Limitation on Indemnity Payments. Notwithstanding anything else contained herein to the contrary, no indemnification payable by an Indemnifying Party in this Article IX shall be required from an Indemnifying Party until the aggregate amount of Damages incurred by an Indemnified Party exceeds $500,000 (the “Deductible”); provided, however, that the Deductible shall be reduced, on a dollar for dollar basis, for any decreases in assets or stockholders equity or increases in liabilities shown in the New Audit when compared with such amounts set forth on the Company Financial Statements that have not been previously taken into account when calculating the Adjusted Working Capital. In the event that an Indemnified Party’s Damages exceed the Deductible, the Indemnifying Party’s obligations will include all Damages from the first dollar. In no event shall the aggregate liability under this Article IX for which the Parent Indemnified Parties may seek indemnification for all claims hereunder exceed the Stock Escrow Amount.
Limitation on Indemnity Payments. Seller’s aggregate liability under Section 10.2 for all claims for Losses incurred by Purchaser shall not in any event exceed the Cash Amount.
Limitation on Indemnity Payments. The Seller shall not be responsible under Section 1(a)(i) for Taxes directly attributable to any action taken after the Closing by the Buyer, any of its Affiliates or any member of Company Group (other than an action contemplated or expressly permitted by this Agreement, the Acquisition Agreement or the Ancillary Agreements or required by law) if such action is taken before the end of the Closing Date. The Seller shall not be responsible under Section 1(a)(i) for any liability to the extent such liability is described on Schedule 12(i). The Seller shall not be liable under Section 1(a)(ii) for Taxes (to the extent described on Schedule 12(ii)) that are attributable to any action taken after the Closing (other than an action contemplated or expressly permitted by this Agreement, the Acquisition Agreement or the Ancillary Agreements or required by law) by the Buyer, any of its Affiliates or any member of Company Group if such action is described in Schedule 12(ii). For the avoidance of doubt, the description of any liability on Schedule 12(i) shall not affect the Seller's liability under Section 1(a)(ii) and the taking of any action described on Schedule 12(ii) shall not affect the Seller's liability under Section 1(a)(i).
Limitation on Indemnity Payments. (a) Notwithstanding anything else contained herein to the contrary, no Claim payable by the Shareholder (or the Company prior to Closing) pursuant to this Article IX shall be required until the aggregate amount of Damages incurred by a Parent Indemnified Party exceeds $1,000,000 (the “Shareholder Deductible”); provided, however, that the Claim payable by the Shareholder (and/or the Company prior to the Closing) shall only include such Damages as exceed the Shareholder Deductible. Notwithstanding the foregoing, the Shareholder Deductible shall not apply to any Claims based upon: (i) breach of any covenants or other obligations contained herein, (ii) breach of the representations and warranties contained in Section 3.03 (Capital Structure), Section 3.04 (Title to Company Common Stock), Section 3.05 (Authority; Execution and Delivery), Sections 3.07(a)(B)(iv) and (vi) (No Conflicts; Consents), Section 3.11 (Taxes), Section 3.19(f)(iii) (Government Contracts), Section 3.12 (Benefit Plans), and (iii) fraud or willful misconduct. Clauses (i), (ii), and (iii) are collectively referred to herein as the “Shareholder Carve-Out Indemnification Obligations.”
Limitation on Indemnity Payments
