Common use of Limitations on Indemnification Obligations Clause in Contracts

Limitations on Indemnification Obligations. (a) The Purchaser Indemnified Parties shall not be entitled to recover for any Losses unless and until such time as the Losses in the aggregate for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder, including the indemnification for Taxes set forth in Article 7, exceed $250,000 (the "Purchaser Loss Threshold"), at which time the Purchaser Indemnified Parties shall be entitled to recover all such Losses in excess of the amount of the Purchaser Loss Threshold. Except for those Losses which arise out of the indemnification for Taxes under Article 7 or a breach of the representations and warranties contained in Section 2.1 (Organization), Section 2.2 (Subsidiaries), Section 2.4 (Execution and Delivery), Section 2.6 (Capitalization), and Section 2.16 (Tax Matters) or actual fraud, in no event shall the Losses for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder exceed, with respect to any Company Stockholder, an amount equal to $6.0 million, and in any event Losses with respect to the indemnification for Taxes under Article 7 or with respect to breaches of Sections 2.1 (Organization), 2.2 (Subsidiaries), 2.4 (Execution and Delivery), 2.6 (Capitalization) and 2.16 (Tax Matters) of this Agreement and actual fraud shall not exceed with respect to a Company Stockholder such Company Stockholder's Pro Rata Portion of the Common Merger Consideration actually received by such Company Stockholder. Each Loss for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder shall be reduced by (i) the amount of any insurance proceeds which the Purchaser Indemnified Parties recover with respect to such Loss; (ii) any indemnity, contribution or other similar payment which the Purchaser Indemnified Parties receive from any third party with respect to such Loss; and (iii) an amount equal to any net Tax Benefits of the Purchaser Indemnified Parties attributable to such Loss. The liability of any Company Stockholder for damages under this Agreement shall be several and not joint, and any assertion of Losses against any Company Stockholder may only be made pro rata based on such Company Stockholder's Pro Rata Portion and limited to the Common Merger Consideration actually received by such Company Stockholder. If a Tax Benefit attributable to a Loss is realized by the Purchaser Indemnified Parties after the taxable year of payment of the Loss, Purchaser shall pay to each Company Stockholder an amount in cash equal to such stockholder's Pro Rata Portion of the amount of such Tax Benefit.

Limitations on Indemnification Obligations. (a) Reductions for Insurance Proceeds and Other Recoveries. The Purchaser Indemnified Parties amount that ------------------------------------------------------ any party (an "Indemnifying Party") is or may be required to pay to any other Person (an "Indemnitee") pursuant to Section 7.03, 7.04 or 7.05, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Indemnifiable Loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to recover for any Losses unless and until such time as the Losses receive in the aggregate for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder, including the indemnification for Taxes set forth in Article 7, exceed $250,000 (the "Purchaser Loss Threshold"), at which time the Purchaser Indemnified Parties shall be entitled to recover all such Losses in excess absence of the amount of the Purchaser Loss Threshold. Except for those Losses which arise out of the foregoing indemnification for Taxes under Article 7 provisions, or a breach of the representations and warranties contained in Section 2.1 (Organization), Section 2.2 (Subsidiaries), Section 2.4 (Execution and Delivery), Section 2.6 (Capitalization), and Section 2.16 (Tax Matters) or actual fraud, in no event shall the Losses for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder exceed, with respect to any Company Stockholder, an amount equal to $6.0 million, and in any event Losses with respect to the indemnification for Taxes under Article 7 or with respect to breaches of Sections 2.1 (Organization), 2.2 (Subsidiaries), 2.4 (Execution and Delivery), 2.6 (Capitalization) and 2.16 (Tax Matters) of this Agreement and actual fraud shall not exceed with respect to a Company Stockholder such Company Stockholder's Pro Rata Portion of the Common Merger Consideration actually received by such Company Stockholder. Each Loss for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder shall be reduced by (i) the amount of any insurance proceeds which the Purchaser Indemnified Parties recover with respect to such Loss; (ii) relieved of the responsibility to pay any indemnity, contribution claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Loss and later receives Insurance Proceeds or other similar payment which amounts in respect of such Indemnifiable Loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the Purchaser Indemnified Parties receive