Common use of Indemnification Limits Clause in Contracts

Indemnification Limits. (a) Except as expressly provided otherwise herein, neither the Purchaser nor the Company will be entitled to indemnification under this Article 8 unless the aggregate of all Damages is more than Seventy-Five Thousand Dollars ($75,000) (the "Basket Amount"). When the aggregate amount of all such Damages hereunder equals or exceeds the Basket Amount, the Purchaser or the Company, as the case may be, will be entitled to full indemnification of all claims, including the Seventy-Five Thousand Dollars ($75,000) that amounted to 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. (b) Except as set forth in section 8.6(c): (i) the Company's liability under Section 8.3 shall be limited to the total amount of the Initial Payment and the Contingent Payment that the Company has paid or becomes obligated to pay under Section 1.4; (ii) each Principal Shareholder's liability for an indemnification obligation of the Company under Section 8.3 shall be limited to the portion of the Initial Payment and the Contingent Payment that such Principal Shareholder has received or becomes entitled to receive under Section 1.4 (the "Maximum Amount"); and (iii) no Principal Shareholder shall have any liability under Section 8.3 for any breach by another Principal Shareholder of any representation, warranty or covenant in this Agreement. (c) If any of the Principal Shareholders or the Company have breached a representation, warranty, covenant or agreement, and such breach constitutes fraud, the person who committed such fraud will promptly pay the Purchaser the full indemnification claim without regard to the Basket Amount or the Maximum Amount set forth in this Section 8.6.

Indemnification Limits. (a) Except as expressly provided otherwise hereinIn the event of any claim for indemnity solely under Section 5.2 or 5.3 and subject to the last paragraph of this Section 5.5, neither the Purchaser nor Indemnified Party under the Company will applicable representation and warranty claim shall not be entitled to indemnification under this Article 8 therefor unless such Indemnified Party and all related Indemnified Parties, in the aggregate aggregate, have sustained Damages in excess of US$200,000 (the “Basket Amount”) in the aggregate, following which event such Indemnified Party and all related Indemnified Parties shall be entitled to indemnification for the full amount of all Damages is more than Seventy-Five Thousand Dollars ($75,000) (the "Basket Amount"). When the aggregate amount of all such Damages hereunder equals suffered or exceeds incurred, including the Basket Amount; (b) In the event of any claim for indemnity under Section 5.2 or 5.3, the Purchaser or maximum amount of indemnification payable to an Indemnified Party and all related Indemnified Parties, in the Companyaggregate, as shall be equal to seventy percent (70%) of the case may betotal Purchase Price paid pursuant to this Agreement (the “Maximum Amount”); provided, will be however, that notwithstanding the foregoing, the maximum amount of indemnification payable to an Indemnified Party and all related Indemnified Parties for consequential damages incurred by an Indemnified Party and all related Indemnified Parties and relating to matters for which an Indemnified Party and all related Indemnified Parties are entitled to full indemnification hereunder shall not exceed twenty-five percent (25%) of all claims, including the Seventytotal Purchase Price paid pursuant to this Agreement and that such twenty-Five Thousand Dollars five percent ($75,00025%) that amounted shall count against the aforementioned Maximum Amount; and (c) Notwithstanding anything herein to the contrary, the Basket AmountAmount and Maximum Amount and the limitation with respect to consequential damages set forth above shall not apply with respect to (i) any breach of the representations and warranties contained in Section 2.2 (“Authorization”), the first sentence of 2.7 (“Assets and Properties) and Section 2.25 (“Brokers”) and (ii) any Fraud Claims. The parties hereto agree do not intend that the Basket Amount is not a deductible amount, nor that or the Basket Maximum Amount will be deemed to be a definition of "what is “material" ” for any purpose in under this Agreement. (b) Except as set forth in section 8.6(c): (i) the Company's liability under Section 8.3 shall be limited to the total amount of the Initial Payment and the Contingent Payment that the Company has paid or becomes obligated to pay under Section 1.4; (ii) each Principal Shareholder's liability for an indemnification obligation of the Company under Section 8.3 shall be limited to the portion of the Initial Payment and the Contingent Payment that such Principal Shareholder has received or becomes entitled to receive under Section 1.4 (the "Maximum Amount"); and (iii) no Principal Shareholder shall have any liability under Section 8.3 for any breach by another Principal Shareholder of any representation, warranty or covenant in this Agreement. (c) If any of the Principal Shareholders or the Company have breached a representation, warranty, covenant or agreement, and such breach constitutes fraud, the person who committed such fraud will promptly pay the Purchaser the full indemnification claim without regard to the Basket Amount or the Maximum Amount set forth in this Section 8.6.

