31 12.8 RIGHT OF SET-OFF..............................................31 SECTION 13. ARBITRATION...................................................32 13.1 ARBITRATION...................................................32
Limit of Indemnification. The indemnification of the Buyer hereunder shall be subject to the following limitations:
Limit of Indemnification. The indemnification obligation pursuant to Section 9.3 shall be Buyer's sole remedy after the Closing Date for any Losses except with respect to such claims and damages arising directly out of a Seller's fraud or willful or intentional misconduct ................................................ 30 9.5 Procedure ............................................................. 30 9.6 Indemnification Threshold; Maximum Losses ............................. 31 9.7 Cooperation ........................................................... 31 9.8 Damages ............................................................... 31 -ii- TABLE OF CONTENTS (Continued)
Limit of Indemnification. The indemnification obligation pursuant to Section 9.3 shall be Buyer's sole remedy after the Closing Date for any Losses [***] except with respect to such claims and damages arising directly out of a Seller's fraud or willful or intentional misconduct.
Limit of Indemnification. The obligation of the ------------------------ Shareholder to indemnify Buyer and its Affiliates for breaches of representations and warranties under Section 7.1(a) and the obligation of Buyer to indemnify Seller for breaches of representations and warranties under Section 7.1(b) for Damages shall be limited to $400,000 in the aggregate.