from any third party with respect to such Loss; and (iii) an amount equal to any net Tax Benefits benefit of the Purchaser Indemnified Parties attributable to such Loss. The liability of any Company Stockholder for damages under this Agreement shall be several Indemnifying Party (or Indemnifying Parties) and not joint, and any assertion of Losses against any Company Stockholder may only be made pro rata based on such Company Stockholder's Pro Rata Portion and limited to the Common Merger Consideration actually received by such Company Stockholder. If a Tax Benefit attributable to a Loss is realized by the Purchaser Indemnified Parties after the taxable year of payment of the Loss, Purchaser shall pay to each Company Stockholder an amount in cash the Indemnifying Party, as promptly as practicable after receipt, a sum equal to such stockholder's Pro Rata Portion of the amount of such Tax BenefitInsurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Limitations on Indemnification Obligations. (a) Reductions for Insurance Proceeds and Other Recoveries. The Purchaser Indemnified Parties ------------------------------------------------------ amount that any party (an "Indemnifying Party") is or may be required to pay to any person (an "Indemnitee") pursuant to Section 5.1, Section 5.2 or ----------- ----------- Section 5.3 above, as applicable, shall be reduced (retroactively or ----------- prospectively) by any Insurance Proceeds, other amounts actually recovered from third parties, or amounts recovered pursuant to any Ancillary Agreement, by or on behalf of such Indemnitee in respect of the related Losses. Each of the parties agrees that it shall use its best efforts to collect any such Insurance Proceeds or other amounts to which it or any of its Subsidiaries may be entitled. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Loss shall not delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party; rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. No insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to recover for any Losses unless and until such time as the Losses receive in the aggregate absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which the Purchaser Indemnified Parties are it is obligated, or (iii) entitled to be indemnified hereunder, including the indemnification for Taxes set forth in Article 7, exceed $250,000 (the "Purchaser Loss Threshold"), at which time the Purchaser Indemnified Parties shall be entitled to recover all such Losses in excess of the amount of the Purchaser Loss Threshold. Except for those Losses which arise out of the indemnification for Taxes under Article 7 or a breach of the representations and warranties contained in Section 2.1 (Organization), Section 2.2 (Subsidiaries), Section 2.4 (Execution and Delivery), Section 2.6 (Capitalization), and Section 2.16 (Tax Matters) or actual fraud, in no event shall the Losses for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder exceed, any subrogation rights with respect to any Company Stockholder, obligation arising under the foregoing indemnification provisions. If an amount equal to $6.0 million, and in any event Losses with respect to Indemnitee shall have received the indemnification for Taxes under Article 7 or with respect to breaches of Sections 2.1 (Organization), 2.2 (Subsidiaries), 2.4 (Execution and Delivery), 2.6 (Capitalization) and 2.16 (Tax Matters) of payment required by this Agreement and actual fraud shall not exceed with from an Indemnifying Party in respect to a Company Stockholder such Company Stockholder's Pro Rata Portion of the Common Merger Consideration actually received by such Company Stockholder. Each Loss for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder shall be reduced by (i) the amount of any insurance proceeds which the Purchaser Indemnified Parties recover with Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect to of such Loss; (ii) any indemnity, contribution then such Indemnitee shall hold such Insurance Proceeds or other similar payment which amounts in trust for the Purchaser Indemnified Parties receive from any third party with respect to benefit of such Loss; Indemnifying Party and (iii) an amount equal to any net Tax Benefits of the Purchaser Indemnified Parties attributable to such Loss. The liability of any Company Stockholder for damages under this Agreement shall be several and not joint, and any assertion of Losses against any Company Stockholder may only be made pro rata based on such Company Stockholder's Pro Rata Portion and limited to the Common Merger Consideration actually received by such Company Stockholder. If a Tax Benefit attributable to a Loss is realized by the Purchaser Indemnified Parties after the taxable year of payment of the Loss, Purchaser promptly shall pay to each Company Stockholder an amount in cash such Indemnifying Party a sum equal to such stockholder's Pro Rata Portion of the amount of such Tax BenefitInsurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Loss.

