Common use of Limitations on Indemnification - Buyer Clause in Contracts

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000 in the aggregate. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for 4 indemnification arising under Section 10.3(a) of this Agreement in respect of all claims by all indemnified parties is $2,700,000 (two million, seven hundred thousand dollars). Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 will apply to: (i) the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.3; (iii) Buyer's obligation to assume and perform the Assumed Obligations and Liabilities; or (iv) any indemnification claims pursuant to Section 10.3(b), 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a))."

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable plus the amounts for which Buyer's Affiliates would be liable under Section 10.3(a) of the Related Agreement (disregarding the provisions of Section 10.6 of the Related Agreement) exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000 in the aggregate. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for 4 indemnification arising under Section 10.3(a) of this Agreement in respect of all claims by all indemnified parties is $2,700,000 24,900,000 (two twenty four million, seven nine hundred thousand dollars). Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 will apply to: (i) the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.3; (iii) Buyer's obligation to assume and perform the Assumed Obligations and Liabilities; or (iv) any indemnification claims pursuant to Section 10.3(b), 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a))."

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable plus the amounts for which Buyer's Affiliates would be liable under Section 10.3(a) of the Related Agreement (disregarding the provisions of Section 10.6 of the Related Agreement) exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000 in the aggregate10,000. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for 4 indemnification arising under Section 10.3(a) of this Agreement and Section 10.3(a) of the Related Agreement in respect of all claims by all indemnified parties is $2,700,000 (two million, seven hundred thousand dollars)35,000,000. Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 will apply to: (i) the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.33.4; (iii) BuyerCompany's obligation to assume and perform the Assumed Obligations and Liabilities; (iv) Buyer's breach of its representations and warranties in Section 5.9; or (ivv) any indemnification claims pursuant to Section 10.3(b), 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a))."

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) 10.3 for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will shall not be included any Losses arising from any single claim that is less than $10,000 in the aggregate. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conductincidental, consequential, exemplary, special, or punitive damages. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for 4 indemnification arising under Section 10.3(a) of this Agreement 10.3 in respect of all claims by all indemnified parties is $2,700,000 (two million, seven hundred thousand dollars)30,000,000. Notwithstanding the preceding, neither the minimum Threshold Amount nor the maximum limits specified in this Section 10.6 will apply to: (i) to the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay , and post-Closing adjustments pursuant to Section 3.3; (iii) , or to Buyer's obligation to assume and perform the Assumed Obligations and Liabilities; or (iv) any indemnification claims pursuant to Section 10.3(b), 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a))and the Threshold Amount will not apply as otherwise provided in this Agreement."

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable plus the amounts for which Buyer's Affiliates would be liable under Section 10.3(a) of the Related Agreement (disregarding the provisions of Section 10.6 of the Related Agreement) exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000 in the aggregate10,000. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for 4 indemnification arising under Section 10.3(a) of this Agreement and Section 10.3(a) of the Related Agreement in respect of all claims by all indemnified parties is $2,700,000 (two million, seven hundred thousand dollars)53,500,000. Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 will apply to: (i) the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.3; (iii) Buyer's obligation to assume and perform the Assumed Obligations and Liabilities; or (iv) any indemnification claims pursuant to Section 10.3(b), 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a))."

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable plus the amounts for which Buyer's Affiliates would be liable under Section 10.3(a) of the Related Agreement (disregarding the provisions of Section 10.6 of the Related Agreement) exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000 in the aggregate10,000. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for 4 indemnification arising under Section 10.3(a) of this Agreement and Section 10.3(a) of the Related Agreement in respect of all claims by all indemnified parties is $2,700,000 (two million, seven hundred thousand dollars)35,000,000. Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 will apply to: (i) the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.3; (iii) Buyer's obligation to assume and perform the Assumed Obligations and Liabilities; or (iv) any indemnification claims pursuant to Section 10.3(b), 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a))."

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable plus the amounts for which Buyer's Affiliates would be liable under Section 10.3(a) of the Related Agreement (disregarding the provisions of Section 10.6 of the Related Agreement) exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000 in the aggregate10,000. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for 4 indemnification arising under Section 10.3(a) of this Agreement in respect of all claims by all indemnified parties is $2,700,000 90,500,000 (two million, seven hundred thousand dollarsNinety Million Five Hundred Thousand Dollars). Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 will apply to: (i) the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.3; (iii) Buyer's obligation to assume and perform the Assumed Obligations and Liabilities; or (iv) any indemnification claims pursuant to Section 10.3(b), 57 63 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a))."

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable plus the amounts for which Buyer's Affiliates would be liable under Section 10.3(a) of the Related Agreement (disregarding the provisions of Section 10.6 of the Related Agreement) exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000 in the aggregate10,000. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for 4 indemnification arising under Section 10.3(a) of this Agreement and Section 10.3(a) of the Related Agreement in respect of all claims by all indemnified parties is $2,700,000 (two million, seven hundred thousand dollars)53,500,000. Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 will apply to: (i) the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.33.4; (iii) BuyerCompany's obligation to assume and perform the Assumed Obligations and Liabilities; (iv) Buyer's breach of its representations and warranties in Section 5.9; or (ivv) any indemnification claims pursuant to Section 10.3(b), 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a))."

Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) 10.3 for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will shall not be included any Losses arising from any single claim that is less than $10,000 in the aggregate. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conductincidental, consequential, exemplary, special, or punitive damages. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for 4 indemnification arising under Section 10.3(a) of this Agreement 10.3 in respect of all claims by all indemnified parties is $2,700,000 (two million, seven hundred thousand dollars)75,000,000. Notwithstanding the preceding, neither the minimum Threshold Amount nor the maximum limits specified in this Section 10.6 will apply to: (i) to the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay , and post-Closing adjustments pursuant to Section 3.3; (iii) , or to Buyer's obligation to assume and perform the Assumed Obligations and Liabilities; or (iv) any indemnification claims pursuant to Section 10.3(b), 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a))and the Threshold Amount will not apply as otherwise provided in this Agreement."