Limitations on Indemnification Liability Clause Samples

Limitations on Indemnification Liability. Notwithstanding any provision of this Agreement to the contrary, any claims an Indemnified Party makes under this Article XI will be limited as follows:

Limitations on Indemnification Liability. (i) Other than (x) rights to specific performance and injunctive relief with respect to a party’s covenants and agreements under this Agreement, (y) as set forth in Section 11.2(b) or (z) in the event of a Fraudulent Breach, the indemnification provided under Section 10.2 shall be the sole and exclusive remedy of the parties and any other Persons claiming by or through any party (including the Indemnified Parties) following the Closing with respect to this Agreement or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or any breach or failure in performance prior to, on or after the Closing of any covenants or agreements, made by the other parties in this Agreement, any Related Agreements, or in any schedule or exhibit hereto or thereto or any document delivered pursuant to this Agreement, and each party hereby waives, to the full extent that it may do so, any other rights or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2. (ii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreement. (iii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the aggregate liability of Buyer with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be limited to an amount equal to $1,030,000 in the aggregate. (iv) Except for the last sentence of Section 10.2(c)(i), Section 10.2(c) shall not apply to claims arising out of or based upon any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for indemnification under (1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any breach ...

Limitations on Indemnification Liability. Any claims an Indemnified Party makes under this ARTICLE 5 will be limited as follows:

Limitations on Indemnification Liability. Any claims an Indemnified Party makes under this Section IX will be limited as follows:

Limitations on Indemnification Liability. (i) Other than rights to specific performance and injunctive relief with respect to a party’s covenants and agreements under this Agreement or in the event of a Fraudulent Breach, the indemnification provided under Section 10.2 shall be the sole and exclusive remedy of the parties and any other Persons claiming by or through any party (including the Indemnified Parties) with respect to this Agreement or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or warranties, or any breach or failure in performance prior to, on or after the Closing of any covenants or agreements, made by the other parties in this Agreement, any Related Agreements, or in any schedule or exhibit hereto or thereto or any document delivered pursuant to this Agreement, and each party hereby waives, to the full extent that it may do so, any other rights or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable hereunder shall be payable first from the Escrow Fund; following such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this Section 10.2. (ii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation or the representations and warranties contained in Section 5.6 (Intellectual Property)) shall be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreement. Notwithstanding any provision to the contrary contained in this Agreement, the maximum liability of Seller with respect to all indemnification claims under Section 10.2(a)(i) based on any breach or inaccuracy of Seller’s representations and warranties contained in Section 5.6 (Intellectual Property) or under Section 10.2(a)(ii) of this Agreement, shall be limited to the Purchase Price. (iii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the liability of Buyer with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation) shall be limited to an amount equal...

Limitations on Indemnification Liability. Indemnification As Exclusive Remedy

Limitations on Indemnification Liability. Any claims made under this ARTICLE VIII (other than under subsections (b), (c) and (e) of Section 8.2 as provided herein) will be limited as follows:

Limitations on Indemnification Liability. Notwithstanding any provision of this Agreement to the contrary (except for any indemnification relating to Taxes, which shall not be subject to the provisions of Section 12.4(b)), any claims an Indemnified Party makes under this Article XII will be limited as follows:

Limitations on Indemnification Liability. (a) Sellers shall only be required to indemnify Buyer under this Article VIII to the extent that the indemnifiable Damages, individually or in the aggregate, exceed Twenty Thousand Dollars ($20,000) (the "Deductible"), and, in such event, Sellers shall only be required to provide indemnification for the amount of any Damages in excess of the Deductible. The limitations set forth in this Section 8.2(a) shall not apply to Damages due to (i) any Breaches of the Sellers Fundamental Representations, (ii) any Breaches of any post-closing covenants of Sellers, (iii) Sellers' fraud or willful misconduct in connection with this Agreement; and (iv) the matters described in Section 8.3(c) and Section 8.3(d) of this Agreement (collectively, the "Exceptions") (b) The aggregate amount of indemnifiable Damages for which Sellers shall be liable shall not in any event exceed (i) Two Million Dollars ($2,000,000) for claims made during the period from the Closing until six (6) months thereafter, (ii) $1,000,000 for claims made during the seventh (7th) month following the Closing and (iii) $1,000,000 reduced by $80,000 per month for each month following the seventh (7th) month after Closing for claims made following such seventh (7th) month (the amounts described in the preceding clauses (i) through (iii) referred to as the "Cap"). In any event, (i) the amount of the Escrow Fund shall not exceed the Cap and (ii) Sellers' indemnity obligations shall terminate and be of no further force or effect on the eighteen (18) month anniversary of the Closing Date except that the limitations set forth in this Section 8.2(b) shall not apply to Damages due to any of the Exceptions. (c) The rights of the Buyer Indemnified Parties and the Sellers Indemnified Parties, as the case may be, to indemnification under this Article VIII shall constitute the sole and exclusive remedy of the Buyer Indemnified Parties and the Sellers Indemnified Parties, as the case may be, from and after the Closing for any Breach of any provision of this Agreement; provided that nothing herein shall prevent Buyer and Sellers, as the case may be, from seeking the remedies provided pursuant to Section 9.5, and (ii) no Actions may be asserted nor any Actions commenced for indemnification by any Buyer Indemnified Parties and Sellers Indemnified Parties, as the case may be, under Article VIII, unless written notice describing in reasonable detail the facts and circumstances with respect to the subject matter of such Actio...