Limitations and Qualifications. The foregoing opinion is subject to the following comments and qualifications:
Limitations and Qualifications. Notwithstanding any provision of this Section 9 to the contrary, the following limitations and qualifications shall apply to Incentive Bonuses and Partial Incentive Bonuses:
Limitations and Qualifications. The opinions expressed herein are subject to the following qualifications, exceptions and limitations:
Limitations and Qualifications. In addition to the assumptions and qualifications set forth above, the foregoing opinions are also limited by the following qualifications:
Limitations and Qualifications. In addition to the assumptions set forth above, this opinion is subject to the exceptions, limitations, and qualifications set forth below:
Limitations and Qualifications. 41 Section 9.6 Escrow................................................................43 Section 9.7 Escrow Period; Release From Escrow....................................43
Limitations and Qualifications. (a) Notwithstanding anything else set forth herein, an Indemnified Party shall not otherwise be entitled to any indemnification under this Article IX unless and until the Indemnified Parties shall have incurred Losses in the aggregate amount of at least an amount equal to the sum of $100,000 (the "Basket Amount"), in the aggregate, in which case an Indemnifying Party shall be liable to provide indemnification equal to the amount of the cumulative Losses, including the Basket Amount, subject in the case of an indemnifying Shareholder to the provisions of Section 9.6(c) below. An Indemnifying Party shall not be obligated to indemnify an Indemnified Party for Losses in excess of the Merger Consideration in the aggregate, and an indemnifying Shareholder shall not be obligated to indemnify an Indemnified Party for Losses in excess of the Merger Consideration received by such Shareholder (the "Shareholder Cap").
Limitations and Qualifications. 11.3.1 Each of the representations and warranties of the Parent and Survivor made in this Agreement or pursuant hereto and the indemnity obligations set forth in this Section 11.0 or elsewhere in this Agreement shall survive for a period of eighteen (18) months after the Closing Date; provided, however, that the representations and warranties made in Sections 2.1, 2.2, 2.3, 2.4, 3.1, 3.2, 3.4, 3.5, 4.1, 4.2 and 4.3 hereof (the "Excluded Representations and Warranties") and the indemnification obligations of the parties contained in Section 10.2, shall each survive indefinitely (in each case, the "Survival Period"). No claim for the recovery of Indemnifiable Damages based upon the breach of such representations and warranties or upon any of the other indemnity obligations set forth in this Agreement may be asserted by an Indemnified Party after the Survival Period; provided, however, that claims first asserted in writing pursuant to the terms of Section 11.4 within the Survival Period (whether or not the amount of any such claim has become ascertainable within such period) shall not thereafter be barred.
Limitations and Qualifications. Our opinions expressed in Clause 4 above are subject to the following limitations and qualifications:
Limitations and Qualifications. 10.1 The Seller shall not be liable to indemnify the Purchaser with respect to a Warranty Claim to the extent that the matter or circumstance giving rise to that claim:
