Common use of Limitation on Indemnification Obligations Clause in Contracts

Limitation on Indemnification Obligations. Seller shall have no obligation to indemnify any Purchaser Indemnitee pursuant to Section 8.1(a), and Purchaser shall have no obligation to indemnify Seller Indemnitee pursuant to Section 8.2(a), in each case in respect of any specific indemnified Loss arising out of a breach of a representation or warranty unless the aggregate of all such Losses suffered by Purchaser Indemnitees or Seller Indemnitees, as the case may be, relating thereto exceeds fifty thousand dollars ($50,000) multiplied by the LLC Percentage (the "Indemnification Deductible"), and then Purchaser Indemnitees or Seller Indemnitees, as the case may be, shall be entitled to be indemnified for all such Losses in excess of the Indemnification Deductible; provided, however, that neither Purchaser Indemnitees nor Seller Indemnitees, as the case may be, shall be entitled to be indemnified for such Losses arising out of the breach of such representations and warranties to the extent such Losses exceed, in the aggregate, the Purchase Price plus the transaction costs and expense related to this Agreement plus the costs and expenses incurred to enforce the rights to such indemnification (the "Cap"); and provided, further, Seller's obligation to indemnify Purchaser Indemnitees pursuant to Section 8.1(a) on account of a breach by Seller of its representations and warranties made pursuant to Sections 3.1.2, 3.1.6, 3.1.7, 3.2.12, or 3.2.16, shall not be subject to or reduced by the Indemnification Deductible or the Cap. In addition, neither Seller's obligation to indemnify Purchaser Indemnitees pursuant to Sections 8.1(b), 8.1(c), 8.1(d) or 8.1(e) nor Purchaser's obligation to indemnify Seller Indemnitees pursuant to Sections 8.2(b) or 8.2(c), as applicable, shall be subject to or reduced by the Indemnification Deductible or the Cap.

Limitation on Indemnification Obligations. Seller shall have no obligation to indemnify any Purchaser Indemnitee pursuant to Section 8.1(a), and Purchaser shall have no obligation to indemnify Seller Indemnitee pursuant to Section 8.2(a), in each case in respect of any specific indemnified Loss arising out of a breach of a representation or warranty unless the aggregate of all such Losses suffered by Purchaser Indemnitees or Seller Indemnitees, as the case may be, relating thereto exceeds fifty thousand dollars ($50,000) multiplied by the LLC Percentage (the "“Indemnification Deductible"”), and then Purchaser Indemnitees or Seller Indemnitees, as the case may be, shall be entitled to be indemnified for all such Losses in excess of the Indemnification Deductible; provided, however, that neither Purchaser Indemnitees nor Seller Indemnitees, as the case may be, shall be entitled to be indemnified for such Losses arising out of the breach of such representations and warranties to the extent such Losses exceed, in the aggregate, the Purchase Price plus the transaction costs and expense related to this Agreement plus the costs and expenses incurred to enforce the rights to such indemnification (the "“Cap"”); and provided, further, Seller's ’s obligation to indemnify Purchaser Indemnitees pursuant to Section 8.1(a) on account of a breach by Seller of its representations and warranties made pursuant to Sections 3.1.2, 3.1.6, 3.1.7, 3.2.12, or 3.2.16, shall not be subject to or reduced by the Indemnification Deductible or the Cap. In addition, neither Seller's ’s obligation to indemnify Purchaser Indemnitees pursuant to Sections 8.1(b), 8.1(c), 8.1(d) or 8.1(e) nor Purchaser's ’s obligation to indemnify Seller Indemnitees pursuant to Sections 8.2(b) or 8.2(c), as applicable, shall be subject to or reduced by the Indemnification Deductible or the Cap.

