Limitations; Exclusive Remedy. The entitlement of any Indemnified Persons to be indemnified pursuant to this Article XI will be subject to each of the following principles or qualifications:
Limitations; Exclusive Remedy. Notwithstanding any contrary provision contained in this Agreement:
Limitations; Exclusive Remedy. (a) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the maximum amount of indemnifiable Losses which may be recovered from (i) Seller arising out of or resulting from the causes set forth in Section 11.2(a) or (ii) Buyer, arising out of or resulting from the causes set forth in Section 11.3(a), be, in each case, greater than an amount, in the aggregate, equal to $420,175.
Limitations; Exclusive Remedy. (a) (i) The Seller Parents shall have no liability with respect to claims under Section 9.2(a) (excluding any breach of any representation or warranty in Sections 3.1, 3.2(a), 3.2(b)(i), 3.2(b)(ii), 3.3(a) or 3.14) in all cases until the total of all Damages (other than De Minimis Damages) with respect to such matters exceeds *** dollars ***, in which event all such Damages shall be recoverable (back to the first dollar of Damages). In no event shall the Seller Parents’ aggregate collective liability for indemnification under Section 9.2(a) (other than in respect of breaches of any of the representations or warranties in Sections 3.1, 3.2(a), 3.2(b)(i), 3.2(b)(ii), 3.3(a) or 3.14) exceed, in the aggregate, *** dollars ***.
Limitations; Exclusive Remedy. (a) If the Closing occurs, (i) Sellers will have no liability for indemnification pursuant to this Article 11 unless, on or before the third anniversary of the Closing Date, Buyer notifies Sellers of a claim specifying the factual basis of that claim in reasonable detail; and (ii) Buyer will have no Liability to Sellers for indemnification pursuant to Section 11.2(a) (and Section 11.2(c) to the extent incidental to 11.2(a)) unless, on or before the third anniversary of the Closing Date, Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail.
Limitations; Exclusive Remedy. (a) Neither Buyer nor Seller shall be entitled to recover under the provisions of this ARTICLE VII, (i) in respect of any individual Loss suffered by the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, unless and until the amount of such Loss, or series of related Losses, exceeds $50,000 (the “De Minimis Threshold”), and (ii) unless and until the aggregate amount of all Losses suffered by the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, exceeds $150,000 in the aggregate (the “Deductible”), it being understood that any individual claim for amounts less than the De Minimis Threshold shall be ignored in determining whether the Deductible has been exceeded.
Limitations; Exclusive Remedy. The Escrow Stock is the sole and exclusive remedy of the Indemnitees against any of the Escrow Stockholders with respect to any matter arising out of or in connection with the Transactional Agreements; provided, however, that no claim against the Escrow Stockholders for fraud, or breach of Section 2.3 shall be subject to the limitations of this paragraph or this Section 9. Any release of the Escrow Stock shall be in accordance with the terms of the Escrow Agreement. Subject to the rights of the Indemnitees set forth in Section 9.7, no Stockholder shall be liable or responsible in any manner whatsoever to the Indemnitees, whether for indemnification or otherwise, except for indemnity as expressly provided in this Section 9. The maximum liability of any Escrow Stockholder under the Transactional Agreements shall be 15% of the Purchaser Common Stock issued to such Escrow Stockholder in the Merger (the "Maximum Liability").
Limitations; Exclusive Remedy. (a) The indemnification provided for in Section 10.02(a) is subject to the following limitations:
Limitations; Exclusive Remedy. (a) Sempra Energy shall have no liability with respect to claims under Section 9.2(a), or claims under Section 9.2(b) based on a breach of or failure to perform or comply with any covenant or agreement of Sempra Energy in Section 7.1, until the total of all Out of Pocket and Tax Damages other than De Minimis Damages with respect to such matters exceeds fifty million dollars ($50,000,000) and then only for the amount by which such Out of Pocket and Tax Damages (other than De Minimis Damages) exceed twenty-five million dollars ($25,000,000); provided that such limitations shall not apply to claims for any breach of the representations or warranties in Section 3.6(c)(ix). Sempra Energy shall have no liability with respect to claims under Section 9.2(f) upon satisfaction or achievement by the SET Companies or their applicable Subsidiaries and Affiliates of the Tritton Performance Levels. In no event shall Sempra Energy’s liability for indemnification under Sections 9.2(a), (b) and (d) exceed $1 billion; provided that such limitations shall not apply to claims for any breach of the representations or warranties in Section 3.6(c)(ix). Sempra Energy will have liability under Section 9.2(a) and Section 9.2(b), only if Sempra Energy receives notice of any claim for Out of Pocket and Tax Damages from the Indemnified Person, specifying the factual basis of the claim in reasonable detail and specifying the amount claimed, within the applicable survival period as defined in Section 9.1 or with respect to Section 7.1 within eighteen (18) months after the Closing Date. Sempra Energy will have liability under Section 9.2(d) only if Sempra Energy receives notice of any claim for Out of Pocket and Tax Damages from the Indemnified Person, specifying the factual basis of the claim in reasonable detail and specifying the amount claimed, on or before the date that is three years from the Closing Date.
Limitations; Exclusive Remedy. Except as elsewhere provided in this Agreement, QCSI shall have no liability to TS or any third party for any alleged infringement, or claim thereof, based upon: (a) any modifications made to the Software (other than those modifications provided by or pursuant to written instructions from QCSI under this Agreement, a professional services agreement with QCSI, or through Maintenance and Support); (b) failure to implement modifications or enhancements as required by QCSI; (c) Use of the Software in connection or in combination with any computer hardware or software not specified in the documentation and not otherwise approved in writing by QCSI (if such infringement or claim could have been avoided by the use of other equipment, devices or software); (d) installation or Use of the Software contrary to the specifications and directions contained in the documentation or other reasonable written instructions of QCSI; (e) the Use of Software other than as strictly permitted under this Agreement or in a manner for which it was not intended or the use of other than the most current release of the Software provided by QCSI as part of maintenance and support (if such claim would have been prevented by the use of such release and, after such fact was adequately notified by QCSI to TS, TS failed to install the new release); or (f) the Use of the allegedly infringing software after being informed in writing of modifications that would have avoided the alleged infringement; or (g) any costs or expenses incurred by TS without QCSI’s prior written consent.
