Common use of Limitations on Indemnification - Buyer Clause in Contracts

Limitations on Indemnification - Buyer. Buyer will not be liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(I) for (a) any Losses of or to Seller or any other person entitled to indemnification from Buyer or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.6 as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION 11.6, be liable exceeds, on an aggregate basis, the Threshold Amount, in which case Buyer will be liable for all such Seller Damages, which will be due and payable within 15 days after Buyer's receipt of a statement therefor.

Limitations on Indemnification - Buyer. Buyer will not be liable -------------------------------------- for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(I) for (a) any Losses of or to Seller or any other person entitled to indemnification from Buyer or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.6 as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION 11.6, be liable exceeds, on an aggregate basis, the Threshold Amount$250,000, in which case Buyer will be liable for all such Seller Damages, which will be due and payable within 15 days after Buyer's receipt of a statement therefor.

Limitations on Indemnification - Buyer. Buyer will not be liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(I) this Agreement for (a) any Losses losses, damages, liabilities, deficiencies or obligations of or to Seller or any other person entitled to indemnification from Buyer or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental incident or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.6 Section 10.8 as "Seller Damages") ), unless and until the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION 11.6Section 10.7, be liable exceeds, on an aggregate basis, the Threshold Amount, in which case sum of $30,000.00 whereupon and whereafter Buyer will be liable for all such Seller DamagesDamages not to exceed the sum of $1,600,000.00, which will be due and payable within 15 days after Buyer's receipt of a statement therefor.

Limitations on Indemnification - Buyer. 11.6.1 Buyer will not be liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(ISection 11.3(a)(i) for (a) any Losses losses, damages, liabilities, deficiencies or obligations of or to Seller or any other person entitled to indemnification from Buyer or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental incident or relating to or resulting from any of the foregoing the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION Section 11.6 as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION Section 11.6, be liable exceeds, on an aggregate basis, the Threshold Amount$10,000, in which case Buyer will be liable for all such Seller Damages, which will be due and payable within 15 days after Buyer's receipt of a statement therefortherefor along with reasonable substantiating documentation. Seller Damages otherwise payable will be reduced to the extent of proceeds, if any, received by Seller of any insurance policy with respect to the same matter that gave rise to such Seller Damages (if not otherwise taken into account in calculating such Seller Damages).

Limitations on Indemnification - Buyer. Buyer will not be --------------------------------------- liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(I11.3.1(I) for (a) any Losses of or to Seller or any other person entitled to indemnification from Buyer or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.6 as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION 11.6, be liable exceeds, on an aggregate basis, the Threshold Amount, in which case Buyer will be liable for all such Seller Damages, which will be due and payable within 15 days after Buyer's receipt of a statement therefor.

Limitations on Indemnification - Buyer. Buyer will not be liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(I10.3(A)(I) for (a) any Losses losses, damages, liabilities, deficiencies or obligations of or to Seller or any other person entitled to indemnification from Buyer Indemnified Party or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental incident or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.6 10.6 as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION 11.610.6, be liable exceeds, on an aggregate basis, the Threshold Amount$3,000,000, in which case Buyer will be liable for all such Seller Damages, which will be due and payable within 15 days after Buyer's receipt of a statement therefor.

Limitations on Indemnification - Buyer. Buyer will not be -------------------------------------- liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(I11.3(a)(i) for (a) any Losses of or to Seller or any other person entitled to indemnification from Buyer or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.6 as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION 11.6, be liable exceeds, on an aggregate basis, the Threshold Amount$50,000, in which case Buyer will be liable for all such Seller Damages, which will be due and payable within 15 days after Buyer's receipt of a statement therefor.

Limitations on Indemnification - Buyer. Buyer will not be -------------------------------------- liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(I) for (a) any Losses of or to Seller or any other person entitled to indemnification from Buyer or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.6 as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION 11.6, be liable exceeds, on an aggregate basis, the Threshold Amount$250,000, in which case Buyer will be liable for all such Seller Damages, which will be due and payable within 15 days after Buyer's receipt of a statement therefor.

Limitations on Indemnification - Buyer. Buyer will not be -------------------------------------- liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(I) for (a) any Losses of or to Seller or any other person entitled to indemnification from Buyer or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.6 as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION 11.6, be liable exceeds, on an aggregate basis, the Threshold Amount$50,000, in which case Buyer will be liable for all such Seller Damages, which will be due and payable within 15 days after Buyer's receipt of a statement therefor.

Limitations on Indemnification - Buyer. Buyer will not be liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(I(a)(i) through (a)(vi) of Section 11.3 for (a) any Losses of or to Seller Sellers or any other person entitled to indemnification from Buyer or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION Section 11.6 as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION Section 11.6, be liable exceeds, on an aggregate basis, the Threshold Amount$175,000, in which case Buyer will be liable for all such Seller DamagesDamages up to $2,000,000, which will be due and payable within 15 days after Buyer's receipt of a statement therefor. In regard to Seller Damages arising under Section 11.3, Buyer's total liability to Sellers shall not exceed $2,000,000. In regard to Seller's Damages arising pursuant to Section 11.3, Buyer shall be liable for indemnification arising thereunder for the period of the applicable statute of limitations.

Limitations on Indemnification - Buyer. Buyer will not be liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(ISection 11.3(a) for (a) any Losses losses, damages, liabilities deficiencies or obligations of or to Seller or any other person entitled to indemnification from Buyer or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental incident or relating to or resulting from any of the foregoing the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION Section 11.6 as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION Section 11.6, be liable exceeds, on an aggregate basis, the Threshold Amounttwenty-five thousand dollars, in which case Buyer will only be liable for all such Seller DamagesDamages in excess of such amount, which will be due and payable within 15 days after Buyer's receipt of a statement therefor.

Limitations on Indemnification - Buyer. Buyer will not be -------------------------------------- liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(I) for (a) any Losses of or to Seller or any other person entitled to indemnification from Buyer or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.6 as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION 11.6, be liable exceeds, on an aggregate basis, the Threshold Amount, in which case Buyer will be liable for all such Seller Damages, which will be due and payable within 15 days after Buyer's receipt of a statement therefor.