Indemnification Limits. (a) Except as expressly provided otherwise herein, and subject to the provisions of Section 9.4, neither of the Purchaser Principal Stockholders nor the Company Parent, as the case may be, will be entitled to indemnification for any Damages under this Article 8 9 unless the aggregate of all Damages is more than Seventy-Five Two Hundred Fifty Thousand U.S. Dollars ($75,000250,000) (the "Basket Amount"). When the aggregate amount of all such Damages hereunder equals or exceeds the Basket Amount, the Purchaser Parent or the CompanyPrincipal Stockholders, as the case may be, will be entitled to full indemnification of all claims, including the Seventy-Five Two Hundred Fifty Thousand U.S. Dollars ($75,000250,000) that amounted to 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. (b) Except as set forth in section 8.6(c): (i) the Company9.5(c), each Principal Stockholder's liability under Section 8.3 shall be limited to the total amount of the Initial Payment and the Contingent Payment that the Company has paid or becomes obligated to pay under Section 1.4; (ii) each Principal Shareholder's liability for an indemnification obligation of the Company under Section 8.3 9.3 shall be limited to the portion of the Initial Payment and the Contingent Payment Merger Consideration that such Principal Shareholder has received or becomes Stockholder is entitled to receive under Section 1.4 determined pursuant to the terms of this Agreement (the "Maximum Amount"); and (iii) no Principal Shareholder shall have any liability under Section 8.3 for any breach by another Principal Shareholder of any representation, warranty or covenant in this Agreement. (c) If any of the Principal Shareholders Stockholders or the Company have breached a representation, warranty, covenant or agreement, and such breaching party had actual knowledge of the breach constitutes fraudof the representation, warranty, covenant or agreement herein, or had actual knowledge of the potential or probable loss, liability or damage (based on actual knowledge of the facts and circumstances giving rise to such loss, liability or damage) without disclosing such in the Disclosure Schedule on or prior to the Closing Date, the person who committed such fraud Principal Stockholders will jointly and severally promptly pay the Purchaser Parent the full indemnification claim without regard to the Basket Amount or the Maximum Amount set forth in this Section 8.69.5.

Indemnification Limits. (a) Subject to the remainder of this Section 9.5 and except for fraud, the indemnification provisions set forth in this Article 9 shall be the sole and 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 Stockholder as an Indemnifying Party under Section 9.2 shall be limited to such Stockholder's interest in the Escrow Shares and the Milestone Consideration, if any. The aggregate liability of Parent and Merger Subsidiary under Section 9.3 shall be limited to the aggregate amount of the Merger Consideration paid to the Stockholders. (b) Except as expressly provided otherwise herein, and subject to the provisions of Section 9.4 and 9.5(c), (i) neither the Purchaser Stockholders nor Parent, as the Company case may be, will be entitled to indemnification for any Damages under this Article 8 9 unless the aggregate of all Damages to such party is more than Seventy-Five Thousand Dollars ($75,000) 200,000 (the "Basket Amount"). When , other than Damages under clauses (c) and (e) of Section 9.2 or Damages related to claims based upon breaches of representations and warranties made under Sections 3.4 (Capitalization of the Company) and 4.3 (Capitalization of Parent), which shall not be subject to the Basket Amount, and (ii) when the aggregate amount of all such Damages hereunder subject to the Basket Amount equals or exceeds the Basket Amount, the Purchaser Parent or the CompanyStockholders, as the case may be, will be entitled to full indemnification of all claimsclaims for which indemnification is to be provided under this Article 9 in excess of the $200,000 that constitutes the Basket Amount for such party. Amounts set-off by Parent in connection with Section 5.21 shall not be applied against the Basket Amount; provided, including however, that all un-reimbursed expenses that may become due to Parent as a result of, and incurred in connection with, the Seventypursuit of any good-Five Thousand Dollars ($75,000) that amounted to faith claim under Section 5.21 shall be applied against the Basket Amount. The parties hereto agree that the Basket Amount for each party is not a deductible amount, nor amount and that the Basket Amount will not be deemed to be a definition of "material" for any purpose in this Agreement. (bc) Except as set forth in section 8.6(c): (i) the Company's liability under Section 8.3 shall be limited expressly provided otherwise herein, and subject to the total amount provisions of the Initial Payment and the Contingent Payment that Section 9.4, Parent will not be entitled to indemnification for any Damages under this Article 9 arising in connection with any breach by the Company has paid or becomes obligated to pay under of Section 1.4; 3.24 (iiIntellectual Property) each Principal Shareholder's liability for an indemnification obligation unless the aggregate of the Company under Section 8.3 shall be limited to the portion of the Initial Payment and the Contingent Payment that all such Principal Shareholder has received or becomes entitled to receive under Section 1.4 Damages is more than $400,000 (the "Maximum IP Basket Amount"); and . When the aggregate amount of all such Damages subject to the IP Basket Amount equals or exceeds the IP Basket Amount, Parent will be entitled to indemnification of seventy-five percent (iii75%) no Principal Shareholder shall have any liability under Section 8.3 of all claims in excess of the $400,000 that constitutes to the Basket Amount, with the remaining twenty-five percent (25%) being borne by Parent. The parties hereto agree that the IP Basket Amount will not be deemed to be a definition of "material" for any breach by another Principal Shareholder of any representation, warranty or covenant purpose in this Agreement. (cd) If The parties shall make appropriate adjustments for any insurance benefits actually received by the Indemnified Party in determining Damages for purposes of the Principal Shareholders or the Company have breached a representation, warranty, covenant or agreement, and such breach constitutes fraud, the person who committed such fraud will promptly pay the Purchaser the full indemnification claim without regard to the Basket Amount or the Maximum Amount set forth in this Section 8.6Article 9.