Common use of Limitations on Indemnification - Seller Clause in Contracts

Limitations on Indemnification - Seller. Seller will not be liable --------------------------------------- for indemnification arising solely under SECTION 11.2(A)(I) for (a) any Losses of or to Buyer or any other person entitled to indemnification from Seller or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.5 as "Buyer Damages") unless the amount of Buyer Damages for which Seller would, but for the provisions of this SECTION 11.5, be liable exceeds, on an aggregate basis, $20,800 (the "Threshold Amount"), in which case Seller will be liable for all such Buyer Damages, which will be due and payable within 15 days after Seller's receipt of a statement therefor; provided, however, that Seller shall be liable for all rate refunds ordered by any Governmental Authority for periods prior to the Closing Date regardless of whether such refunds equal or exceed the Threshold Amount.

Limitations on Indemnification - Seller. Seller will not be liable --------------------------------------- for indemnification arising solely under SECTION 11.2(A)(I) for (a) any Losses of or to Buyer or any other person entitled to indemnification from Seller or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.5 as "Buyer Damages") unless the amount of Buyer Damages for which Seller would, but for the provisions of this SECTION 11.5, be liable exceeds, on an aggregate basis, $20,800 10,400 (the "Threshold Amount"), in which case Seller will be liable for all such Buyer Damages, which will be due and payable within 15 days after Seller's receipt of a statement therefor; provided, however, that Seller shall be liable for all rate refunds ordered by any Governmental Authority for periods prior to the Closing Date regardless of whether such refunds equal or exceed the Threshold Amount.

Limitations on Indemnification - Seller. Seller will not be liable --------------------------------------- for indemnification arising solely under SECTION 11.2(A)(I) for (a) any Losses of or to Buyer or any other person entitled to indemnification from Seller or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.5 as "Buyer Damages") unless the amount of Buyer Damages for which Seller would, but for the provisions of this SECTION 11.5, be liable exceeds, on an aggregate basis, $20,800 218,800 (the "Threshold Amount"), in which case Seller will be liable for all such Buyer Damages, which will be due and payable within 15 days after Seller's receipt of a statement therefor; provided, however, that Seller shall be liable for all rate refunds ordered by any Governmental Authority for periods prior to the Closing Date regardless of whether such refunds equal or exceed the Threshold Amount.

Limitations on Indemnification - Seller. Seller will not be --------------------------------------- liable --------------------------------------- for indemnification arising solely under SECTION 11.2(A)(I) for (a) any Losses of or to Buyer or any other person entitled to indemnification from Seller or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.5 as "Buyer Damages") unless the amount of Buyer Damages for which Seller would, but for the provisions of this SECTION 11.5, be liable exceeds, on an aggregate basis, $20,800 250,000 (the "Threshold Amount"), in which case Seller will be liable for all such Buyer Damages, which will be due and payable within 15 days after Seller's receipt of a statement therefor; provided, however, that Seller shall be liable for (a) all rate refunds ordered by any Governmental Authority for periods prior to the Closing Date and (b) all federal, state or local taxes determined by any Governmental Authority to be owing for periods prior to the Closing Date, regardless of whether the aggregate amount of such rate refunds equal and/or taxes equals or exceed exceeds the Threshold Amount.

Limitations on Indemnification - Seller. Seller will not be ---------------------------------------- liable --------------------------------------- for indemnification arising solely under SECTION 11.2(A)(I11.2.1(I) for (a) any Losses of or to Buyer or any other person entitled to indemnification from Seller or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.5 as "Buyer Damages") unless the amount of Buyer Damages for which Seller would, but for the provisions of this SECTION 11.5, be liable exceeds, on an aggregate basis, $20,800 250,000 (the "Threshold Amount"), in which case Seller will be liable for all such Buyer Damages, which will be due and payable within 15 days after Seller's receipt of a statement therefor; provided, however, that Seller shall be liable for (a) all rate refunds ordered by any Governmental Authority for periods prior to the Closing Date and (b) all federal, state or local taxes determined by any Governmental Authority to be owing for periods prior to the Closing Date, regardless of whether the aggregate amount of such rate refunds equal and/or taxes equals or exceed exceeds the Threshold Amount.

Limitations on Indemnification - Seller. 11.5.1 Seller will not be liable --------------------------------------- for indemnification arising solely under SECTION 11.2(A)(ISection 11.2(a)(i) for (a) any Losses losses, damages, liabilities, deficiencies or obligations of or to Buyer or any other person entitled to indemnification from Seller or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental incident or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION Section 11.5 as "Buyer Damages") unless the amount of Buyer Damages for which Seller would, but for the provisions of this SECTION Section 11.5, be liable exceeds, on an aggregate basis, $20,800 (the "Threshold Amount")10,000, in which case Seller will be liable for all such Buyer Damages, which will be due and payable within 15 days after Seller's receipt of a statement therefor; provided, however, that Seller shall therefor along with reasonable substantiating documentation. Buyer Damages otherwise payable will be liable for all rate refunds ordered by any Governmental Authority for periods prior reduced to the Closing Date regardless extent of whether proceeds, if any, received by Buyer of any insurance policy with respect to the same matter that gave rise to such refunds equal or exceed the Threshold AmountBuyer Damages (if not otherwise taken into account in calculating such Buyer Damages).