Indemnification Amounts. (a) An Indemnitor shall not have liability under Section 8.2 until the aggregate amount of Damages theretofore incurred by the Investor Indemnitees or the Company Indemnitees, as applicable, exceeds an amount equal to $12,500,000 (the "Damage Threshold"), in which case the Investor Indemnitees or the Company Indemnitees, as applicable, shall be entitled to all Damages they have incurred (including without limitation Damages falling below the Damage Threshold), subject to Section 8.3(b) below.
Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this U.S. SPA, Sellers shall not be obligated to indemnify the BRKR Indemnified Parties for any Losses pursuant to this Article IX to the extent they are a result of any claim made pursuant to Section 9.2(a) unless and until the dollar amount of all Losses in the aggregate from claims made pursuant to Section 9.2(a), Section 10.2(a) of the Swiss Merger Agreement and Section 9.2(a) of the German SPA exceed $3,250,000, in which case Sellers will be obligated to indemnify the BRKR Indemnified Parties for the total amount of Losses including any amounts which would otherwise not be required to be paid by reason of this Section 9.5; provided, however, that in no event shall the aggregate indemnification obligations of Sellers pursuant to Sections 9.2(a), (b) or (c) of this U.S. SPA, Sections 10.2(a), (b) or (c) of the Swiss Merger Agreement, and Sections 9.2(a), (b) or (c) of the German SPA exceed Ninety Two Million Dollars ($92,000,000) (the “Indemnity Cap”); provided, further, that notwithstanding the foregoing, the BRKR Indemnified Parties’ right to seek indemnification hereunder for any Losses arising out of (i) criminal activity or fraud (in each case as determined in a final, non-appealable decision by a court of competent jurisdiction) of Sellers or BioSpin U.S. or (ii) Section 3.8 (Ownership of the Shares), Section 3.9 (Withholding Tax), Section 4.3 (Capitalization of BioSpin U.S.), Section 4.4 (Capitalization of the Subsidiaries; Other Interests) or Section 4.17 (Environmental) shall not be subject to, or limited by, the limits contained in this Section 9.5; provided, further, that with respect to any Losses arising out of Section 3.8 (Ownership of Shares) and Section 3.9 (Withholding Tax), the liability of any Seller beyond the Indemnity Cap shall be several and not joint. Notwithstanding the foregoing, no Seller shall have any liability under this Article IX or otherwise under this U.S. SPA in excess of the amount set forth opposite such Seller’s name under the heading “Individual Selling Shareholders’ Indemnity Cap” as set forth on Schedule 9.5.
Indemnification Amounts. 37 7.4. Claims..................................................................38 7.5. Exclusive Remedy........................................................38 7.6. Insurance...............................................................38 7.7. Duplication.............................................................39
Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, neither the Selling Parties on the one hand, nor Parent on the other hand, shall be obligated to indemnify the Parent Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for any Losses pursuant to this Article X unless and until the dollar amount of all Losses incurred in the aggregate by such Parent Indemnified Parties or Selling Parties Indemnified Parties, as applicable, exceeds $500,000 (the “Deductible”), in which case the Selling Parties or Parent, as the case may be, will only be obligated to indemnify the Parent Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for the total amount of Losses in excess thereof; provided, that in no event shall the aggregate indemnification obligations of the Selling Parties or Parent, as the case may be, pursuant to Section 10.2 hereof exceed $15,000,000 (the “Indemnification Cap”); provided, further, that notwithstanding the foregoing, Parent Indemnified Parties’ and Selling Parties Indemnified Parties’ rights to seek indemnification hereunder for any Losses due to, resulting from or arising out of the following shall not be subject to, the Deductible or Indemnification Cap limits contained in this Section 10.6:
Indemnification Amounts. (a) Except as otherwise provided in this Section 8.4(a), (i) the Company shall not have any liability under Section 8.1(a)(i)(A) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $150,000 (the “Company Deductible”), at which time the Company shall be liable for the full amount of all Losses in excess of the Company Deductible and (ii) the Company’s aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Price; provided that, for purposes of this Section 8.4(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the representations and warranties of the Company contained in Article V. Notwithstanding the immediately preceding sentence, the Company shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.3 (Capitalization), Section 5.4 (Officers and Directors), the last sentence of Section 5.7 (Indebtedness), the last sentence of Section 5.8 (Liens on Inventory), the last sentence of Section 5.9 (Liens on Accounts Receivable), the second sentence of Section 5.10(b) (title to Real Property), the second sentence of Section 5.10(c) (title to Personal Property), Section 5.15 (Environmental Matters), Section 5.17 (Taxes), Section 5.18 (Employee Benefits), or Section 5.25 (Brokers).
