Common use of Indemnification Amounts Clause in Contracts

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party for any Losses pursuant to this Article VIII to the extent they are the result of any breach of any representation or warranty made by or on behalf of the Indemnifying Party unless and until the dollar amount of all Losses in the aggregate exceed five million dollars ($5,000,000) (the "Basket Amount"), in which case the Indemnifying Party will be obligated to indemnify the Indemnified Party for the total amount of Losses including any amounts which would otherwise not be required to be paid by reason of this Section 8.7(a). (b) Notwithstanding anything to the contrary contained herein, in no event shall the aggregate indemnification obligations of the Seller or any Seller Indemnifying Party pursuant to Section 8.2 or otherwise arising under this Agreement exceed twenty million dollars ($20,000,000); provided further that notwithstanding the foregoing, the Indemnified Party's right to seek indemnification hereunder for any Losses as a result of, in connection with, or relating to or by virtue of: (y) criminal activity or fraud of the other party, or (z) any breach of or inaccuracy in the representations, Warranties or covenants set forth in Section 3.2 (Due Authorization), 3.5 (Capitalization), Section 3.13 (tax matters), or Section 6.8 (Certain Tax Matters) shall not be subject to, or limited by, the limits contained in this Section 8.7(b). (c) Except to the extent payable to a third party asserting a third party indemnification claim, under no circumstances shall an indemnifying party be liable for any consequential, indirect or punitive damages for any misrepresentation or breach of any provision of or any other matter arising pursuant to this Agreement or the Transaction Documents. (d) For purposes of computing any Loss under this Article VIII with respect to any representation, warranty, covenant or agreement that is qualified as to materiality or Material Adverse Effect, the amount of the Loss shall be the entire Loss arising by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Loss in excess of an amount that constitutes a material Loss or in excess of an amount that constitutes a Material Adverse Effect; it being understood and agreed that, notwithstanding anything to the contrary contained in this Section 8.7, the Basket Amount shall continue to remain applicable.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party Parties for any Losses pursuant to this Article VIII X to the extent they are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of the Indemnifying Party unless and until the dollar amount of all Losses in the aggregate exceed five million dollars ($5,000,000) (the "Basket Amount")US$10,000, in which case the Indemnifying Party will be obligated to indemnify the Indemnified Party Parties for the total amount of Losses including any amounts which would otherwise not be required to be paid by reason of this Section 8.7(a). (b) Notwithstanding anything to the contrary contained herein, 10.7; provided that in no event shall the aggregate indemnification obligations of the Seller or any Seller Indemnifying Party pursuant to Section 8.2 10.2(a) or otherwise arising under this Agreement (b) (with respect to Seller) or Section 10.3(a) or (b) (with respect to Purchaser) hereto exceed twenty million dollars ($20,000,000); provided further that notwithstanding US$2,000,000. Notwithstanding the foregoing, none of (i), the Indemnified Party's Parties’ right to seek indemnification hereunder for any Losses as a result of, in connection with, or relating to or by virtue of: (y) arising out of criminal activity or fraud of the other partyIndemnifying Party, (ii) Purchaser’s right to seek indemnification under Section 10.2(c), (d), (e) or (zf) any breach of or inaccuracy in the representations, Warranties (iii) Seller’s right to seek indemnification under Section 10.3(c) or covenants set forth in Section 3.2 (Due Authorizationd), 3.5 (Capitalization), Section 3.13 (tax matters), or Section 6.8 (Certain Tax Matters) shall not be subject to, or limited by, the limits contained in this Section 8.7(b)10.7. (c) Except to the extent payable to a third party asserting a third party indemnification claim, under no circumstances shall an indemnifying party be liable for any consequential, indirect or punitive damages for any misrepresentation or breach of any provision of or any other matter arising pursuant to this Agreement or the Transaction Documents. (d) For purposes of computing any Loss under this Article VIII with respect to any representation, warranty, covenant or agreement that is qualified as to materiality or Material Adverse Effect, the amount of the Loss shall be the entire Loss arising by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Loss in excess of an amount that constitutes a material Loss or in excess of an amount that constitutes a Material Adverse Effect; it being understood and agreed that, notwithstanding anything to the contrary contained in this Section 8.7, the Basket Amount shall continue to remain applicable.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party Parties for any Losses pursuant to this Article VIII X to the extent they are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of the Indemnifying Party unless and until the dollar amount of all Losses in the aggregate exceed five million dollars ($5,000,000) (the "Basket Amount")US$10,000, in which case the Indemnifying Party will be obligated to indemnify the Indemnified Party Parties for the total amount of Losses including any amounts which would otherwise not be required to be paid by reason of this Section 8.7(a). (b) Notwithstanding anything to the contrary contained herein, 10.7; provided that in no event shall the aggregate indemnification obligations of the Seller or any Seller Indemnifying Party pursuant to Section 8.2 10.2(a) or otherwise arising under this Agreement (b) (with respect to Seller) or Section 10.3(a) or (b) (with respect to Purchaser) hereto exceed twenty million dollars ($20,000,000); provided further that notwithstanding US$2,000,000. Notwithstanding the foregoing, none of (i), the Indemnified Party's Parties' right to seek indemnification hereunder for any Losses as a result of, in connection with, or relating to or by virtue of: (y) arising out of criminal activity or fraud of the other partyIndemnifying Party, (ii) Purchaser's right to seek indemnification under Section 10.2(c), (d), (e) or (zf) any breach of or inaccuracy in the representations, Warranties (iii) Seller's right to seek indemnification under Section 10.3(c) or covenants set forth in Section 3.2 (Due Authorizationd), 3.5 (Capitalization), Section 3.13 (tax matters), or Section 6.8 (Certain Tax Matters) shall not be subject to, or limited by, the limits contained in this Section 8.7(b)10.7. (c) Except to the extent payable to a third party asserting a third party indemnification claim, under no circumstances shall an indemnifying party be liable for any consequential, indirect or punitive damages for any misrepresentation or breach of any provision of or any other matter arising pursuant to this Agreement or the Transaction Documents. (d) For purposes of computing any Loss under this Article VIII with respect to any representation, warranty, covenant or agreement that is qualified as to materiality or Material Adverse Effect, the amount of the Loss shall be the entire Loss arising by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Loss in excess of an amount that constitutes a material Loss or in excess of an amount that constitutes a Material Adverse Effect; it being understood and agreed that, notwithstanding anything to the contrary contained in this Section 8.7, the Basket Amount shall continue to remain applicable.