Limitations to Indemnification. The provisions of this Article VII shall be subject to the limitations of the 1940 Act.
Limitations to Indemnification. (a) Seller Indemnitors will have no liability for indemnification with respect to any of the matters described in Section 7.2 unless the total of all Buyer Damages with respect to such matters exceeds a threshold of $250,000, in which event Seller Indemnitors shall have liability for all Buyer Damages in excess of $250,000 as provided in this Section 7.6. Any Buyer Damages arising under Section 4.10 shall not be counted for the purposes of calculating the $250,000 threshold. Seller Indemnitors shall have liability for Buyer Damages and indemnification under this Agreement up to a maximum of $6,000,000 (subject to Section 7.6(b)) solely as follows:
Limitations to Indemnification. (a) The maximum amount of indemnifiable Losses that may be recovered by a Purchaser from the Company, or by the Company from a Purchaser, as applicable, shall be an amount equal to the aggregate purchase price paid by such Purchaser to the Company for its Shares under this Agreement (such amount, the “Cap Amount”).
Limitations to Indemnification. (a) (i) The Company shall not be liable for any indemnifiable Losses that may be recovered by the Purchaser Related Parties (other than for breaches of any Company Fundamental Representations or any covenants of the Company or Fraud) unless and until the amount of such indemnifiable Losses, individually or in the aggregate, exceeds an amount equal to 2.00% of the Purchase Price (the “Indemnity Threshold”), but from and after such time as the indemnifiable Losses of the Purchaser Related Parties exceed the Indemnity Threshold, each applicable Purchaser Related Party shall be entitled to indemnity for the entire amount of all indemnifiable Losses of such Person, and (ii) the Purchaser shall not be liable for any indemnifiable Losses that may be recovered by the Company Related Parties (other than for breaches of any Purchaser Fundamental Representations or any covenants of the Purchaser or Fraud) unless and until the amount of such indemnifiable Losses, individually or in the aggregate, exceeds an amount equal to the Indemnity Threshold, but from and after such time as the indemnifiable Losses of the Company Related Parties exceed the Indemnity Threshold, each applicable Company Related Party shall be entitled to indemnity for the entire amount of all indemnifiable Losses of such Person.
Limitations to Indemnification. (a) The indemnification obligations of a Party (i) with respect to any breach, violation or inaccuracy of any representation or warranty made by such Party contained in this Agreement, other than with respect to those contained in Section 3.2(c) and Section 3.2(e), shall survive the Closing for a period of eighteen (18) months following the Closing Date, (ii) with respect to indemnification obligations relating to Sections 6.12, 6.13, 6.17, 6.18, 6.20, 8.3, 9.2(a)(iii), 9.4 and 11.1 and Article XII, shall survive the Closing indefinitely, and (iii) with respect to all other indemnification obligations, shall survive the Closing for three years following the Closing Date. All claims for indemnification made within the specified survival period shall survive the expiration of such periods.
Limitations to Indemnification. The Purchaser's right to indemnification shall be subject to the following limitations:
Limitations to Indemnification. The indemnification rights and obligations provided for in Section 5.1 are subject to the following limitations:
Limitations to Indemnification. (a) The Stockholders will not have any liability with respect to an Indemnified Person's Claim under Section 6.1(a) unless:
Limitations to Indemnification. (a) The maximum amount of indemnifiable Losses that may be recovered from (i) the Company for any amounts due under Section 6.01 (other than for breaches of Section 3.01, Section 3.02, Section 3.09 or Section 3.13) shall be an amount equal to the Indemnification Cap and (ii) all Purchasers in the aggregate for any amounts due under Section 6.02 (other than for breaches of Section 4.01, Section 4.02 or Section 4.04) shall be an amount equal to the Indemnification Cap; and
Limitations to Indemnification. (i) PAS shall not be required to indemnify any Company Indemnified Party for any breach or inaccuracy in the representations and warranties made by PAS in or pursuant to this Agreement unless (i) the amount of each single claim (or the aggregate amount of a series of claims arising from the same factual matter or event) adjudicated (including by arbitration) or agreed as an Indemnifiable Loss is at least equal to US$100,000 and (ii) the aggregate of all such amounts for which indemnity would otherwise be payable by PAS exceeds US$2,000,000 and then PAS shall only be required to indemnify the Company Indemnified Party for the amount by which such Indemnifiable Losses exceeds US$2,000,000, provided that any Indemnifiable Losses attributable to fraud or the representations and warranties included in Section 4.9 (Taxes) and in Section 4.4(c) (Title to Company Acquired Shares) will not be subject to the limitations set forth in this Section 7.3. Except for Indemnifiable Losses attributable to fraud or the representations and warranties included in Section 4.9 (Taxes) and in Section 4.4(c) (Title to Company Acquired Shares), in which case the total indemnification to be paid by PAS under Article VII shall not exceed the Exchange Value, in no other event shall the total indemnification to be paid by PAS under this Article VII exceed US$15,000,000.
