Common use of Limitation on Indemnities Clause in Contracts

Limitation on Indemnities. Except with respect to the representations and warranties contained in Sections 5.1, 5.3, 5.4, 5.9, 5.12 or 5.18, or Sections 6.1 or 6.2, no claim for indemnification will be made by Purchaser or by the Sellers under Sections 10.3(a)(i), 10.3(b)(i) or 10.4 hereof, as the case may be, with respect to any individual item of liability or damage unless and to the extent that the aggregate of all such claims by Purchaser and LGP under, respectively, this Agreement and the Purchase and Sale Agreement, on the one hand, or by Sellers, on the other hand, shall be in excess of $200,000, whereupon Purchaser or Sellers, as the case may be, shall be liable for all such claims, damages and liabilities, and the maximum aggregate liability of the Sellers, on the one hand, and Purchaser and LGP, on the other hand for such claims, damages and liabilities shall be the Escrow Amount. Payments by an indemnifying party pursuant to Section 10.3 shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the indemnified party from any third party with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, no claim by any party hereto may be asserted, nor may any action be commenced against any party hereto, for breach of any representation, warranty, covenant or agreement unless notice thereof is received in writing describing in reasonable detail the facts or circumstances with respect to the subject matter of such claim on or before the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 10.1, irrespective of whether the subject matter of such claim or action shall have occurred before, on or after such date.

Limitation on Indemnities. Except with respect Any provision of this Agreement to the representations and warranties contained in Sections 5.1, 5.3, 5.4, 5.9, 5.12 or 5.18, or Sections 6.1 or 6.2contrary notwithstanding, no claim for indemnification will by any Purchaser against Seller and/or the Shareholders (which, for the purposes of this sentence only, shall be made by Purchaser considered a collective body, and shall be referred to as the "Seller Group" and shall be considered a single party), or by the Sellers under Sections 10.3(a)(iSeller Group against Purchaser, shall be valid and assertible unless the amount of such claim exceeds Two Thousand Five Hundred Dollars ($2,500.00) (the "Minimum Claim Amount") and unless and until the aggregate amount of all claims exceeds Twenty-Five Thousand Dollars ($25,000.00) (the "Basket Amount"), 10.3(b)(i) or 10.4 hereof, as the case and then such party may be, with respect to any individual item of liability or damage unless and only seek indemnification to the extent all claims exceed the Basket Amount; provided however, that all claims shall count toward the aggregate Basket Amount, regardless of all such claims by Purchaser and LGP under, respectively, whether they exceed the Minimum Claim Amount. Notwithstanding any provision of this Agreement to the contrary notwithstanding, the Minimum Claim Amount and the Purchase and Sale AgreementBasket Amount shall not apply to: (i) the failure of Purchaser to perform, on the one hand, pay or by Sellers, on the other hand, shall be in excess of $200,000, whereupon Purchaser or Sellers, as the case may be, shall be liable for all such claims, damages and liabilities, and the maximum aggregate discharge any liability of the Sellers, on the one hand, and Purchaser and LGP, on the other hand for such claims, damages and liabilities shall be the Escrow Amount. Payments by an indemnifying party assumed pursuant to Section 10.3 shall be limited 1.3; (ii) the failure of Seller to perform, pay or discharge any liability not assumed by Purchaser pursuant to Section 1.3; (iii) any claim relating to Seller's non-compliance with the amount provisions of any liability bulk transfer law or damage that remains the WARN Act; (iv) the operation of the Meridian Business after deducting therefrom the Closing; (v) any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the indemnified party from any third party party's failure to comply with respect thereto. Notwithstanding anything to the contrary contained in its affirmative obligations under this Agreement, no claim by ; or (vi) Seller's indemnification obligations under Section 10.3(f) above or any party hereto may be asserted, nor may any action be commenced against any party hereto, for breach of any representation, warranty, covenant or agreement unless notice thereof is received in writing describing in reasonable detail the facts or circumstances with respect to the subject matter of such claim on or before the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as representations and warranties set forth in the first sentence of Section 10.1, irrespective 3.24 or the first and second sentences of whether the subject matter of such claim or action shall have occurred before, on or after such dateSection 3.7.

