Limitations on Indemnity Payments. (a) No claim for indemnification under Section 12.2(a) may be made by the Purchaser Indemnified Parties, and no payment in respect of a claim for indemnification shall be required from Seller, unless and to the extent the aggregate amount of Losses which the Purchaser Indemnified Parties have incurred exceeds $500,000 (the “Basket”), after which Purchaser Indemnified Parties shall be fully indemnified for all Losses, subject to Section 12.5(b), without regard to the Basket; provided, however, that the Basket shall not apply to, and Purchaser Indemnified Parties shall be entitled to indemnification without regard to satisfaction of the Basket with respect to (i) claims for fraud, willful misrepresentation or intentional breach or (ii) claims for breach of the representations or warranties made in Sections 4.1, 4.2, 4.3, 4.6, 4.15 and 4.19.
Limitations on Indemnity Payments. Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of (a) the Company to all Buyer Indemnified Parties taken together for all Buyer Losses under Section 10.1(a)(i) and (b) the Buyer to all Company Indemnified Parties taken together for all Company Losses under Section 10.1(b)(i) shall, in each such case, be limited to a maximum of $1,000,000 (One Million Dollars), and (c) the Company’s obligations with respect to the UK Tax Liability, shall be limited to a maximum of $1,000,000 (One Million Dollars). Notwithstanding anything contained herein to the contrary, (x) the Company shall not be obligated to make any indemnification payment under Section 10.1(a)(i) unless and until the aggregate Buyer Losses sustained by Buyer Indemnified Parties and (y) the Buyer shall not be obligated to make any indemnification payment under Section 10.1(b)(i) unless and until the aggregate Company Losses sustained by Company Indemnified Parties, in each such case, collectively exceeds $200,000 (Two Hundred Thousand Dollars), and then any indemnification with respect to such Buyer Losses or Company Losses shall be made only to the extent of such excess. Notwithstanding the foregoing, the limitations and qualifications set forth in this Section 10.2 shall not apply to indemnification for breaches of the representations and warranties contained in Sections 4.1(a), (b), (c) and (r) and 4.2(a), (b) and (d). The Buyer Indemnified Parties’ remedies with respect to Buyer Losses specified in (i) Sections 10.1(a)(i) and (vii) shall be satisfied by application of the Escrow Funds held pursuant to the Escrow Agreement in accordance with the terms herein and therein, (ii) in Section 10.1(a)(iv) shall be satisfied first by application of the Escrow Funds held pursuant to the Escrow Agreement in accordance with its terms herein and therein, and if any such Buyer Losses shall be in excess of the amount of the Escrow Funds, then the Company shall be obligated to satisfy any such excess amounts, and (iii) Sections 10.1(a)(ii), (iii), (v) and (vi) shall be satisfied by the Company; provided that, if the Company fails to pay amounts due pursuant to this Section 10.2(iii), such amounts may be satisfied by application of the Escrow Funds held pursuant to the Escrow Agreement in accordance with the terms herein and therein. The amount of any Buyer Losses or Company Losses for which indemnification is provided under this Article X shall be reduced to take into a...
Limitations on Indemnity Payments. (a) Seller and Purchaser agree that the indemnification payments under this Article X, when combined with all other indemnification payments made by Seller under this Agreement, in the aggregate, shall not exceed the Purchase Price. The parties agree that payments pursuant to this Article X may (in Purchaser's sole discretion) be paid out of the Indemnification Escrow Amount, provided that there is no requirement that such be the case.
Limitations on Indemnity Payments. The maximum aggregate monetary liability of (i) the Seller to all Buyer Indemnified Parties for all Buyer Losses in the aggregate under and pursuant to Section 10.1(a)(i), and (ii) the Buyer to all the Seller Indemnified Parties for all the Seller Losses in the aggregate under and pursuant to Section 10.1(b)(i) shall, in either such case, be limited to a maximum of $4,830,000. The foregoing limitation shall not apply to the Buyer Losses or the Seller Losses, as applicable, based on fraud, willful breach or intentional misrepresentation of either party. Notwithstanding anything contained herein to the contrary, no party to this Agreement shall be obligated to make any indemnification payment under Section 10.1(a) or Section 10.1(b) as the case may be, unless and until the aggregate amount of Losses sustained by a Buyer Indemnified Party or a Seller Indemnified Party, as the case may be, 49 exceeds $250,000, whereupon the Indemnified Party (as defined below) shall be entitled to recover only such Losses in excess of $250,000. In addition (other than Section 10(a)(ix)), the Seller shall not be obligated to indemnify the Buyer with respect to any indirect, special, incidental, consequential, punitive or non-economic damages of any Buyer Indemnified Party. None of the foregoing limitations of liability shall apply to the Seller’s indemnity obligation under Section 10(a)(ix).
Limitations on Indemnity Payments. 8.6.1 No claim for indemnification under Article 8.1 may be made, and no payment in respect thereof shall be required unless (i) the amount for which the Purchaser seeks payment in relation with any individual Loss or a series of Losses, to the extent that they are caused by the same fact and that they have an identical nature, exceeds Euro 100,000 and (ii) the aggregate amount of Losses against which the Purchaser is entitled to be indemnified exceeds Euro 8 million (it being understood that any Loss not exceeding the Euro 100,000 threshold set forth in clause (i) of this Article 8.6 shall not be counted towards such Euro 8 million threshold) and then, with regards to clause (ii) of this Article 8.6, only for the amount in excess of Euro 5 million. In no event shall the aggregate amount to be paid to the Purchaser hereunder exceed Euro 82.5 million.
Limitations on Indemnity Payments this Article 11. No claim for indemnification under this Article 11 may be made by either Party, and no payment in respect of a claim for indemnification shall be required from either Party, unless the aggregate amount of Losses against which a Party is entitled to be indemnified exceeds Fifty Thousand United States dollars (U.S. $50,000.00), and then only for the amount of such excess. The maximum aggregate amount of Losses against which a Party shall be entitled to be indemnified by the other Party under this Article 11 with respect to all claims thereunder shall be One Million United States dollars (U.S. $1,000,000.00).
Limitations on Indemnity Payments. No claim for indemnification under Section 9.01 may be made by the Purchaser Indemnified Parties, and no payment in respect thereof shall be required from the Sellers, unless the aggregate amount of Damages against which the Purchaser Indemnified Parties are entitled to be indemnified exceeds $2,000,000 (and then only for the amount of such excess); provided, that, any claim for indemnification under Section 9.01 may be made by Purchaser Indemnified Parties for breaches of any of Seller's representations, warranties or covenants relating to (i) Sections 3.01, 3.01A and 4.02, (ii) Sections 3.02 and 3.02A, (iii) Section 3.03 and 3.03A, (iv) Section 9.01(b) and 9.01(c), or (v) Section 6.08(a), without regard to any such limitation. The maximum aggregate amount of Damages against which the Purchaser Indemnified Parties shall be entitled to be indemnified under Section 9.01 with respect to all claims thereunder shall be 70% of the Purchase Price; provided, that, the aggregate amount of Damages incurred by Purchaser for breaches of any of Seller's representations, warranties or covenants relating to (i) Sections 3.01, 3.01A and 4.02, (ii) Sections 3.02 and 3.02A, (iii) Section 3.03 and 3.03A, (iv) Section 9.01(b) and 9.01(c), or (v) Section 6.08(a), against which Purchaser Indemnified Parties shall be entitled to be indemnified under Section 9.01, shall have no limit.
Limitations on Indemnity Payments. (a) (i) No claim for indemnification under Section 10.1(a) may be made by the Purchaser Indemnified Parties, and no payment in respect of such a claim for indemnification shall be required from Seller, unless and to the extent the aggregate amount of Damages which the Purchaser Indemnified Parties have incurred exceeds $1,500,000 (the “Deductible”), after which Purchaser Indemnified Parties shall be indemnified, subject to Sections 10.5(b)(i) and 10.5(c), for all Damages in excess of the Deductible; provided, however, that the Deductible shall not apply to, and Purchaser Indemnified Parties shall be entitled to indemnification without regard to satisfaction of the Deductible with respect to (i) claims for fraud or (ii) claims for breach of the representations or warranties made in the Excepted Sections.
Limitations on Indemnity Payments. 8.7.1 No claim for indemnification under Article 8.1 may be made, and no payment in respect thereof shall be required unless (i) the amount for which the Purchaser seeks payment in relation with any individual Loss or a series of Losses, to the extent that they are caused by the same set of facts and have an identical nature, exceeds the threshold (SEUIL) of Euro sixty thousand (60,000) and (ii) the aggregate amount of Losses against which Purchaser is entitled to be indemnified exceeds the deductible (FRANCHISE) of Euro eight million (8,000,000) (it being understood that any Loss not exceeding the sixty thousand (60,000) Euro threshold (SEUIL) set forth in clause (i) of this Article 8.7.1 shall not be counted towards such Euro eight million (8,000,000) deductible (FRANCHISE)) and then only for the amount that exceeds Euro eight million (8,000,000). Except as set forth in Articles 8.7.2 and 8.7.3, in no event shall the aggregate amount to be paid to the Purchaser hereunder exceed Euro ninety million (90,000,000).
Limitations on Indemnity Payments. The following are subject to the procedures, coverage, limitations, exclusions and exceptions of the R&W Insurance Policy:
