Limitations on Indemnification by the Sellers. Anything contained in this Agreement to the contrary notwithstanding, the liability of each of the Sellers to provide any indemnification to any Buyer Party and the right of the Buyer Parties to indemnification under Section 9.2 (or otherwise) shall be subject to the following provisions:
Limitations on Indemnification by the Sellers. The indemnification provided for in Sections 9.2(a)(i) and (ii) above is subject to the following limitations:
Limitations on Indemnification by the Sellers. The Sellers 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 Sellers 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.
Limitations on Indemnification by the Sellers. The rights of the Purchaser Indemnitees to indemnification pursuant to Section 8.1 are subject to the following limitations:
Limitations on Indemnification by the Sellers. The Sellers will have no Liability with respect to the matters described in Section 10.1(b)(i) until the total of all Losses with respect to such matters exceeds $15,000 (the “Basket”), at which point the Sellers will be obligated to indemnify for all Losses, to the extent the Losses exceed the amount of the Basket; provided, however, that any claim relating to Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.8 (title to assets), 4.10 (accounts receivable), 4.11 (inventory), 4.15 (taxes), 4.19 (environmental), 4.21 (employee benefits) or 4.26 (brokers) will not be subject to or counted towards the Basket. This Section 10.4 will not apply to any fraudulent or intentional breach of any representation or warranty.
Limitations on Indemnification by the Sellers. The Sellers 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 Sellers 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, Sellers may not assert, directly or indirectly, and hereby waive, 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 Sellers under Section 8.1. Sellers agrees not to make, directly or indirectly, and hereby waives, any claim for indemnification against the Company by reason of the fact that Sellers was a stockholder, director, 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 Sellers or any Affiliate thereof (whether such Proceeding is pursuant to this Agreement or otherwise). 8.6
Limitations on Indemnification by the Sellers. The indemnification provided for in Section 11.2 shall be subject to the following limitations:
Limitations on Indemnification by the Sellers. Notwithstanding the foregoing, the right of Buyer Indemnified Parties to indemnification under Section 12.1 shall be subject to the following provisions:
Limitations on Indemnification by the Sellers. (a) The Buyer Indemnified Parties shall not be entitled to be indemnified for Losses with respect to the matters described in Section 7.1(a)(i) and Section 7.1(b)(i) unless the aggregate of all the Sellers’ indemnification obligations to the Buyer Indemnified Parties exceeds One Hundred Five Thousand Dollars ($105,000.00) (the “Deductible”). Except with respect to claims under Section 7.1(a)(i) or Section 7.1(b)(i) for a breach of the Fundamental Representations, the Sellers’ maximum aggregate liability with respect to the matters described in Section 7.1(a)(i) and Section 7.1(b)(i) shall (1) if the Sellers do not receive any portion of the Contingent Amount, be limited to One Million Five Hundred Seventy Five Thousand Dollars ($1,575,000), or (2) if the Sellers do receive any portion of the Contingent Amount, be limited to Two Million Seven Hundred Thousand Dollars ($2,700,000) (each, the “Cap”). The Sellers’ maximum aggregate liability with respect to (i) claims under Section 7.1(a)(i) or Section 7.1(b)(i) for a breach of the Fundamental Representations, (ii) claims under Section 7.1(a)(ii) or Sections 7.1(b)(ii) – (vii) and (iii) any other liability or other Losses arising under this Agreement shall be limited to an amount equal to the Purchase Price.
Limitations on Indemnification by the Sellers. The Sellers will have no Liability with respect to the matters described in Section 10.1(b) until the total of all Losses with respect to such matters exceeds $30,000 (the “Basket”), at which point the Sellers will be obligated to indemnify for all Losses, to the extent the Losses exceed the amount of the Basket; provided, however, that any claim relating to Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.8 (title to assets), 4.15 (taxes), 4.19 (environmental), 4.21 (employee benefits) or 4.26 (brokers) will not be subject to or counted towards the Basket. This Section 10.4 will not apply to any fraudulent breach of any representation or warranty. For the purposes of this Article X, in computing a “Loss”, the amount of each claim shall be deemed to be an amount (i) net of any Tax benefit actually realized by the Buyer, the Company or any Affiliate as a result of such Loss and (ii) net of any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Buyer, the Company or any Affiliate of either from any third Person with respect thereto. To the extent that the Buyer, the Company or any Affiliate subsequently realizes a Tax benefit for a Loss after the computation of a claim, the Buyer shall pay the amount of such Tax benefit to the Sellers at the time that the amount of such Tax benefit is known, pro rata in accordance with the Sellers ownership interest in the Company as set forth on Schedule 3.2. In no event shall the Sellers be liable for indirect, punitive, exemplary, special or consequential Losses (including, but not limited to, lost profits) pursuant to this Article X.