Limitation on Indemnification Obligations. Seller No Holder Indemnitees shall have no obligation be entitled to indemnify indemnification for any Purchaser Indemnitee Losses or Damages for which they would otherwise be entitled to indemnification pursuant to Section 8.1(a), this SECTION 13.1 unless and Purchaser shall have no obligation to indemnify Seller Indemnitee pursuant to Section 8.2(a), in each case in respect of any specific indemnified Loss arising out of a breach of a representation or warranty unless until the aggregate amount of all Losses and Damages for which all the Holder Indemnitees are entitled to indemnification exceeds $400,000, at which time, the Holder Indemnitees shall (subject to the other limitations set forth in this SECTION 13.1) be entitled to indemnification for the full amount of all such Losses suffered by Purchaser and Damages. No Acquisition Indemnitees or Seller Indemnitees, as the case may be, relating thereto exceeds fifty thousand dollars ($50,000) multiplied by the LLC Percentage (the "Indemnification Deductible"), and then Purchaser Indemnitees or Seller Indemnitees, as the case may be, shall be entitled to indemnification for any Losses and Damages for which it would otherwise be indemnified entitled to indemnification pursuant to this SECTION 13.1 unless and until the aggregate amount of all Losses and Damages for which all Acquisition Indemnitees are entitled to indemnification exceeds $400,000, at which time, such Acquisition Indemnitees shall (subject to the other limitations set forth in this SECTION 13.1) be entitled to indemnification for the full amount of all such Losses and Damages; PROVIDED, HOWEVER, that such $400,000 threshhold shall not apply to any indemnification obligation of Holder Indemnitees arising from any Securities Law Noncompliance. Notwithstanding any provision hereof to the contrary, (i) Acquisition Indemnitees shall not be entitled to indemnification by Principal Holders for Losses or Damages in excess of the Indemnification Deductible; provided$10,000,000, howeverPLUS interest accrued on such Damages as provided in this SECTION 13.1, that neither Purchaser and (ii) Principal Holder Indemnitees nor Seller Indemnitees, as the case may be, shall not be entitled to be indemnified indemnification by Surviving Corporation for Losses or Damages in excess of $10,000,000, PLUS interest accrued on such Losses arising out of the breach of such representations and warranties to the extent such Losses exceed, Damages as provided in the aggregate, the Purchase Price plus the transaction costs and expense related to this Agreement plus the costs and expenses incurred to enforce the rights to such indemnification (the "Cap"); and provided, further, Seller's obligation to indemnify Purchaser Indemnitees pursuant to Section 8.1(a) on account of a breach by Seller of its representations and warranties made pursuant to Sections 3.1.2, 3.1.6, 3.1.7, 3.2.12, or 3.2.16, shall not be subject to or reduced by the Indemnification Deductible or the CapSECTION 13.1. In addition, neither Sellereach Principal Holder's obligation liability under this SECTION 13.1 shall not exceed an amount equal to indemnify Purchaser Indemnitees pursuant fifty-percent (50%) of the Merger Consideration payable to Sections 8.1(b), 8.1(c), 8.1(d) or 8.1(e) nor Purchaser's obligation to indemnify Seller Indemnitees pursuant to Sections 8.2(b) or 8.2(c), as applicable, shall be subject to or reduced by the Indemnification Deductible or the Capsuch Principal Holder under this Agreement.

Limitation on Indemnification Obligations. Except for indemnification obligations with respect to Taxes with respect to Pre-Closing Periods described in Section 8.2(c) and Pre-Closing Liabilities described in Section 8.2(d) (for which Seller shall have no obligation provide indemnification dollar-for-dollar for all Losses), Seller shall not be obligated to indemnify any Purchaser Indemnitee pursuant Indemnified Parties in respect to Section 8.1(aPurchaser Indemnifiable Losses except to the extent the cumulative amount of all Purchaser Indemnifiable Losses exceeds $50,000 (the "Threshold Amount"), and Purchaser shall have no obligation to indemnify Seller Indemnitee pursuant to Section 8.2(a), in each case in respect of any specific indemnified Loss arising out of a breach of a representation or warranty unless whereupon the aggregate amount of all such Losses suffered by Purchaser Indemnitees or Seller Indemnitees, as the case may be, relating thereto exceeds fifty thousand dollars ($50,000) multiplied by the LLC Percentage (the "Indemnification Deductible"), and then Purchaser Indemnitees or Seller Indemnitees, as the case may be, shall be entitled to be indemnified for all such Indemnifiable Losses in excess of the Indemnification Deductible; provided, however, that neither Purchaser Indemnitees nor Seller Indemnitees, as the case may be, Threshold Amount shall be entitled recoverable in accordance with the terms hereof. Except for indemnification obligations with respect to Taxes with respect to Post-Closing Periods described in Section 8.3(c) and Post-Closing Liabilities described in Section 8.3(d) (for which Purchaser shall provide indemnification dollar for dollar for all Losses), Purchaser shall not be indemnified for such obligated to indemnify Seller Indemnified Parties in respect to Seller Indemnifiable Losses arising out of the breach of such representations and warranties except to the extent such the cumulative amount of all Seller Indemnifiable Losses exceedexceeds the Threshold Amount, whereupon the amount of all Seller Indemnifiable Losses in excess of the aggregateThreshold Amount shall be recoverable in accordance with the terms hereof. Except for indemnification obligations with respect to Taxes with