Common use of Indemnity Limitations Clause in Contracts

Indemnity Limitations. Except to the extent arising as a direct result of fraud, willful misconduct or willful concealment by any Warrantor (as the case may be), notwithstanding the foregoing provisions, (i) any Indemnified Party shall be entitled to seek indemnification with respect to any Loss after the aggregate amounts of Losses as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by any Warrantor in or pursuant to this Agreement or any Losses indemnifiable pursuant to Sections 9.1, 9.2, and 9.3 are greater than or equal to US$1,000,000; (ii) the aggregate indemnification liability of the Warrantors under this Agreement with respect to the Investor (including all of its relevant Indemnified Parties) shall be capped at the sum of the Subscription Price and the aggregate amount of the Additional Closing Subscription Price of each then outstanding Special Bond (if any); (iii) the Founder Parties shall bear and assume the relevant indemnification liability only when all the Group Companies fail to satisfy the relevant indemnification liability pursuant to this Agreement in full within thirty (30) days after the claim is duly filed; and (iv) the aggregate indemnification liability of the Founder Parties under this Agreement with respect to the Investor (including all of its relevant Indemnified Parties) shall be limited to the amount equal to the then fair market value of all the Ordinary Shares held by the Founder Parties in the Company as of the date of this Agreement, which such fair market value shall be determined by the Board in good faith.

Indemnity Limitations. Except Notwithstanding anything herein to the extent arising as a direct result of fraudcontrary, willful misconduct or willful concealment by any Warrantor the Seller Parties’ liability for all Capped Claims (as hereinafter defined) shall not exceed an amount equal to Three Million and 00/100 Dollars ($3,000,000.00) in the case may beaggregate (the “Indemnity Cap”). In addition, notwithstanding anything herein to the contrary, no Purchaser Parties Indemnitee shall make any Capped Claim and shall not be entitled to any damages or remedies against the Seller Parties unless and until the aggregate Losses with respect to all Capped Claims, as determined by a final, unappealable decision of a competent court that are the basis for any Capped Claims exceed an amount equal to One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Indemnity Threshold”), notwithstanding in the foregoing provisionsaggregate. In the event the Purchaser Parties Indemnitees’ Losses with respect to any Capped Claims are determined to exceed the Indemnity Threshold, (i) any Indemnified Party the Purchaser Parties Indemnitees shall be entitled to seek indemnification make a claim with respect thereto for the full amount of its Losses (but subject to the Indemnity Cap). The Purchaser Parties Indemnitees’ remedies pursuant to this Section 14 shall be the sole remedy of the Purchaser Parties Indemnitees with respect to Capped Claims. The term “Capped Claim” shall mean any Loss after the aggregate amounts of Losses as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made claim by any Warrantor in or pursuant Purchaser Parties Indemnitee, to this Agreement or the extent permitted hereunder, for any Losses indemnifiable pursuant to Sections 9.1, 9.2, and 9.3 are greater than or equal to US$1,000,000; (ii) breach by the aggregate indemnification liability of the Warrantors under this Agreement Seller Parties with respect to the Investor (including all of its relevant Indemnified Partiesrepresentations and warranties set forth in Sections 9(a)(viii) shall be capped at the sum of the Subscription Price and the aggregate amount of the Additional Closing Subscription Price of each then outstanding Special Bond (if any— Section 9(a)(xxxi); (iii) the Founder Parties shall bear and assume the relevant indemnification liability only when all the Group Companies fail to satisfy the relevant indemnification liability pursuant to this Agreement in full within thirty (30) days after the claim is duly filed; and (iv) the aggregate indemnification liability of the Founder Parties under this Agreement with respect to the Investor (including all of its relevant Indemnified Parties) shall be limited to the amount equal to the then fair market value of all the Ordinary Shares held by the Founder Parties in the Company as of the date of this Agreement, which such fair market value shall be determined by the Board in good faithinclusive.

