Limitations and General Indemnification Provisions. (a) Solely for purposes of determining the amount of Losses under this Article VIII (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality or words of similar import or effect will be deemed to have been made without any such qualification.
Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this Article IX, the Indemnitees will not be entitled to receive any indemnification payments under clause (a) of Section 9.2 unless and until the aggregate amount of Losses incurred by the Indemnitees for which they are otherwise entitled to indemnification under this Article IX exceeds the value of one-half percent (0.5%) of the Exchange Consideration (the “Basket”), in which case the Indemnitors shall be obligated to the Indemnitees for the amount of all Losses of the Indemnitees from the first dollar of Losses of the Indemnitees required to reach the Basket, subject to the other limitations herein; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any Company and Sellers Fundamental Representations or (ii) Fraud Claims.
Limitations and General Indemnification Provisions. (a) Except for Fraud Claims and claims under Section 6.2(a)(iv), a Purchaser Indemnified Party shall not be entitled to indemnification pursuant to this ARTICLE VI, until the aggregate amount of all Losses suffered by all Purchaser Indemnified Parties exceeds Hundred Thousand Dollars ($100,000) (the “Basket”), at which point the full amount of all Losses from the first dollar shall be recoverable, and the maximum aggregate amount of indemnification payments to which the Company Indemnifying Parties will be obligated to pay in the aggregate under Section 6.2 shall not exceed an amount equal to value of 10% of the Stockholder Merger Consideration (the “Cap”).
Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this Article VI, the Indemnified Parties will not be entitled to receive any indemnification payments under clause (a) of Section 6.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification under this Article VI exceeds Five Hundred Thousand U.S. Dollars ($500,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any of the representations and warranties of the Company contained in Sections 4.1 (Organization and Standing), 4.2 (Authorization; Binding Agreement), 4.3 (Capitalization), 4.4 (Subsidiaries), and 4.26 (Finders and Brokers) or (ii) Fraud Claims.
Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Indemnified Parties will not be entitled to receive any indemnification payments under Section 6.1 with respect to Special Litigation Indemnity Matters unless and until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification in respect of Special Litigation Indemnity Matters under this Article VI exceeds One Million U.S. Dollars ($1,000,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties in respect of Special Litigation Indemnity Matters from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that for the avoidance of doubt the Basket shall not apply to claims in respect of any Indemnifiable Matters other than the Special Litigation Indemnity Matters.
Limitations and General Indemnification Provisions. (a) Each of the Parties hereto hereby acknowledge and agree that following the Closing, except with respect to actions for specific performance or other equitable remedies (including as provided for in Section 9.10 hereof), the provisions of this Article VI shall be the sole and exclusive remedies of any Indemnified Party for any breach by another Party of this Agreement, and the Parties hereto hereby acknowledge and agree that no Party hereto shall have any remedies or cause of action (whether in contract or in tort) for any statements, communications, disclosures, failures to disclose, representations or warranties not set forth in this Agreement.
Limitations and General Indemnification Provisions. (a) Notwithstanding anything to the contrary in this Agreement and except for Fraud Claims and Special Indemnity Claims:
Limitations and General Indemnification Provisions. (a) Except for Fraud Claims against a Target Company, the maximum aggregate amount of indemnification payments which the Indemnifying Parties will be obligated to pay in the aggregate under Section 6.2 shall not exceed an amount equal to the value of the Escrow Shares in the Escrow Account at the Purchaser Share Price, plus the other Escrow Property.
Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this Article VII, the Purchaser Indemnified Parties will not be entitled to receive any indemnification payments under Section 7.2 until the aggregate amount of Losses incurred by the Purchaser Indemnified Parties exceed $1,000,000 (the “Deductible”), and then the Purchaser Indemnified Parties shall only receive the amount of aggregate Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to indemnification claims (i) for breaches of any of the representations and warranties contained in Sections 5.1, 5.2, 5.3, 5.4 or 5.31 or (ii) that are based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.
Limitations and General Indemnification Provisions. (a) Notwithstanding anything to the contrary in this Agreement:
