Limitations on Indemnification by the Seller. The right to indemnification under Section 7.2 is subject to the following limitations:
Limitations on Indemnification by the Seller. The Seller will have no Liability with respect to the matters described in Section 8.1 until the total of all Losses with respect to such matters exceeds $50,000 (the “Basket”), at which point the Seller will be obligated to indemnify for only Losses exceeding the Basket, subject to the Indemnification Cap set forth in Section 8.1(c) above. The Basket limitation set forth in this Section 8.4 will not apply to any fraudulent or intentional breach of any representation or warranty.
Limitations on Indemnification by the Seller. The Seller will have no Liability with respect to the matters described in Section 8.1(b)(i) until the total of all Losses with respect to such matters exceeds $5,000 (the “Basket”), at which point the Seller will be obligated to indemnify for only Losses exceeding the Basket; provided, however, that any claim relating to Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.15 (taxes), 4.7 (no undisclosed liabilities), 4.8 (title to assets), or 4.28 (brokers) will not be subject to or counted towards the Basket. The Seller’s maximum aggregate Liability with respect to the matters described in Section 8.1(b)(i) will be limited to an amount equal to the total Cash Consideration paid for the transaction (the “Cap”); provided, however, that any claim relating to Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), 4.8 (title to assets), 4.14 (intellectual property), 4.15 (taxes), 4.16 (legal compliance), 4.17 (litigation), 4.19 (environmental) or 4.28 (brokers) will not be subject to the Cap. This Section 8.4 will not apply to any fraudulent or intentional breach of any representation or warranty.
Limitations on Indemnification by the Seller and the Stockholders. ----------------------------------------------------------------- The right of Buyer Indemnified Parties to indemnification under Section 6.1 shall be subject to the following provisions:
Limitations on Indemnification by the Seller. The indemnification provided for in Section 9.3(a)(i) above is subject to the following limitations:
Limitations on Indemnification by the Seller. The Seller will have no Liability with respect to the matters described in Section 8.1(b)(i) until the total of all Losses with respect to such matters exceeds $10,000 (the "Basket"), at which point the Seller will be obligated to indemnify for only Losses exceeding the Basket, subject to the Indemnification Cap set forth in Section 8.1 above. The Basket limitation set forth in this Section 8.4 will not apply to any fraudulent or intentional breach of any representation or warranty. 8.5 Claims Against the Company. Following the Closing, Seller may not assert, directly or indirectly, and hereby waives, any claim, whether for indemnification, contribution, subrogation or otherwise, against the Company with respect to any act, omission, condition or event occurring or existing prior to or on the Closing Date or any obligation of the Seller under Section 8.1. Seller agrees not to make, directly or indirectly, and hereby waives, any claim for indemnification against the Company by reason of the fact that Seller was a member, manager, officer, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, Losses, expenses or otherwise and whether such claim is pursuant to any Law, Organizational Document, Contract or otherwise) with respect to any Proceeding brought by the Buyer or the Company against the Seller or any Affiliate thereof (whether such Proceeding is pursuant to this Agreement or otherwise). 28 8.6
Limitations on Indemnification by the Seller. The Seller's obligation to indemnify the Purchaser hereunder shall expire and terminate as set forth in Section 11.1(a). The Seller shall be obligated to indemnify the Purchaser for Losses only to the extent that the Purchaser's Losses exceed $100,000 in the aggregate, in which event the Purchaser shall be entitled to indemnification in the amount of all of its Losses, including such $100,000 basket, up to the amount of the Purchase Price; provided, however, that such $100,000 basket shall not apply to Losses under Sections 12.1(vi) or 12.1(vii). In no event shall the Seller be liable to the Purchaser under or in respect of this Agreement, including but not limited to Section 12.1 hereof, in an amount or amounts in the aggregate in excess of the Purchase Price. Further, in no event shall the Seller be liable for breaches of the Seller's representations and warranties under Section 4.9 relating to title to the Real Property in an amount in excess of $2,700,000, and the Purchaser agrees to look first for recovery of Losses related thereto from title insurance on the Real Property. Further, any Losses by the Purchaser related to repairs or similar work after the Closing Date on products manufactured or delivered on or prior to the Closing Date upon which the applicable express warranty has expired shall not count toward the $100,000 basket.
Limitations on Indemnification by the Seller. Notwithstanding the -------------------------------------------- provisions of Section 15.2, the Seller shall indemnify the Buyer for the Buyer's indemnifiable losses up to a maximum amount of $200,000.00; and the Seller shall have no liability to indemnify the Buyer hereunder for indemnifiable losses to the extent such losses exceed $200,000.00.
Limitations on Indemnification by the Seller. (a) With the exception of Section 2.8 above, the Purchaser and/or its Affiliates shall not seek, or be entitled to, indemnification from the Seller and/or its Affiliates for any Damages, unless and until the aggregate amount of all such Damages incurred exceeds Two Hundred Fifty Thousand Dollars ($250,000.00) in which event such Damages may be claimed only to the extent that they exceed Two Hundred Fifty Thousand Dollars ($250,000.00).
Limitations on Indemnification by the Seller. Anything contained in this Agreement to the contrary notwithstanding, the Liability of the Seller to provide any indemnification to any Buyer Indemnified Party and the right of the Buyer Indemnified Parties to indemnification under Section 6(a) shall be subject to the following provisions:
