Limitation of Indemnification Obligations. The indemnification obligations set forth in (a) and (b) above will not apply with respect to any claim or loss to the extent it is caused by the other party’s intentional acts, willful misconduct or gross negligence.
Limitation of Indemnification Obligations. Notwithstanding anything to the contrary set forth in this Agreement: (i) the remedies in Section 8(a) shall be the Company's sole remedies in the event of a successful claim of Intellectual Property infringement; and (ii) IPS shall have no liability to the Company under this Section 8 if (1) any infringement is based upon the Company's use of the Utility Software in combination with any software not furnished by IPS, (2) the Utility Software is used in a manner for which it is not designed or (3) the infringement is based upon modifications of the Utility Software made by or for the Company.
Limitation of Indemnification Obligations. (a) The obligations of indemnification set out in Sections 7.1(a) and 7.1(b)shall be subject to the following limitations:
Limitation of Indemnification Obligations. Sections 13.1 and 13.2 above shall not apply to any claim by Tenant against Landlord or to any claim resulting from the gross negligence or willful misconduct of Landlord or its employees. Notwithstanding the foregoing, Tenant shall not be prevented from seeking contribution or indemnification from Landlord in connection with any claim, litigation or proceeding brought against Tenant by a third party, including any governmental entity, for events occurring on the Property prior to execution of the this Lease.
Limitation of Indemnification Obligations. If the Indemnifying Party shall be the Seller or the Parent, the maximum monetary liability of such Indemnifying Parties related to all Losses in the aggregate pursuant to this Agreement shall be limited to (x) payment to the Indemnified Party of an amount equal to the Cash Payment plus (y) the surrender to the Indemnified Party of the Buyer Shares (the "Cap"). If such Indemnifying Parties shall be the Buyer or the Buyer Sub, the maximum monetary liability of such Indemnifying Parties shall be limited to an amount equal to the Cash Payment and the value of the Buyer Shares. For purposes of this Agreement, the Buyer Shares shall be valued at $3.86 per share. Any indemnification right related to a claim shall be subject to reaching a minimum aggregate obligation (the "Basket") of $100,000, whereupon the entire aggregate amount of all Claims shall be payable as if the Basket had not existed. Notwithstanding the foregoing, the Basket and the Cap shall not apply to, and the Buyer shall be entitled to recover for all Losses associated with, any claims based upon Section 11.1(b) herein. Notwithstanding anything herein to the contrary, indemnification pursuant to this Section 11 shall be limited to the amount of liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or similar payment recovered by the indemnified party or any of its affiliates from any third party, which insurance or other proceeds shall be net of any and all increases in insurance premium amounts or other added costs associated therewith.
Limitation of Indemnification Obligations. (a) Notwithstanding anything to the contrary contained in this Agreement, the Buyer and the Seller acknowledge that, except for claims involving fraud or breach of the Seller Fundamental Representations (for which the indemnification obligations of the Seller under Section 6.1(a) shall be unlimited), the Seller shall not be liable for any indemnification obligations pursuant to Section 6.1(a) in excess of the Liability Cap, and shall not be required to pay for any indemnification obligations pursuant to Section 6.1(a) outside of the Indemnification Holdback Amount.
Limitation of Indemnification Obligations. The parties agree that the obligations of Seller to indemnify Purchaser from damages arising out of the breach or inaccuracy of any representation or warranty as described in Sections 8.1(a) shall (A) become operative after the aggregate amount of all claims for indemnification under said Section 8.1(a) exceeds One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Indemnification Basket”) and in the event that the aggregate amount of such indemnification claims exceeds the Indemnification Basket, Seller shall be liable for such claims solely to the extent in excess of the Indemnification Basket; and the aggregate maximum Liability of Seller under Article 8 shall be limited to the Note, the Escrow Amount and the Earn Out Payments and Purchaser’s sole recourse shall be a right of set-off against the Note and the Earn Out Payments and claims against the Escrow Amount.
Limitation of Indemnification Obligations. (a) There shall be no liability for indemnification under Section 9.2(a)(i) unless the aggregate amount of Damages thereunder exceeds $1,025,000 (the "Seller Indemnification Threshold"), at which time Sellers will be obligated to indemnify the Buyer Indemnified Parties with respect to the aggregate amount of all such Damages described in Section 9.2(a)(i) in excess of such Threshold; provided, however, that the Seller Indemnification Threshold shall not apply to the misrepresentation, breach or inaccuracy of any representation or warranty which breach arose from an occurrence between the date of this Agreement and the Closing Date or made by any Seller in any of the following sections: Section 4.2 (authority, execution and delivery), the second sentence of Section 4.9 and other provisions of the Agreement as it relates to Sellers quality of title to the Assets and 4.22 (taxes).
Limitation of Indemnification Obligations. Neither party shall be obligated to indemnify the other party hereunder until the aggregate amount payable hereunder (as finally determined in accordance with the terms hereof) exceeds Twenty Thousand and No/100 Dollars ($20,000) (the “Basket”), at which time the indemnifying party shall indemnify the other party for all finally determined claims payable hereunder (including the amount of the Basket). The aggregate liability under this Article IX shall not exceed 50% of the Purchase Price, except for claims relating to fraud, intentional misrepresentation or a breach of Sections 2.1, 2.2, 2.4, 2.7, 2.24 or 5.2 which shall not exceed the Purchase Price.
Limitation of Indemnification Obligations. 229. Notwithstanding the provisions of art. 227 to art. 228, the following limits shall apply to the indemnification and hold harmless undertaking of either Party hereto: Acquisition Agreement 71/71
