Common use of Certain Limits on Indemnification Clause in Contracts

Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement or otherwise applicable Law, the right of either Party to indemnification under this Section VII or to claim damages as a result of a breach of this Agreement (in either case a "Right"), except for claims of fraud or intentional torts, shall be subject to the following additional limitation terms and conditions: (i) Except for Reserved Claims and suits instituted thereon and Claims for breaches of any representations and warranties contained herein as to which a Party has given the other Party notice including a reasonably specific description of the nature of such Claim on or before such date, no Claim may be made or suit instituted seeking enforcement of or damages in respect of any breaches of any representations and warranties contained in this Agreement after the date which is eighteen (18) months after the Closing Date and any such Claims shall be subject to the Threshold and Cap as provided in (iv) below. "Reserved Claims" shall mean all claims for indemnification under Section VII for breaches of representations and warranties contained in Section XIII(A) (authority), Section XIII(I) (title) or Section XIV(A) (authority) or in any schedule thereto. Reserved Claims shall not be subject to any limitation as to time or monetary amount except as provided in this Section VII.F(i). If an Order is entered or issued in favor of Licensee's claim for indemnification in respect of, or otherwise confirming the existence of, a Reserved Claim, then Licensor shall grant, and hereby grants, to Licensee a license of the same force and effect and subject to the same terms and conditions as the License (except that it shall be nonexclusive), and Licensor shall further use its best efforts to obtain for Licensee all rights to and in the Nestor Technology, Nestor IP and the Assets which the parties ▇▇▇▇▇ded for Licen▇▇▇ ▇o receive and have transferred to it as of the Closing Date (as evidenced by the express terms of this Agreement), with any formal proceedings necessary to secure such rights commenced by Licensor within 30 days of the date of any such Order; provided that Licensee shall not be deemed to waive its rights to any award granted for losses as otherwise herein provided to the extent Licensor is unable to secure all such rights for Licensee and provided, further, that Licensor shall not grant any other party any rights that would otherwise diminish Licensee's intended rights. If Licensor fails to obtain all such intended rights for Licensee or fails to use its best efforts to obtain such rights, Licensor shall be liable to Licensee with respect to any such Reserved Claim up to a maximum of the Consideration for any direct damages and up to an additional maximum of $1,000,000 for any other provable damages suffered by Licensee as a result. No claim may be made or suit instituted seeking enforcement of or damages for a Right in respect of any Reserved Claim more than six (6) years after the date hereof.

Certain Limits on Indemnification. (a) In no event shall (i) the Buyer Indemnified Parties be entitled to indemnification pursuant to this Article XI for any amounts that, in the aggregate, exceed the Base Purchase Price, or (ii) the Seller Indemnified Parties be entitled to indemnification pursuant to this Article XI for any amounts that, in the aggregate, exceed the Base Purchase Price. (b) Notwithstanding anything to the contrary, the Buyer Indemnified Parties and the Seller Indemnified Parties shall be deemed not to have suffered any Loss (whether in contract, tort or otherwise) to the extent that such Loss (i) is accrued, provided or reserved for, or otherwise reflected or taken into account in, the Financial Statements or (ii) arises from any item or matter that is included or otherwise taken into account in Net Working Capital, the CapEx Adjustment or the other provision items of the Closing Statement. (c) Any Loss under this Agreement or otherwise applicable Law, shall be determined without duplication of recovery by reason of the right state of either Party facts giving rise to indemnification under this Section VII or to claim damages as a result of such Loss constituting a breach of this Agreement (in either case a "Right"), except for claims of fraud more than one covenant or intentional torts, shall be subject to the following additional limitation terms and conditions:agreement. (id) Except for Reserved Claims and suits instituted thereon and Claims for breaches of any representations and warranties contained herein as to which a Party has given the other Party notice including a reasonably specific description of the nature of such Claim on or before such date, no Claim may be made or suit instituted seeking enforcement of or damages in respect of any breaches of any representations and warranties contained in this Agreement after the date which is eighteen (18) months after the Closing Date and any such Claims shall be subject to the Threshold and Cap as provided in (iv) below. "Reserved Claims" shall mean all claims for indemnification under Section VII for breaches of representations and warranties contained in Section XIII(A) (authority), Section XIII(I) (title) or Section XIV(A) (authority) or in any schedule thereto. Reserved Claims shall not be subject to any limitation as to time or monetary amount except as provided in this Section VII.F(i). If an Order is entered or issued in favor of Licensee's claim for indemnification in respect of, or otherwise confirming the existence of, a Reserved Claim, then Licensor shall grant, and hereby grants, to Licensee a license of the same force and effect and subject to the same terms and conditions as the License (except that it shall be nonexclusive), and Licensor shall further use its best efforts to obtain for Licensee all rights to and in the Nestor Technology, Nestor IP and the Assets which the parties ▇▇▇▇▇ded for Licen▇▇▇ ▇o receive acknowledges and have transferred to it as agrees that, other than in the case of Fraud, the R&W Policy shall be the sole and exclusive remedy of the Closing Date (as evidenced by the express terms of this Agreement), with Buyer Indemnified Parties for any formal proceedings necessary to secure such rights commenced by Licensor within 30 days of the date of any such Order; provided that Licensee shall not be deemed to waive its rights to any award granted for losses as otherwise herein provided to the extent Licensor is unable to secure and all such rights for Licensee and provided, further, that Licensor shall not grant any other party any rights that would otherwise diminish Licensee's intended rights. If Licensor fails to obtain all such intended rights for Licensee or fails to use its best efforts to obtain such rights, Licensor shall be liable to Licensee Losses with respect to the breach of any such Reserved Claim up representation or warranty contained herein or in any certificate delivered pursuant to a maximum this Agreement that are sustained or incurred by any of the Consideration Buyer Indemnified Parties and, except in the case of Fraud, none of the Sellers, the Consent NewCos or their Affiliates shall have any liability to any Buyer Indemnified Party for any direct damages and up Losses with respect to an additional maximum breaches of $1,000,000 any representation or warranty hereunder. (e) Nothing in this Article XI is intended to affect or limit the ability of Buyer to recover under the R&W Policy for any other provable damages suffered by Licensee as a result. No claim may be made or suit instituted seeking enforcement of or damages for a Right in respect of any Reserved Claim more than six (6) years after the date hereofmatters covered thereunder.