Common use of Certain Limits on Indemnification Clause in Contracts

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 items of the Closing Statement. (c) Any Loss under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one covenant or agreement. (d) ▇▇▇▇▇ acknowledges and agrees that, other than in the case of Fraud, the R&W Policy shall be the sole and exclusive remedy of the Buyer Indemnified Parties for any and all Losses with respect to the breach of any representation or warranty contained herein or in any certificate delivered pursuant to this Agreement that are sustained or incurred by any of the 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 Losses with respect to breaches of 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 matters covered thereunder.

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 (a) In no event 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 Buyer Indemnified Parties other Party notice including a reasonably specific description of the nature of such Claim on or before such date, no Claim may be entitled to indemnification pursuant to made or suit instituted seeking enforcement of or damages in respect of any breaches of any representations and warranties contained in this Article XI for Agreement after the date which is eighteen (18) months after the Closing Date and any amounts that, in the aggregate, exceed the Base Purchase Price, or (ii) the Seller Indemnified Parties such Claims shall be entitled to indemnification pursuant to this Article XI for any amounts that, in the aggregate, exceed the Base Purchase Price. (b) Notwithstanding anything subject to the contraryThreshold 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), the Buyer Indemnified Parties and the Seller Indemnified Parties Section XIII(I) (title) or Section XIV(A) (authority) or in any schedule thereto. Reserved Claims shall not be deemed not subject to have suffered any Loss (whether limitation as to time or monetary amount except as provided in contract, tort this Section VII.F(i). If an Order is entered or otherwise) to the extent that such Loss (i) is accrued, provided or reserved forissued in favor of Licensee's claim for indemnification in respect of, or otherwise reflected or taken into account inconfirming the existence of, the Financial Statements or (ii) arises from any item or matter that is included or otherwise taken into account in Net Working Capitala Reserved Claim, the CapEx Adjustment or the other items then Licensor shall grant, and hereby grants, to Licensee a license of the Closing Statement. same force and effect and subject to the same terms and conditions as the License (c) Any Loss under this Agreement except that it shall be determined without duplication of recovery by reason of nonexclusive), and Licensor shall further use its best efforts to obtain for Licensee all rights to and in the state of facts giving rise to such Loss constituting a breach of more than one covenant or agreement. (d) Nestor Technology, Nestor IP and the Assets which the parties ▇▇▇▇▇ded for Licen▇▇▇ acknowledges ▇o receive and agrees thathave 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 than in the case of Fraudparty 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, the R&W Policy Licensor shall be the sole and exclusive remedy of the Buyer Indemnified Parties for any and all Losses liable to Licensee with respect to any such Reserved Claim up to a maximum of the breach 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 representation or warranty contained herein or in any certificate delivered pursuant to this Agreement that are sustained or incurred by any of Reserved Claim more than six (6) years after the 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 Losses with respect to breaches of any representation or warranty hereunderdate hereof. (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 matters covered thereunder.