Common use of Limitations on Indemnification by Buyer Clause in Contracts

Limitations on Indemnification by Buyer. (a) With respect to the matters described in Section 6.2(a), Buyer will have no liability with respect to such matters until Seller Party Indemnitees have suffered Adverse Consequences by reason of all such breaches in excess of the Threshold, after which point Buyer will be obligated to indemnify Seller Party Indemnitees from and against all Adverse Consequences from dollar one; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (a) breaches of any representation made in Sections 2.2(b) and 2.2(d) or (b) any intentional or fraudulent breach of a representation or warranty.

Limitations on Indemnification by Buyer. (a) With respect to the matters described in Section 6.2(a), Buyer will have no liability with respect to such matters until Seller Party Indemnitees have suffered Adverse Consequences by reason of all such breaches in excess of the Threshold, after which point Buyer will be obligated to indemnify Seller Party Indemnitees from and against all Adverse Consequences from dollar onethe first dollar; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (a) breaches of any representation made in Sections 2.2(b) (Authorization of Transaction) and 2.2(d) (Brokers’ Fees) or (b) any intentional or fraudulent breach of a representation or warranty.

Limitations on Indemnification by Buyer. (a) With respect to the matters described in Section 6.2(a), Buyer will have no liability with respect to such matters until Seller Party Indemnitees have suffered Adverse Consequences by reason of all such breaches in excess of the Threshold, after which point Buyer will be obligated to indemnify Seller Party Indemnitees from and against all Adverse Consequences from dollar one; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (a) breaches of any representation made in Sections 2.2(b) (Authorization of Transaction) and 2.2(d) (Brokers’ Fees) or (b) any intentional or fraudulent breach of a representation or warranty.

Limitations on Indemnification by Buyer. (a) With respect to the matters described in Section 6.2(a8.2(a), Buyer will have no liability with respect to such matters until Seller Party Stockholder Indemnitees have suffered Adverse Consequences by reason of all such breaches in excess of the Threshold, after which point Buyer will be obligated to indemnify Seller Party Stockholder Indemnitees from and against all Adverse Consequences from dollar oneexceeding the Threshold; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (a) breaches of any representation made in Sections 2.2(b) (Authorization of Transaction) and 2.2(d) (Brokers’ Fees) or (b) any intentional or fraudulent breach of a representation or warranty.

Limitations on Indemnification by Buyer. (a) With respect to the matters described in Section 6.2(a), Buyer will have no liability with respect to such matters until Seller Party Indemnitees have suffered Adverse Consequences by reason of all such breaches in excess of the Threshold, after which point Buyer will be obligated to indemnify Seller Party Indemnitees from and against all Adverse Consequences from dollar one; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (a) breaches of any representation 44 made in Sections 2.2(b) and 2.2(d) or (b) any intentional or fraudulent breach of a representation or warranty.