Common use of Limitations to Indemnification Clause in Contracts

Limitations to Indemnification. (a) The maximum amount of indemnifiable Losses that may be recovered from the Company or from Investors, as applicable, shall be an amount equal to the Purchase Price. (b) No party hereto shall have any liability for Losses pursuant to Section 5.1 or Section 5.2 for any indirect, consequential, exemplary or punitive damages, except for (i) such damages that are paid to a third party in connection with a third-party claim and (ii) consequential or indirect damages that are reasonably foreseeable. Any indemnifiable Losses of Investors Related Parties incurred by the Company shall be payable to such Investors Related Parties based on the Investors’ as-converted Beneficial Ownership of the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) no Indemnified Party or any of its Affiliates will be entitled to recover more than one time for any particular Losses under this Agreement and (ii) to the extent an Indemnifying Party has paid any Losses under this Agreement to any Indemnified Party, no other Indemnified Party shall be entitled to recover the same Losses in respect of the claims for which such Losses were paid. (d) Each Indemnified Party shall make reasonable efforts to mitigate or minimize all Losses upon and after becoming aware of any event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable hereunder and, if an Indemnified Party fails to use commercially reasonable efforts to so mitigate any indemnifiable Losses under this sentence, the Indemnifying Party that would otherwise have an indemnity obligation hereunder with respect to such Losses shall have no liability for any portion of such Losses that reasonably would have been avoided or mitigated had the Indemnified Party made such efforts.

Limitations to Indemnification. (a) The maximum amount of indemnifiable Losses that may be recovered by a Purchaser from the Company, or by the Company or from Investorsa Purchaser, as applicable, shall be an amount equal to the Purchase Priceaggregate purchase price paid by such Purchaser to the Company for its Shares under this Agreement (such amount, the “Cap Amount”). (b) No party hereto shall have any liability for Losses pursuant to Section 5.1 6.1 or Section 5.2 6.2 for any indirect, consequential, exemplary or punitive damages, except for (i) such damages that are paid to a third party in connection with a third-party claim and (ii) consequential or indirect damages that are reasonably foreseeable. Any indemnifiable Losses of Investors Related Parties incurred by the Company shall be payable to such Investors Related Parties based on the Investors’ as-converted Beneficial Ownership of the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) no Indemnified Party or any of its Affiliates will be entitled to recover more than one time for any particular Losses under this Agreement and (ii) to the extent an Indemnifying Party has paid any Losses under this Agreement to any Indemnified Party, no other Indemnified Party shall be entitled to recover the same Losses in respect of the claims for which such Losses were paid. (d) Each Indemnified Party shall make reasonable efforts to mitigate or minimize all Losses upon and after becoming aware of any event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable hereunder and, if an Indemnified Party fails to use commercially reasonable efforts to so mitigate any indemnifiable Losses under this sentence, the Indemnifying Party that would otherwise have an indemnity obligation hereunder with respect to such Losses shall have no liability for any portion of such Losses that reasonably would have been avoided or mitigated had the Indemnified Party made such efforts.

Limitations to Indemnification. (a) The maximum amount of indemnifiable Losses that may be recovered from the Company or from InvestorsInvestor, as applicable, shall be an amount equal to the Purchase Price, provided that the maximum amount of indemnifiable Losses that may be recovered from Investor shall not exceed an amount equal to the Purchase Price. (b) No party hereto shall have any liability for Losses pursuant to Section 5.1 or Section 5.2 for any indirect, consequential, exemplary or punitive damages, except for (i) such damages that are paid to a third party in connection with a third-party claim Third Party Claim and (ii) consequential or indirect damages that are reasonably foreseeable. Any indemnifiable Losses of Investors Related Parties incurred by the Company shall be payable to such Investors Related Parties based on the Investors’ as-converted Beneficial Ownership of the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) no Indemnified Party or any of its Affiliates will be entitled to recover more than one time for any particular Losses under this Agreement and (ii) to the extent an Indemnifying Party has paid any Losses under this Agreement to any Indemnified Party, no other Indemnified Party shall be entitled to recover the same Losses in respect of the claims for which such Losses were paid. (d) Each Indemnified Party shall make reasonable efforts to mitigate or minimize all Losses upon and after becoming aware of any event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable hereunder and, if an Indemnified Party fails to use commercially reasonable efforts to so mitigate any indemnifiable Losses under this sentence, the Indemnifying Party that would otherwise have an indemnity obligation hereunder with respect to such Losses shall have no liability for any portion of such Losses that reasonably would have been avoided or mitigated had the Indemnified Party made such efforts.

Limitations to Indemnification. (a) The maximum amount of indemnifiable Losses that may be recovered from the Company or from Investors, collectively, as applicable, shall be an amount equal to the Purchase Price, provided that the maximum amount of indemnifiable Losses that may be recovered from each Investor shall not exceed an amount equal to such Investor’s applicable Purchase Price. (b) No party hereto shall have any liability for Losses pursuant to Section 5.1 or Section 5.2 for any indirect, consequential, exemplary or punitive damages, except for (i) such damages that are paid to a third party in connection with a third-party claim Third Party Claim and (ii) consequential or indirect damages that are reasonably foreseeable. Any indemnifiable Losses of Investors Related Parties incurred by the Company shall be payable to such Investors Related Parties based on the Investors’ as-converted Beneficial Ownership of the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, (i) no Indemnified Party or any of its Affiliates will be entitled to recover more than one time for any particular Losses under this Agreement and (ii) to the extent an Indemnifying Party has paid any Losses under this Agreement to any Indemnified Party, no other Indemnified Party shall be entitled to recover the same Losses in respect of the claims for which such Losses were paid. (d) Each Indemnified Party shall make reasonable efforts to mitigate or minimize all Losses upon and after becoming aware of any event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable hereunder and, if an Indemnified Party fails to use commercially reasonable efforts to so mitigate any indemnifiable Losses under this sentence, the Indemnifying Party that would otherwise have an indemnity obligation hereunder with respect to such Losses shall have no liability for any portion of such Losses that reasonably would have been avoided or mitigated had the Indemnified Party made such efforts.