respect to Pre-Closing Periods and Pre-Closing Liabilities (for which there shall be no limit on Seller's liability), the total of Purchaser's Indemnifiable Losses under this Agreement shall not exceed an amount equal to the portion of the Purchase Price plus specified in Section 1.2(a)(ii). Except for indemnification obligations with respect to Taxes with respect to Post-Closing Periods and Post-Closing Liabilities (for which there shall be no limit on Purchaser's liability), the transaction costs and expense related to total of Seller's Indemnifiable Losses under this Agreement plus the costs and expenses incurred to enforce the rights to such indemnification (the "Cap"); and provided, further, Seller's obligation to indemnify Purchaser Indemnitees pursuant to Section 8.1(a) on account of a breach by Seller of its representations and warranties made pursuant to Sections 3.1.2, 3.1.6, 3.1.7, 3.2.12, or 3.2.16, shall not be subject exceed an amount equal to or reduced by the Indemnification Deductible or portion of the Cap. In addition, neither Seller's obligation to indemnify Purchaser Indemnitees pursuant to Sections 8.1(bPurchase Price specified in Section 1.2(a)(ii), 8.1(c), 8.1(d) or 8.1(e) nor Purchaser's obligation to indemnify Seller Indemnitees pursuant to Sections 8.2(b) or 8.2(c), as applicable, shall be subject to or reduced by the Indemnification Deductible or the Cap.

Limitation on Indemnification Obligations. Seller Notwithstanding anything contained in this Section 8 to the contrary, no party shall have no obligation to indemnify any Purchaser Indemnitee assert a claim for indemnification against the other pursuant to this Section 8.1(a8 unless and until the amount of all Losses determined to have been incurred or suffered at the time by the Seller hereunder, the Sellers (as defined in the Charter Real Estate Purchase Contract) and the Sellers (as defined in the Charter Purchase Agreement) and the Shareholder (as defined in the Charter Purchase Agreement), on the one hand, and the Purchaser, the Purchaser shall have no obligation to indemnify Seller Indemnitee (as defined in the Charter Real Estate Purchase Contract) and the Purchaser (as defined in the Charter Purchase Agreement), on the other hand, pursuant to Section 8.2(a)the indemnification provisions under this Contract, the Charter Real Estate Purchase Contract and/or under the Charter Purchase Agreement (other than those for which first dollar claims which are not subject to deductible amounts can be made pursuant to the Charter Purchase Agreement or the Charter Real Estate Purchase Contract) exceeds, in each case in respect of any specific indemnified Loss arising out of a breach of a representation or warranty unless the aggregate of all such Losses suffered by Purchaser Indemnitees or Seller Indemniteesaggregate, as the case may be, relating thereto exceeds fifty thousand dollars ($50,000) multiplied by the LLC Percentage 250,000 (the "Indemnification DeductibleThreshold Amount"), and then Purchaser Indemnitees or Seller Indemnitees, as at which time such party may make a claim only to the case may be, shall be entitled to be indemnified for all extent that the aggregate amount of such Losses in excess of claims exceeds the Indemnification DeductibleThreshold Amount; provided, however, the foregoing limitation shall not apply to a claim for indemnification pursuant to (w) Section 8.1(ii) or Section 8.2(ii) with respect to those matters set forth in Section 7.1.2, 7.1.4, 7.1.12, 7.1.13, 7.2.1 and 7.2.2 hereof, (x) Section 8.1(i), (y) Section 8.2(i) or (z) Section 8.3.3. The parties hereto further acknowledge and agree that neither Purchaser Indemnitees nor Seller Indemnitees, as the case may be, shall be entitled to be indemnified for such Losses arising out total indemnification obligations of the breach Seller, the Sellers (as defined in the Charter Real Estate Purchase Contract) and of such representations the Sellers (as defined in the Charter Purchase Agreement) and warranties to the extent such Losses Shareholder (as defined in the Charter Purchase Agreement), on the one hand, and of the Purchaser, the Purchaser (as defined in the Charter Purchase Agreement) and the Purchaser (as defined in the Charter Real Estate Purchase Contract), on the other hand, under this Contract, the Charter Real Estate Purchase Contract and under the Charter Purchase Agreement shall not exceed, in the aggregate, the aggregate of the Purchase Price payable hereunder, plus the transaction costs and expense related to this Agreement Purchase Price (as defined in the Charter Real Estate Purchase Contract) payable under the Charter Real Estate Purchase Contract, plus the costs and expenses incurred to enforce Purchase Price (as defined in the rights to such indemnification (Charter Purchase Agreement) payable under the "Cap")Charter Purchase Agreement; and provided, furtherhowever, Seller's obligation the foregoing limitation shall not apply to indemnify Purchaser Indemnitees a claim for indemnification pursuant to (w) Section 8.1(a8.1(ii) on account of a breach by Seller of its representations or Section 8.2(ii) with respect to those matters set forth in Sections 7.1.2, 7.1.4, 7.1.10, 7.1.12, 7.1.13, 7.2.1 and warranties made pursuant to Sections 3.1.27.2.2 hereof, 3.1.6, 3.1.7, 3.2.12, or 3.2.16, shall not be subject to or reduced by the Indemnification Deductible or the Cap. In addition, neither Seller's obligation to indemnify Purchaser Indemnitees pursuant to Sections 8.1(b(w) Section 8.1(i), 8.1(c(x) Section 8.2(i), 8.1(d(y) Section 8.3.1 or 8.1(eSection 8.3.2 or (z) nor Purchaser's obligation to indemnify Seller Indemnitees pursuant to Sections 8.2(b) or 8.2(c), as applicable, shall be subject to or reduced by the Indemnification Deductible or the CapSection 8.3.3.