Limitations on Indemnification Obligations. (a) Reductions for Insurance Proceeds and Other ------------------------------------------- Recoveries. The Purchaser Indemnified Parties amount that any party (an "Indemnifying Party") is or may ---------- be required to pay to any person (an "Indemnitee") pursuant to Section 5.1, ----------- Section 5.2 or Section 5.3 above, as applicable, shall be reduced ----------- ----------- (retroactively or prospectively)---by any Insurance Proceeds, other amounts actually recovered from third parties, or amounts recovered pursuant to any Ancillary Agreement, by or on behalf of such Indemnitee in respect of the related Losses. Each of the parties agrees that it shall use its best efforts to collect any such Insurance Proceeds or other amounts to which it or any of its Subsidiaries may be entitled. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Loss shall not delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party; rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. No insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to recover for any Losses unless and until such time as the Losses receive in the aggregate absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which the Purchaser Indemnified Parties are it is obligated, or (iii) entitled to be indemnified hereunder, including the indemnification for Taxes set forth in Article 7, exceed $250,000 (the "Purchaser Loss Threshold"), at which time the Purchaser Indemnified Parties shall be entitled to recover all such Losses in excess of the amount of the Purchaser Loss Threshold. Except for those Losses which arise out of the indemnification for Taxes under Article 7 or a breach of the representations and warranties contained in Section 2.1 (Organization), Section 2.2 (Subsidiaries), Section 2.4 (Execution and Delivery), Section 2.6 (Capitalization), and Section 2.16 (Tax Matters) or actual fraud, in no event shall the Losses for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder exceed, any subrogation rights with respect to any Company Stockholder, obligation arising under the foregoing indemnification provisions. If an amount equal to $6.0 million, and in any event Losses with respect to Indemnitee shall have received the indemnification for Taxes under Article 7 or with respect to breaches of Sections 2.1 (Organization), 2.2 (Subsidiaries), 2.4 (Execution and Delivery), 2.6 (Capitalization) and 2.16 (Tax Matters) of payment required by this Agreement and actual fraud shall not exceed with from an Indemnifying Party in respect to a Company Stockholder such Company Stockholder's Pro Rata Portion of the Common Merger Consideration actually received by such Company Stockholder. Each Loss for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder shall be reduced by (i) the amount of any insurance proceeds which the Purchaser Indemnified Parties recover with Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect to of such Loss; (ii) any indemnity, contribution then such Indemnitee shall hold such Insurance Proceeds or other similar payment which amounts in trust for the Purchaser Indemnified Parties receive from any third party with respect to benefit of such Loss; Indemnifying Party and (iii) an amount equal to any net Tax Benefits of the Purchaser Indemnified Parties attributable to such Loss. The liability of any Company Stockholder for damages under this Agreement shall be several and not joint, and any assertion of Losses against any Company Stockholder may only be made pro rata based on such Company Stockholder's Pro Rata Portion and limited to the Common Merger Consideration actually received by such Company Stockholder. If a Tax Benefit attributable to a Loss is realized by the Purchaser Indemnified Parties after the taxable year of payment of the Loss, Purchaser promptly shall pay to each Company Stockholder an amount in cash such Indemnifying Party a sum equal to such stockholder's Pro Rata Portion of the amount of such Tax BenefitInsurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Loss.

Limitations on Indemnification Obligations. (a) The Purchaser Indemnified Parties shall not amount which any party (an "Indemnifying Party") is or may be entitled required to recover for any pay to an Indemnitee in respect of Indemnifiable Losses unless and until such time as the Losses in the aggregate or other Liability for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder, including the indemnification for Taxes set forth in Article 7, exceed $250,000 (the "Purchaser Loss Threshold"), at which time the Purchaser Indemnified Parties shall be entitled to recover all such Losses in excess of the amount of the Purchaser Loss Threshold. Except for those Losses which arise out of the indemnification for Taxes under Article 7 or a breach of the representations and warranties contained in Section 2.1 (Organization), Section 2.2 (Subsidiaries), Section 2.4 (Execution and Delivery), Section 2.6 (Capitalization), and Section 2.16 (Tax Matters) or actual fraud, in no event shall the Losses for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder exceed, with respect to any Company Stockholder, an amount equal to $6.0 million, and in any event Losses with respect to the indemnification for Taxes under Article 7 or with respect to breaches of Sections 2.1 (Organization), 2.2 (Subsidiaries), 2.4 (Execution and Delivery), 2.6 (Capitalization) and 2.16 (Tax Matters) of this Agreement and actual fraud shall not exceed with respect to a Company Stockholder such Company Stockholder's Pro Rata Portion of the Common Merger Consideration actually received by such Company Stockholder. Each Loss for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder shall be reduced by (i) the amount of any insurance proceeds which the Purchaser Indemnified Parties recover with respect to such Loss; (ii) any indemnity, contribution or other similar payment which the Purchaser Indemnified Parties receive from any third party with respect to such Loss; and (iii) an amount equal to any net Tax Benefits of the Purchaser Indemnified Parties attributable to such Loss. The liability of any Company Stockholder for damages is provided under this Agreement shall be several reduced by any amounts actually received (including, without limitation, Insurance Proceeds actually received) by or on behalf of such Indemnitee (net of increased insurance premiums and not joint, charges related directly and any assertion of Losses against any Company Stockholder may only be made pro rata based on such Company Stockholder's Pro Rata Portion and limited solely to the Common Merger Consideration actually received related Indemnifiable Losses and costs and expenses (including 55 60 reasonable legal fees and expenses) incurred by such Company StockholderIndemnitee in connection with seeking to collect and collecting such amounts) in respect of such Indemnifiable Losses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnitee receives any Indemnity Reduction Amounts in respect of an Indemnifiable Loss for which indemnification is provided under this Agreement after the full amount of such Indemnifiable Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a Tax Benefit attributable partial payment of such Indemnifiable Loss and such Indemnity Reduction Amounts exceeds the remaining unpaid balance of such Indemnifiable Loss, then the Indemnitee shall promptly remit to a Loss is realized the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Purchaser Indemnified Parties after the taxable year Indemnifying Party in respect of payment of the such Indemnifiable Loss, Purchaser shall pay to each Company Stockholder an amount in cash equal to such stockholder's Pro Rata Portion of less (B) the amount of the indemnity payment that would have been due if such Tax BenefitIndemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. Notwithstanding the provisions of this Xxxxxxx 0, xxxx of the parties shall be obligated to indemnify or pay damages to any other party or parties, as the case may be, from and against any Losses arising from or related to