Indemnity Limitations. Except Notwithstanding Section 9.2(a), Seller shall not be liable to the extent Buyer Indemnified Parties under Section 9.2(a)(i) unless and until the aggregate Losses thereunder (whenever suffered and whether arising as from a direct result single breach or inaccuracy in a representation or warranty or from multiple breaches or inaccuracies of fraud, willful misconduct the same or willful concealment by any Warrantor different representations and warranties) exceed $50,000 (as the case may be“Basket”), notwithstanding after which Seller shall be liable for all Losses, including the foregoing provisionsamount of the Basket; provided that any individual claim or series of related claims arising after the Basket has been satisfied shall not be eligible for indemnification by Seller under Section 9.2(a)(i) unless the aggregate indemnifiable amount of such individual claim or series of related claims is at least equal to $5,000; provided further that the aggregate liability of Seller pursuant to Section 9.2(a)(i) shall not exceed an amount equal to the Escrow Amount less the Shortfall Amount, if any (the “Representation Cap”). Notwithstanding anything to the contrary contained in this Agreement, (i) any Indemnified Party neither the Basket nor the Representation Cap shall be entitled to seek indemnification with respect apply to any Loss after act of fraud or intentional misrepresentation on the aggregate amounts part of Seller or Seller’s obligations to indemnify the Buyer Indemnified Parties for Losses as a result ofunder Sections 9.2(a)(ii) through (vi), or based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by any Warrantor in or pursuant to this Agreement or any Losses indemnifiable pursuant to Sections 9.1, 9.2inclusive, and 9.3 are greater than or equal to US$1,000,000; (ii) Seller’s obligations to indemnify the Buyer Indemnified Parties for Losses under Sections 9.2(a)(i) through (vi), inclusive, shall not exceed an aggregate indemnification liability amount equal to $10,700,000. For the avoidance of the Warrantors under this Agreement with respect to the Investor (including all doubt, any breach or alleged breach of its relevant Indemnified PartiesSection 7.4(b) shall be capped at the sum of the Subscription Price and the aggregate amount of the Additional Closing Subscription Price of each then outstanding Special Bond (if any); (iii) the Founder Parties shall bear and assume the relevant indemnification liability only when deemed for all the Group Companies fail to satisfy the relevant indemnification liability pursuant to this Agreement in full within thirty (30) days after the claim is duly filed; and (iv) the aggregate indemnification liability of the Founder Parties under this Agreement with respect to the Investor (including all of its relevant Indemnified Parties) shall be limited to the amount equal to the then fair market value of all the Ordinary Shares held by the Founder Parties in the Company as of the date purposes of this Agreement, which such fair market value shall Article IX to be determined covered by the Board in good faithSection 9.2(a)(i) rather than by Section 9(a)(ii).

Indemnity Limitations. Except to the extent arising as a direct result of fraud, willful misconduct or willful concealment by any Warrantor (as the case may be), notwithstanding the foregoing provisions, (i) any Indemnified Party shall be entitled to seek indemnification with respect to any Loss after the aggregate amounts of Losses as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by any Warrantor in or pursuant to this Agreement or any Losses indemnifiable pursuant to Sections 9.1, 9.2, and 9.3 are greater than or equal to US$1,000,000; (ii) the aggregate indemnification liability of the Warrantors under this Agreement with respect to the Investor (including all of its relevant Indemnified Parties) shall be capped at the sum of the Subscription Price and the aggregate amount of the Additional Closing Subscription Price of each then outstanding Special Bond (if any); (iii) the Founder Parties shall bear and assume the relevant indemnification liability only when all the Group Companies fail to satisfy the relevant indemnification liability pursuant to this Agreement in full within thirty (30) days after the claim is duly filed; (iv) the Founder Parties shall be exempted and acquitted from any indemnity liabilities provided in this Section 9 as long as the relevant indemnity matter is carried out jointly by Co-CEOs, one of which is appointed by the Investor, or solely by the Founder duly following the instructions or resolutions of the Board and/or Shareholders of the Company; and (ivv) the aggregate indemnification liability of the Founder Parties under this Agreement with respect to the Investor (including all of its relevant Indemnified Parties) shall be limited to the amount equal to the then fair market value of all the Ordinary Shares held by the Founder Parties in the Company as of the date of this Agreement, which such fair market value shall be determined by the Board in good faith.