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 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 $50,000, 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 [**] (except for 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 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 $50,00025,000, 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 [**] (except for 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 ------------------------- 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 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 $50,00010,000, 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 [**] the Purchase Price (except for 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 ------------------------- 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 VIII for breaches of representations ------------ and 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 $50,000, 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 [**] (except for 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:

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 $50,00015,000, 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 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 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 $50,00025,000, 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 [**] (except the $10,000,000. Global shall not be obligated to pay any amounts for 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.

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 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 $50,00025,000, 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 Xxxxxx exceed [**] $5,000,000 (except for 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, Xxxxxx or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global Xxxxxx in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global Xxxxxx successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.