Limitations on Indemnification Obligation. The Sellers shall not be liable for indemnification to Buyer under Sections 10.2(a)(i), and Buyer shall not be liable for indemnification to the Sellers under Section 10.2(c)(i), under this Agreement until the aggregate amount of all Claims of Buyer or the Sellers under Sections 10.2(a)(i) or 10.2(c)(i), as the case may be, exceeds Twenty-Five Thousand Dollars ($25,000) (the “Threshold Amount”), at which time Buyer or the Sellers, as the case may be, shall be entitled to recover the aggregate amount of all Claims, including the Threshold Amount. Buyer shall provide the Sellers, and the Sellers shall provide Buyer, with Notice of all Claims included in the Threshold Amount. The maximum liability of Buyer or the Sellers under this Agreement for indemnification obligations under Sections 10.2(a)(i) or 10.2(c)(i), as the case may be, shall not exceed the Purchase Price (such maximum liability amount, the “Cap”). Notwithstanding the foregoing, the Threshold Amount and the Cap shall not apply: (i) in the event of fraud or willful misrepresentation by the indemnifying party; or (ii) to indemnification obligations for Damages in connection with (x) a breach of the representations and warranties contained in Sections 3.13.1 (“No Violation; Authorization”), 3.4 (“Capitalization”), 3.13 (“Employee Plans; ERISA”), 3.16 (“Taxes”), Section 3.22 (“Environmental Claims”) and 3.33 (“Seller Representations”) or (y) a breach of any covenants of the Company or the Sellers, including, without limitation, Sections 5.2 (“Agreement not to Compete or Solicit, and to Maintain Confidentiality”), 6.6 (“Tax Covenants”) and 6.9 (“Confidentiality Obligations”). For the sole purpose of calculating the amount of monetary damages that Buyer may be entitled to under this Article X (as opposed to determining if there has been a breach of a representation or warranty), the representations and warranties of the Company and the Sellers shall not be deemed qualified by any references to materiality, Material Adverse Effect or Knowledge. All indemnification payments under Section 10.2 shall be deemed adjustments to the Purchase Price.
Limitations on Indemnification Obligation. Neither Homeland nor Golden shall be required to indemnify the other for any direct claim by the other that it has suffered consequential damages or lost profits; nor shall the requirement to indemnify extend to consequential damages or lost profits claimed by a third party and which - but for this Section 6(c) - would be included in the indemnification obligations listed at Sections 6(a) and 6(b) above.
Limitations on Indemnification Obligation. Neither Heron nor GFE shall be required to indemnify the other for any direct claim by the other that it has suffered consequential damages or lost profits; nor shall the requirement to indemnify extend to consequential damages or lost profits claimed by a third party and which — but for this Section 6(c) — would be included in the indemnification obligations listed at Sections 6(a) and 6(b) above.
Limitations on Indemnification Obligation. Notwithstanding anything in this Agreement to the contrary, the liability of the Seller Parties to the Buyer Indemnified Parties with respect to claims for indemnification pursuant to Section 9.2(a) (but not with respect to the Fundamental Representations for which recover shall not be so limited) is subject to the following limitations:
Limitations on Indemnification Obligation. The indemnification obligations of this Article 13 are subject to the following limitations:
Limitations on Indemnification Obligation. The maximum liability of the Sellers to Buyer, and of Buyer to the Sellers, for all Claims and Damages shall be an amount equal to $275,000 (the “Cap”). Notwithstanding the foregoing, the Cap shall not apply: (i) in the event of fraud or willful misrepresentation by the indemnifying party; or (ii) to indemnification obligations for Damages in connection with (x) a breach of Fundamental Representations; (y) the indemnification obligations set forth in clauses (ii)–(vi) of Section 7.2(a); and (z) the indemnification obligations set forth in items (ii)–(iii) of Section 7.2(b).
Limitations on Indemnification Obligation. Seller shall not be liable for indemnification to Buyer under Section 10.2(a)(i), and Buyer shall not be liable for indemnification to Seller under Section 10.2(b)(i), until the aggregate amount of all Claims of Buyer or Seller, as the case may be, exceeds Ten Thousand Dollars ($10,000.00) (the “Threshold Amount”), at which time Buyer or Seller, as the case may be, shall be entitled to recover the aggregate amount of all Claims in excess of the Threshold Amount. The maximum liability of Buyer under this Agreement for indemnification obligations under Section 10.2(b)(i) shall not exceed the Purchase Price, as adjusted, in the aggregate (such maximum liability amount, the “Cap”). Notwithstanding the foregoing, the Threshold Amount and the Cap shall not apply: (i) in the event of fraud or willful misrepresentation by the Indemnifying Party; or (ii) to indemnification obligations for Damages in connection with a breach of the representations and warranties contained in the Fundamental Representations.
Limitations on Indemnification Obligation. Notwithstanding the provisions of Section 1 above,
Limitations on Indemnification Obligation. Neither LWE nor XXXX shall be required to indemnify the other for any direct claim by the other that it has suffered consequential damages or lost profits; nor shall the requirement to indemnify extend to consequential damages or lost profits claimed by a third party and which - but for this Section 6(c) - would be included in the indemnification obligations listed at Sections 6(a) and 6(b) above.
Limitations on Indemnification Obligation. The maximum liability of the Company to Buyer, and of Buyer to the Company, for all Claims and Damages shall be $300,000 (the “Cap”). Notwithstanding the foregoing, the Cap shall not apply: (i) in the event of fraud or willful misrepresentation by the indemnifying party; or (ii) to indemnification obligations for Damages in connection with (x) a breach of the representations and warranties contained in Sections 3.1 (“No Violation”), 3.2 (“Due Organization”), 3.3 (“Authorization”), 3.6 (“Licenses”), 3.10 (“Consents”), 3.14 (“Employees”), 3.16 (“ERISA”), 3.17 (“Taxes”), 3.21 (“Assets and Title”), 3.23 (“Environmental Claims”) and Section 3.29 (“FDA Matters”); (y) the indemnification obligations set forth in clauses (ii)–(vi) and (x)–(y) of Section 8.2(a); and (z) the indemnification obligations set forth in items (ii)–(iii) of Section 8.2(b).