this Agreement to the extent that such Losses arise from or related to this Agreement exceed [***] of the Purchase Price; provided, however, that (ai) The Purchaser Indemnified Parties any claims brought by a party against another party or parties for fraud or willful misconduct shall not be entitled subject to recover for any Losses unless the foregoing limitations; and until such (ii) the Contacts Parties’ indemnification obligations pursuant to this Section 8 shall exist only to the extent that, at the time as of an indemnification Claim by Mi Gwang, the Losses Contacts Parties own Mi Gwang Shares which have a market value equal to or in the aggregate for which the Purchaser Indemnified Parties are entitled excess of [***]. Any indemnification funds to be indemnified hereunderprovided or paid by the Contacts Parties pursuant to the provisions of this Section 8 shall come only from the sale or transfer of the Mi Gwang Shares, including and the Contacts Parties shall, never, under any circumstances, have any obligation to pay any indemnification for Taxes set forth in Article 7, exceed $250,000 (the "Purchaser Loss Threshold"), at which time the Purchaser Indemnified Parties shall be entitled to recover all such Losses Claim by Mi Gwang in excess of the amount market value of the Purchaser Loss ThresholdMi Gwang Shares owned by the Contacts Parties. Except for those Losses which arise out Furthermore, notwithstanding the provisions of this Xxxxxxx 0, xxxx of the indemnification for Taxes under Article 7 parties shall be obligated to indemnify or a breach pay damages to any other party or parties, as the case may be, from and against any Losses arising from or related to this Agreement to the extent that such Losses arising from or related to this Agreement do not cumulatively exceed One Hundred Thousand U.S. Dollars ($100,000); provided, however, that this limitation shall not be applicable to any cost, liability or obligation of the representations and warranties contained in Section 2.1 (Organization), Section 2.2 (Subsidiaries), Section 2.4 (Execution and Delivery), Section 2.6 (Capitalization), and Section 2.16 (Tax Matters) or actual fraud, in no event shall the Losses for which the Purchaser Indemnified Contacts Parties are entitled to be indemnified hereunder exceed, with respect to any Company Stockholder, an amount equal to $6.0 million, and in any event Losses with respect to the indemnification for Taxes under Article 7 or with respect to breaches of Sections 2.1 (Organization), 2.2 (Subsidiaries), 2.4 (Execution and Delivery), 2.6 (Capitalization) and 2.16 (Tax Matters) of this Agreement and actual fraud shall not exceed with respect to a Company Stockholder such Company Stockholder's Pro Rata Portion of the Common Merger Consideration actually received by such Company Stockholder. Each Loss for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder shall be reduced by (i) the amount of any insurance proceeds which the Purchaser Indemnified Parties recover with respect to such Loss; (ii) any indemnity, contribution or other similar payment which the Purchaser Indemnified Parties receive from any third party with respect to such Loss; and (iii) an amount equal to any net Tax Benefits of the Purchaser Indemnified Parties attributable to such Loss. The liability of any Company Stockholder for damages under this Agreement shall be several and not joint, and any assertion of Losses against any Company Stockholder may only be made pro rata based on such Company Stockholder's Pro Rata Portion and limited to the Common Merger Consideration actually received by such Company Stockholder. If a Tax Benefit attributable to a Loss is realized expressly assumed by the Purchaser Indemnified Contacts Parties after the taxable year of payment of the Loss, Purchaser shall pay pursuant to each Company Stockholder an amount that certain Reimbursement Agreement in cash equal to such stockholder's Pro Rata Portion of the amount of such Tax Benefitform and content as set forth on Exhibit D hereto.

