Common use of Indemnification Limits Clause in Contracts

Indemnification Limits. (a) With respect to Buyer Indemnified Representation Costs arising out of a breach of representations and warranties of Seller other than the Seller Exclusions, Seller shall only be obligated to indemnify Buyer Indemnified Parties pursuant to this ARTICLE 8 for an amount in the aggregate of up to Fifteen Percent (15%) of the Purchase Price, as may be adjusted (the "Regular Cap"). (b) With respect to Buyer Indemnified Costs, including those arising out of a breach of the representations and warranties of Seller identified as the Seller Exclusions, Seller shall only be obligated to indemnify Buyer Indemnified Parties pursuant to this ARTICLE 8 for an amount in the aggregate of up to the Purchase Price, as may be adjusted (the "Exclusions Cap"). (c) With respect to Seller Indemnified Representation Costs arising out of a breach of representations and warranties of Buyer other than the Buyer Exclusions, Buyer shall only be obligated to indemnify Seller Indemnified Parties pursuant to this ARTICLE 8 for an amount in the aggregate of up to the Regular Cap. (d) With respect to Seller Indemnified Costs, including those arising out of a breach of the representations and warranties of Buyer identified as the Buyer Exclusions, Buyer shall only be obligated to indemnify Seller Indemnified Parties pursuant to ARTICLE 8 for an amount in the aggregate of up to the Exclusions Cap.

Indemnification Limits. (a) With respect to Buyer Indemnified Representation Costs arising out of a breach of representations and warranties of Seller other than the Seller Exclusions, Seller shall only be obligated to indemnify Buyer Indemnified Parties pursuant to this ARTICLE 8 for an amount in the aggregate of up to Fifteen Percent (15%) of the Purchase Price, as may be adjusted (the "“Regular Cap"”). (b) With respect to Buyer Indemnified Costs, including those arising out of a breach of the representations and warranties of Seller identified as the Seller Exclusions, Seller shall only be obligated to indemnify Buyer Indemnified Parties pursuant to this ARTICLE 8 for an amount in the aggregate of up to the Purchase Price, as may be adjusted (the "“Exclusions Cap"”). (c) With respect to Seller Indemnified Representation Costs arising out of a breach of representations and warranties of Buyer other than the Buyer Exclusions, Buyer shall only be obligated to indemnify Seller Indemnified Parties pursuant to this ARTICLE 8 for an amount in the aggregate of up to the Regular Cap. (d) With respect to Seller Indemnified Costs, including those arising out of a breach of the representations and warranties of Buyer identified as the Buyer Exclusions, Buyer shall only be obligated to indemnify Seller Indemnified Parties pursuant to ARTICLE 8 for an amount in the aggregate of up to the Exclusions Cap.

Indemnification Limits. (a) With respect Anything in this Article Seven to Buyer Indemnified Representation Costs arising out of a breach of representations and warranties of Seller other than the Seller Exclusionscontrary notwithstanding, Seller shall the Securityholders will only be obligated to indemnify the Buyer Indemnified Parties pursuant to this ARTICLE 8 Article Seven for an amount Buyer Indemnified Costs that in the aggregate of up are equal to Fifteen Percent (15%) of or less than the Purchase Price, as may be adjusted Escrow Amount (the "Regular CapEscrow Amount Claims"); provided, however, that (i) with respect to Buyer Indemnified Costs that are Buyer Indemnified Environmental Matters or result from a breach of the Specified Representations, the Securityholders will be obligated to indemnify the Buyer Indemnified Parties pursuant to this Article Seven for Buyer Indemnified Costs that are in the aggregate equal to or less than $12,600,000, less any Escrow Amount Claims previously paid and less any amounts previously paid pursuant to the following clause (ii), and (ii) with respect to Buyer Indemnified Costs that are Buyer Indemnified Taxes, the Securityholders will be obligated to indemnify the Buyer Indemnified Parties pursuant to this Article Seven for Buyer Indemnified Costs that are in the aggregate equal to or less than the Closing Merger Consideration, less any Escrow Amount Claims previously paid and less any amounts previously paid pursuant to the preceding clause (i). For the avoidance of doubt, the foregoing limitations shall not apply to claims pursuant to Section 7.01(a). (b) With respect to Buyer Indemnified Costs, including those arising out of a breach of and the representations and warranties of Seller identified as the Seller Exclusions, Seller shall Surviving Company will only be obligated to indemnify Buyer Indemnified Parties pursuant to this ARTICLE 8 for an amount in the aggregate of up to the Purchase Price, as may be adjusted (the "Exclusions Cap"). (c) With respect to Seller Indemnified Representation Costs arising out of a breach of representations and warranties of Buyer other than the Buyer Exclusions, Buyer shall only be obligated to indemnify Seller Indemnified Parties pursuant to this ARTICLE 8 Article Seven for an amount Seller Indemnified Costs that in the aggregate of up are equal to or less than the Regular CapEscrow Amount. (d) With respect to Seller Indemnified Costs, including those arising out of a breach of the representations and warranties of Buyer identified as the Buyer Exclusions, Buyer shall only be obligated to indemnify Seller Indemnified Parties pursuant to ARTICLE 8 for an amount in the aggregate of up to the Exclusions Cap.