Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller under Sections 3.1, 3.2, 3.3 or 3.17 hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitations), the indemnification provided under this Article [******Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.] VIII shall expire on the third anniversary of the Closing Date. The Seller shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $15,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller to Global exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any ------------------------- party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller Sellers under (i) Sections 3.1, 3.2, 3.3 3.3, ------------ --- --- 3.14, or 3.17 hereof (the indemnification for which shall expire on the ---- ---- expiration of the applicable statute of limitations) or (ii) Section 3.26 hereof ------------ (the indemnification for which shall expire on June 30, 1998), the indemnification provided under this Article [******Certain information on this page has been omitted VIII for breaches of representations ------------ and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.] VIII warranties contained in Article III hereof shall expire on the third first ----------- anniversary of the Closing Date. The Seller Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate ------------ indemnification obligation hereunder exceeds $15,00050,000, whereupon Seller Sellers shall be liable for all amounts for in excess of such amount of which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller Sellers to Global exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller Sellers under Sections Section 3.1, 3.2, 3.3, 3.14 or ----------- --- --- ---- 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in any way ---- ------------ in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global Sellers in connection with this Agreement or in the amount of damages that it can recover from the other Sellers in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that the business engaged in by the Companies may be adversely affected by numerous factors that are outside the control of Sellers and the Companies including, but not limited to, the following: (i) Product lines handled by the Companies could be made obsolete by another manufacturer/vendor and the Companies may not have access to the new technology. (ii) A competitor in the Companies' markets may at any time interrupt or take business from the Companies by offering lower costs, different technology or better services than the Companies. (iii) The business equipment industry is sensitive to changes in the economy and, as a result, could be adversely affected by changes in general economics conditions. (iv) A manufacturer/vendor can incur difficulties delivering products which could adversely affect Companies' ability to meet sales and profit objectives. (v) Any customer of the Companies could be lost for at least a 12-month period because the Companies are underbid in price competitive situations. (vi) Sales personnel could resign at any time and have a negative effect on meeting sales and profit objectives. The parties acknowledge and agree, further, that it is not their intent for Global to be entitled to Indemnification for Indemnifiable Costs which arise out of adverse effects on the Companies' business resulting from any such factors. Notwithstanding the foregoing, Sellers have no knowledge that any of the events listed above have occurred or will occur following the Closing which could result in a Material Adverse Effect on the Company.

Limits on Indemnification. All Indemnifiable Costs sought by any ------------------------- party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller Sellers under Sections 3.1, 3.2, 3.3 or ------------------------- 3.17 hereof (the indemnification for which shall expire on the expiration of the ---- applicable statute of limitations), the indemnification provided under this Article [******Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.] VIII shall expire on the third anniversary of the Closing Date. The Seller Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $15,00010,000, whereupon Seller Sellers shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller Sellers to Global exceed [**] (including the Escrow Amount) Purchase Price (except for successful claims made for any breach of the representations and warranties of Seller Sellers under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price). However nothing in this Article ---------------------- ---- VIII shall limit Global or Seller in any way in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global Sellers in connection with this Agreement or in the amount of damages that it can recover from the other Sellers in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------- any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller under Sections 3.1, ------------- 3.2, 3.3 or 3.17 hereof (the indemnification for which shall expire on the ---------------- expiration of the applicable statute of limitations), the indemnification provided under this Article [******Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.] VIII shall expire on the third anniversary of the Closing Date. The Seller shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $15,00025,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller to Global exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of ---------------------- ---- indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------- any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller under Sections 3.1, ------------- 3.2, 3.3 or 3.17 hereof (the indemnification for which shall expire on the ---------------- expiration of the applicable statute of limitations), the indemnification provided under this Article [******Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.] VIII shall expire on the third anniversary of the Closing Date. The Seller shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $15,00050,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller to Global exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of ---------------------- ---- indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller and Shareholder under Sections 3.1, 3.2, 3.3 or 3.17 3.14 hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitationslimitations except for claims made prior to such date which claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article [******Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.] VIII shall expire on the third second anniversary of the Closing DateDate (except for claims made prior to such date which shall continue after such date until finally resolved). The Seller and Shareholder shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation to which Buyer is entitled hereunder exceeds $15,000150,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. For purposes of Sections 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller and Shareholder to Global Buyer exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global Buyer or Seller and Shareholder in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller and Shareholder or Global Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.conduct

Limits on Indemnification. All Indemnifiable Costs sought by any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller Sellers under Sections 3.13.1,3.2, 3.2---------------- 3.3, 3.3 3.1 4, 3.17 or 3.17 6.5 hereof (the indemnification for which shall expire on indemnification claims must be made ---------------- --- prior to the expiration of the applicable statute of limitationslimitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article [******Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.] VIII shall expire on ------------ the third anniversary of the Closing DateDate (except for claims made prior to such date which shall continue after such date until finally resolved). The Seller Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder ------------ exceeds $15,00025,000, whereupon Seller the Sellers shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller the Sellers to Global and Buyer hereunder exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price). Global and Buyer shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $25,000, whereupon Global and Buyer shall be liable for all amounts for which indemnification may be sought. However nothing in this Article VIII shall limit Global and Buyer or Seller the Sellers in exercising or ------------ securing any remedies provided by applicable common law with respect to the conduct of Seller the Sellers or Global and Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global and Buyer or the Sellers successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------- any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller under Sections 3.1, ------------- 3.2, 3.3 or 3.17 hereof (the indemnification for which shall expire on the ---------------- expiration of the applicable statute of limitations), the indemnification provided under this Article [******Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.] VIII shall expire on the third anniversary of the Closing Date. The Seller shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $15,00025,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller to Global and ▇▇▇▇▇▇ exceed [**] (including the Escrow Amount) $5,000,000 (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which ---------------------- ---- the limit of indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global Global, ▇▇▇▇▇▇ or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global ▇▇▇▇▇▇ in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global ▇▇▇▇▇▇ successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller Sellers under Sections 3.1, ------------- 3.2, 3.3 3.3, 3.17, 3.26 or 3.17 6.5 hereof (the indemnification for which shall expire on indemnification claims must be -------------------- --- made prior to the expiration of the applicable statute of limitationslimitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article [******Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.] VIII shall ------------ expire on the third anniversary of the Closing DateApril 1, 2001 (except for claims made prior to such date which shall continue after such date until finally resolved). The Seller Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification ------------ obligation hereunder exceeds $15,00025,000, whereupon Seller the Sellers shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller the Sellers to the Buyer and Global hereunder exceed [**] (including the Escrow Amount) (except $10,000,000. Global shall not be obligated to pay any amounts for successful claims made for any breach of indemnification under this Article VIII until the representations aggregate ------------ indemnification obligation hereunder exceeds $25,000, whereupon the Buyer and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder Global shall be the Purchase Price)liable for all amounts for which indemnification may be sought. However nothing in this Article VIII shall limit the Buyer, Global or Seller the ------------ Sellers in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller the Sellers, on the one hand, and the Buyer or Global Global, on the other, in connection with this Agreement or in the amount of damages that it either such party can recover from the other party in the event that Global the Sellers, on the one hand, or the Buyer or Global, on the other, successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.