Indemnification Amounts. Seller shall not have liability under Sections 8.2(a)(i) until the aggregate amount of Buyer’s Losses attributable to indemnification claims for which a Claim Notice was properly delivered to Seller pursuant to Section 8.3 exceeds $4,200,000 (the “Basket Amount”), in which case Buyer shall be entitled to Losses attributable to indemnification claims in an amount up to $56,000,000 in the aggregate (the “Cap Amount”); provided, however, that Seller shall be liable only for the amount by which all Losses (up to the Cap Amount) exceed the Basket Amount; provided, further, that no individual claim for payment of a Loss may be made under Section 8.2(a)(i) unless such claim (together with any related claims) is an amount of $25,000 or greater (the “Individual Claim Threshold”). For purposes of this Article VIII (including determining whether a breach has occurred), the representations and warranties of Seller (other than Section 3.4, clause (ii) of the second sentence of Section 3.8, clauses (f) and (g) of the first sentence of Section 3.9, Section 3.17 and, solely for clarification, other than dollar thresholds) shall not be deemed qualified by any references to materiality or to Material Adverse Effect. Notwithstanding the foregoing, (i) the Individual Claim Threshold, the Basket Amount and the Cap Amount shall not apply to any claim for a breach of the representations and warranties contained in Sections 3.1, 3.6(a) (only the first sentence thereof), 3.11, 3.15 and 3.17 and (ii) the Basket Amount shall not apply to any claim for a breach of the representations and warranties contained in Section 3.13 and the Individual Claim Threshold with respect to any such claim (together with any related claims) shall be deemed to be $10,000 or greater.
Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party for any Damages with respect to breaches of representations and warranties (i) unless and until the amount of Damages arising from or relating to any single circumstance or related circumstances exceeds $25,000 ("Covered Damages"), (ii) unless and until the amount of all such Covered Damages shall in the aggregate equal $12 million (the "Deductible"), and then only to the extent of such amount in excess of the Deductible, and (iii) to the extent that the amount of all such payments by the Indemnifying Party would exceed $150 million; provided, that this Section 7.3 shall not apply to any indemnification by the Seller for Damages relating to, arising out of or resulting from any breach of the representations and warranties contained in Sections 2.2, 2.3, 2.15, 2.19 and 3.2, which indemnification shall not be limited in any respect or by or to any amount. For the sake of clarity, the parties expressly agree that the indemnification rights in Section 4.6 and Section 7.2 with respect to Litigation Damages shall not be subject to the limits set forth in this Section 7.3.
Indemnification Amounts. No Indemnifying Party shall have liability under Sections 8.2(a)(i) or 8.2(b)(i) until the aggregate amount of Losses to an Indemnified Party exceeds $2,625,000 (the "Basket Amount"), in which case the Indemnified Party shall be entitled to Losses in an amount up to 25% of the Purchase Price (the "Cap") in the aggregate; provided, however, that the Indemnifying Party shall be liable only for the amount by which all Losses exceed the Basket Amount and provided, further that the Cap shall be unlimited in respect of all claims for indemnification hereunder other than those under Section 8.2(a)(i) or 8.2(b)(i). Notwithstanding the foregoing, the Basket Amount shall be zero ($0) and the Cap shall equal the Purchase Price with respect to an Indemnifying Party's obligations to indemnify an Indemnified Party under Sections 8.2(a)(i) and 8.2(b)(i) solely with respect to the Special Representations made by the Indemnifying Party.
Indemnification Amounts. 22 SECTION 7.4. Non-Exclusive Remedy.....................................................................23 SECTION 7.5. Certain Limitations......................................................................23 ARTICLE 8 MISCELLANEOUS..........................................................................................23
Indemnification Amounts. Except for any indemnification with respect to Taxes, notwithstanding any provision to the contrary contained in this Agreement, Xxxxxxx shall not be obligated to indemnify World Heart or Newco or Novacor LLC and World Heart and Newco shall not be obligated to indemnify Xxxxxxx, in each case for any Damages with respect to the matters set forth in Section 7.2(a) and (b) hereof (i) unless and until the amount of all such respective Damages shall equal $250,000 in the aggregate, and then only to the extent of such excess or (ii) to the extent such Damages exceed $10 million.