Limitation on Indemnities. Except with respect to the representations and warranties contained in Sections 5.1, 5.3, 5.4, 5.9, 5.12 or 5.18, or Sections 6.1 or 6.2, no No claim for ------------------------- indemnification will be made by Purchaser Fiserv and Buyer or the Company, or by the Sellers JWGFC and Seller, under Sections 10.3(a)(i), 10.3(b)(iSection 5.03(a)(i) or 10.4 hereof, as the case may be, (b)(i) hereof with respect to any individual item of liability or damage unless and to the extent that the aggregate of all such claims by Purchaser Fiserv and LGP under, respectively, this Agreement and Buyer or the Purchase and Sale Agreement, on the one handCompany, or by Sellers, on the other hand, shall be in excess of $200,000, whereupon Purchaser or SellersJWGFC and Seller, as the case may be, shall be in excess of $250,000, and neither Fiserv and Buyer or the Company, nor JWGFC and Seller, as the case may be, shall be required to pay or be liable for all the first $250,000 in aggregate amount of such claims, damages and liabilities, and the maximum aggregate liability of the Sellers, on the one hand, and Purchaser and LGP, on the other hand for such claims, damages and liabilities shall be the Escrow Amount. Payments by an indemnifying party pursuant to Section 10.3 5.03 shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually recovered reasonably recoverable by the indemnified party from any third party with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, no claim by any party hereto may be asserted, nor may any action be commenced against any party hereto, for breach of any representation, warranty, covenant or agreement unless notice thereof is received in writing describing in reasonable detail the facts or circumstances with respect to the subject matter of such claim on or before the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 10.1this Agreement, irrespective of whether the subject matter of such claim or action shall have occurred before, on or after such date.

Limitation on Indemnities. Except with respect to the representations and warranties contained in Sections 5.12.01(a), 5.3(b), 5.4(q), 5.9, 5.12 or 5.18(u), or Sections 6.1 2.02 (a), (b), (c) or 6.2(e), or Sections 2.03(a), (b), (c) or (e) of this Agreement, no claim for indemnification will be made by Purchaser Fiserv and/or Buyer or by the Sellers Seller under Sections 10.3(a)(i), 10.3(b)(iSection 5.03(a)(i) or 10.4 hereof, as the case may be, (b)(i) hereof with respect to any individual item of liability or damage (A) unless and to the extent that the aggregate of all such claims by Purchaser and LGP under, respectively, this Agreement and the Purchase and Sale Agreement, on the one hand, Fiserv and/or Buyer or by SellersSeller, on as the other handcase may be, shall be in excess of $200,000250,000, whereupon Purchaser Fiserv and/or Buyer or SellersStock Purchase Execution Version 40 Seller, as the case may be, shall be liable for all such claims, damages and liabilities, liabilities in excess of $250,000 up to a maximum amount equal to Seven Million Dollars ($7,000,000) and (B) unless the maximum aggregate liability claim for indemnification or notice of a claim that is reasonably expected to be a valid claim for indemnification is provided under this Agreement on or before the second anniversary of the Sellers, Closing Date and results in a valid claim for indemnification on or before the one hand, and Purchaser and LGP, on third anniversary of the other hand for such claims, damages and liabilities shall be the Escrow AmountClosing Date. Payments by an indemnifying party pursuant to Section 10.3 5.03 shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the indemnified party from any third party with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, no claim by any party hereto may be asserted, nor may any action be commenced against any party hereto, for breach of any representation, warranty, covenant or agreement unless notice thereof is received in writing describing in reasonable detail the facts or circumstances with respect to the subject matter of such claim on or before the date on which the representation, warranty, covenant covenant, or agreement on which such claim or action is based ceases to survive as set forth in Section 10.15.01, irrespective of whether the subject matter of such claim or action shall have occurred before, on or after such date.