Limitations on Indemnification Obligations. (a) The Purchaser parties hereto intend that each Liability subject to indemnification, contribution or reimbursement pursuant hereto will be net of (i) all Insurance Proceeds, and (ii) all recoveries, judgments, settlements, contribution, indemnities and other amounts received (including by way of set-off) from all Third Parties, in each case that actually reduce the amount of, or are paid to the applicable indemnitee in respect of, such Liability (“Third Party Proceeds”). Accordingly, the amount that a party (each, an “Indemnifying Party”) is required to pay to each Entity entitled to indemnification hereunder (each an “Indemnified Parties Party”) shall be reduced by all Insurance Proceeds and Third Party Proceeds received by or on behalf of the Indemnified Party in respect of the relevant Liability; provided, however, that all amounts described in Section 9.2 or Section 9.3 which are incurred by an Indemnified Party shall be paid promptly by the Indemnifying Party and shall not be entitled delayed pending any determination as to recover for any Losses unless and until the availability of Insurance Proceeds or Third Party Proceeds; provided, further, that upon such time as payment by or on behalf of an Indemnifying Party to an Indemnified Party in connection with a Third Party Claim, to the Losses in the aggregate for which the Purchaser extent permitted by Applicable Laws such Indemnified Parties are entitled to be indemnified hereunder, including the indemnification for Taxes set forth in Article 7, exceed $250,000 (the "Purchaser Loss Threshold"), at which time the Purchaser Indemnified Parties Party shall be entitled assign its rights to recover all Insurance Proceeds and Third Party Proceeds to the Indemnifying Party and such Losses Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to all events and circumstances in respect of which such Indemnified Party may have with respect to all rights, defenses, and claims relating to such Third Party Claim. If, notwithstanding the second proviso in the preceding sentence, an Indemnified Party receives a payment required to be made under this Article IX (an “Indemnity Payment”) from an Indemnifying Party in respect of a Liability and subsequently receives Insurance Proceeds or Third Party Proceeds in respect of such Liability, then the Indemnified Party shall pay to the Indemnifying Party an amount equal to the excess of the amount paid by the Indemnifying Party over the amount that would have been due if such Insurance Proceeds and Third Party Proceeds had been received before the Indemnity Payment was made. Each EATC UT Entity and each EATC NV Entity shall use reasonable best efforts to seek to collect or recover all Insurance Proceeds and all Third Party Proceeds to which such Entity is entitled in respect of the Purchaser Loss Threshold. Except for those Losses which arise out of the indemnification for Taxes under Article 7 or a breach of the representations and warranties contained in Section 2.1 (Organization), Section 2.2 (Subsidiaries), Section 2.4 (Execution and Delivery), Section 2.6 (Capitalization), and Section 2.16 (Tax Matters) or actual fraud, in no event shall the Losses Liability for which the Purchaser Indemnified Parties are entitled such Entity seeks indemnification pursuant to be indemnified hereunder exceedthis Article IX; provided, with respect however, that such Entity’s inability to collect or recover any Company Stockholder, an amount equal to $6.0 million, and in any event Losses with respect to the indemnification for Taxes under Article 7 such Insurance Proceeds or with respect to breaches of Sections 2.1 (Organization), 2.2 (Subsidiaries), 2.4 (Execution and Delivery), 2.6 (Capitalization) and 2.16 (Tax Matters) of this Agreement and actual fraud Third Party Proceeds shall not exceed with respect to a Company Stockholder such Company Stockholder's Pro Rata Portion of limit the Common Merger Consideration actually received by such Company Stockholder. Each Loss for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder shall be reduced by (i) the amount of any insurance proceeds which the Purchaser Indemnified Parties recover with respect to such Loss; (ii) any indemnity, contribution or other similar payment which the Purchaser Indemnified Parties receive from any third party with respect to such Loss; and (iii) an amount equal to any net Tax Benefits of the Purchaser Indemnified Parties attributable to such Loss. The liability of any Company Stockholder for damages under this Agreement shall be several and not joint, and any assertion of Losses against any Company Stockholder may only be made pro rata based on such Company Stockholder's Pro Rata Portion and limited to the Common Merger Consideration actually received by such Company Stockholder. If a Tax Benefit attributable to a Loss is realized by the Purchaser Indemnified Parties after the taxable year of payment of the Loss, Purchaser shall pay to each Company Stockholder an amount in cash equal to such stockholder's Pro Rata Portion of the amount of such Tax BenefitIndemnifying Party’s obligations hereunder.