Limitation on Indemnification Obligations. (a) Subject to the provisions of Section 6.4(c) below, all representa tions and warranties of Prandium, Seller and Purchaser contained in this Agreement, other than the representations and warranties of Prandium and Seller in Sections 3.1(m) (Taxes), 3.1(n) (ERISA) and 3.1(r) (Environmental), shall have no obligation survive the Closing and continue in full force and effect for a period equal to indemnify the later of twelve (12) months from the Closing or April 30, 2001. Subject to the provisions of Section 6.4(c) below, each of the representations and warranties of Seller and Prandium contained in Sections 3.1(m) (Taxes) and 3.1(n) (ERISA) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the statute of limitations applicable to the subject thereof. Subject to the provisions of Section 6.4(c) below, any claims for breach of Prandium's and Seller's representations and warranties in Subsection 3.1(r) (Environmental) related to properties formerly owned or leased by the Acquired Companies, the former operations of the Acquired Companies, or the off- site treatment or disposal of any Hazardous Substances or by the Acquired Companies must be brought within three (3) years of the Closing Date. Subject to the provisions of Section 6.4(c) below, any claims for breach of Prandium's and Seller's representations and warranties in Subsection 3.1(r) (Environmental) related to properties currently owned by the Acquired Companies or the current operations of the Acquired Companies must be brought within 18 months of the Closing Date. Subject to the provisions of Section 6.4(c) below, a claim by a Purchaser Indemnitee pursuant to or a Seller Indemnitee for indemnification under Section 8.1(a6.2(a) or 6.3(a), and Purchaser respectively, shall have no obligation be ineffective unless such Person delivers a written claim for indemnification within the survival period specified in this Section 6.4(a) applicable to indemnify Seller Indemnitee pursuant to Section 8.2(a), in each case in respect of any specific indemnified Loss arising out of a breach of a the representation or warranty unless that is the aggregate of all such Losses suffered by Purchaser Indemnitees or Seller Indemnitees, as the case may be, relating thereto exceeds fifty thousand dollars ($50,000) multiplied by the LLC Percentage (the "Indemnification Deductible"), and then Purchaser Indemnitees or Seller Indemnitees, as the case may be, shall be entitled to be indemnified for all such Losses in excess of the Indemnification Deductible; provided, however, that neither Purchaser Indemnitees nor Seller Indemnitees, as the case may be, shall be entitled to be indemnified for such Losses arising out of the breach subject of such representations and warranties to the extent such Losses exceed, in the aggregate, the Purchase Price plus the transaction costs and expense related to this Agreement plus the costs and expenses incurred to enforce the rights to such indemnification (the "Cap"); and provided, further, Seller's obligation to indemnify Purchaser Indemnitees pursuant to Section 8.1(a) on account of a breach by Seller of its representations and warranties made pursuant to Sections 3.1.2, 3.1.6, 3.1.7, 3.2.12, or 3.2.16, shall not be subject to or reduced by the Indemnification Deductible or the Cap. In addition, neither Seller's obligation to indemnify Purchaser Indemnitees pursuant to Sections 8.1(b), 8.1(c), 8.1(d) or 8.1(e) nor Purchaser's obligation to indemnify Seller Indemnitees pursuant to Sections 8.2(b) or 8.2(c), as applicable, shall be subject to or reduced by the Indemnification Deductible or the Capclaim.