Common use of Indemnification Limits Clause in Contracts

Indemnification Limits. (a) Except for fraud, the indemnification provisions set forth in this Article 4 shall be the exclusive remedy for the Indemnified Party for a breach of any representation, warranty or covenant by the Indemnifying Party and shall be in lieu of any rights the Indemnified Party may have under law or in equity with respect to any such breaches or otherwise. The liability of each party as an Indemnifying Party hereunder shall not exceed $1,000,000 in the aggregate (the "Maximum Amount"). (b) Except for fraud, none of Seller, Parent or Buyer, as the case may be, will be entitled to indemnification for any Damages under this Article 4 unless the aggregate of all Damages is more than Fifty Thousand Dollars ($50,000) (the "Basket Amount"). When the aggregate amount of all such Damages hereunder equals or exceeds the Basket Amount, Buyer, Seller or Parent, as the case may be, will be entitled to full indemnification of all claims, including the Basket Amount. The parties hereto agree that the Basket Amount is not a deductible amount, nor that the Basket Amount will be deemed to be a definition of "material" for any purpose in this Agreement.

Indemnification Limits. (a) Except for fraudfraud and Buyer's obligations under Sections 1.03, 1.05 and 4.06, the indemnification provisions set forth in this Article 4 shall be the exclusive remedy for the Indemnified Party for a breach of any representation, warranty or covenant by the Indemnifying Party and shall be in lieu of any rights the Indemnified Party may have under law or in equity with respect to any such breaches or otherwise. The Except for fraud and Buyer's obligations under Sections 1.03, 1.05 and 4.06, the liability of each party as an Indemnifying Party hereunder shall not exceed $1,000,000 in the aggregate (the "Maximum Amount")aggregate. (b) Except for fraudfraud and Buyer's obligations under Sections 1.03, 1.05 and 4.06 and except for Seller's obligations under Section 1.08, none of Seller, Parent Seller or Buyer, as the case may be, will be entitled to indemnification for any Damages under this Article 4 unless the aggregate of all Damages is more than Fifty Thousand Dollars ($50,000) (the "Basket AmountBASKET AMOUNT"). When the aggregate amount of all such Damages hereunder equals or exceeds the Basket Amount, Buyer, Seller Buyer or ParentSeller, as the case may be, will be entitled to full indemnification of all claims, including the Basket Amount. The parties hereto agree that the Basket Amount is not a deductible amount, nor that the Basket Amount will be deemed to be a definition of "material" for any purpose in this Agreement.

Indemnification Limits. (a) Except for fraud, the indemnification provisions set forth in this Article 4 shall be the exclusive remedy for the Indemnified Party for a breach of any representation, warranty or covenant by the Indemnifying Party and shall be in lieu of any rights the Indemnified Party may have under law or in equity with respect to any such breaches or otherwise. The liability of each party as an Indemnifying Party hereunder shall not exceed $1,000,000 in the aggregate (the "“Maximum Amount"”). (b) Except for fraud, none of Seller, Parent or Buyer, as the case may be, will be entitled to indemnification for any Damages under this Article 4 unless the aggregate of all Damages is more than Fifty Thousand Dollars ($50,000) (the "“Basket Amount"”). When the aggregate amount of all such Damages hereunder equals or exceeds the Basket Amount, Buyer, Seller or Parent, as the case may be, will be entitled to full indemnification of all claims, including the Basket Amount. The parties hereto agree that the Basket Amount is not a deductible amount, nor that the Basket Amount will be deemed to be a definition of "“material" ” for any purpose in this Agreement.