Limitations on Indemnification Obligations. Notwithstanding anything to the contrary contained herein, (a) The except to the extent provided below, each Seller shall only be obligated to indemnify the Parent Indemnitees for a Parent Indemnitee's aggregate claim for Damages multiplied by such Seller's percentage interest in the Company as set forth on EXHIBIT A attached hereto (based upon the assumption that Xxx Xxxxx is not a stockholder of the Company); (b) only a Seller that breached the terms of Sections 3.2(d), (f), (h), (k) or (x) or the terms of a Seller Ancillary Document to which such Seller is a party shall be liable to the Purchaser Indemnified Parties Indemnitees for Damages cause by a breach of such section or such agreement, as the case may be; (c) no party hereto shall not be entitled obligated to recover indemnify any other party hereto (i) for any Losses individual claim or related claims for Damages unless the amount of any such claim or related claims exceeds $1,000, and (ii) until such time as the Losses and unless all claims or related claims for Damages in excess of $1,000 exceed $20,000 in the aggregate aggregate, and then, only for which such excess claims; (d) neither Sellers nor the Purchaser Indemnified Parties are entitled to be indemnified hereunder, including the indemnification for Taxes set forth in Article 7, exceed $250,000 (the "Purchaser Loss Threshold"), at which time the Purchaser Indemnified Parties Parent Indemnitees shall be entitled liable for Damages pursuant to recover all such Losses this Article 5 in excess of the amount sum of (i) $500,000 in the Purchaser Loss Threshold. Except aggregate; plus (ii) 50% (but 100% with respect to claims for those Losses which arise out of the indemnification for Taxes Damages under Article 7 Section 5.2(c)(iv) or Section 5.2(a) relating to a breach of the representations and warranties contained set forth in Section 2.1 3.2(j)) of the Contingent Consideration payable to Sellers pursuant to Section 1.5 hereof; plus (Organization), Section 2.2 (Subsidiaries), Section 2.4 (Execution and Delivery), Section 2.6 (Capitalization), and Section 2.16 (Tax Mattersiii) or actual fraud, in no event shall the Losses for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder exceed, with respect to any Company Stockholderclaims for Damages against Sheridan, an amount equal to $6.0 million, and in any event Losses 50% (but 100% with respect to claims for Damages under Section 5.2(c)(iv) or Section 5.2(a) relating to a breach of the indemnification representations and warranties set forth in Section 3.2(j)) of the aggregate compensation owed to Sheridan for Taxes under Article 7 or with respect to breaches of Bonus and Contingent Consideration (as such terms are defined in Sheridan's Employment Agreement); provided, however, that the limitations contained in Sections 2.1 (Organization5.4(a), 2.2 (Subsidiariesc) and (d) shall not apply to claims for Damages resulting from a breach of Section 5.2(c)(iv) or Sections 3.2(d), 2.4 (Execution and Deliveryf), 2.6 (Capitalizationh), (k) and 2.16 or (Tax Mattersx) or a breach of this Agreement and actual fraud a Seller's Ancillary Document; (e) no party hereto shall not exceed with respect to a Company Stockholder such Company Stockholder's Pro Rata Portion of the Common Merger Consideration actually received by such Company Stockholder. Each Loss for which the Purchaser Indemnified Parties are be entitled to be indemnification pursuant to this Article 5 to the extent the indemnified hereunder shall be reduced by (i) the amount of any party receives insurance proceeds which the Purchaser Indemnified Parties recover with respect to such Loss; (ii) any indemnity, contribution or other similar payment which the Purchaser Indemnified Parties receive from any third party with respect to such Lossclaim for Damages; and (iiif) an amount equal to any net Tax Benefits of the Purchaser Indemnified Parties attributable to such Loss. The liability of any Company Stockholder for damages under this Agreement only Sheridan shall be several liable to Parent and not joint, and any assertion the Surviving Corporation for a breach of Losses against any Company Stockholder may only be made pro rata based on such Company Stockholder's Pro Rata Portion and limited to the Common Merger Consideration actually received by such Company Stockholder. If a Tax Benefit attributable to a Loss is realized by the Purchaser Indemnified Parties after the taxable year of payment of the Loss, Purchaser shall pay to each Company Stockholder an amount in cash equal to such stockholder's Pro Rata Portion of the amount of such Tax BenefitSection 3.3 hereof.