Common use of Indemnification Proceeds Clause in Contracts

Indemnification Proceeds. Notwithstanding anything to the contrary contained in this Agreement, the indemnification obligations of the Parties set forth in Section 11.2 and Section 11.3 shall be subject to the following limitations: (a) The indemnification obligations of Seller set forth in Section 11.2 shall be limited as follows: (i) a Buyer Indemnified Party shall not be entitled to indemnification pursuant to Section 11.2(a) (other than with respect to the Fundamental Reps) unless and until the aggregate amount of all Losses incurred by all Buyer Indemnified Parties that otherwise would be payable pursuant to Section 11.2(a) exceeds [***] (the “Basket Amount”), provided that if such Basket Amount is met, then Seller will be liable for all such Losses in excess of the Basket Amount; (ii) the amount that a Buyer Indemnified Party is able to recover with respect to any Loss under Section 11.2(a) (other than with respect to the Fundamental Reps) is limited to, and will not exceed,[***]; and (iii) the aggregate amount that the Buyer Indemnified Parties are able to recover with respect to the Fundamental Reps is limited to the Purchase Price. (b) The indemnification obligations of Buyer set forth in Section 11.3 shall be limited as follows: (i) a Seller Indemnified Party shall not be entitled to indemnification pursuant to Section 11.3(a) (other than with respect to the Fundamental Reps) unless and until the aggregate amount of all Losses incurred by all Seller Indemnified Parties that otherwise would be payable pursuant to Section 11.3(a) exceeds the Basket Amount, provided that if such Basket Amount is met, then Buyer will be liable for all such Losses in excess of the Basket Amount; and (ii) the amount that a Seller Indemnified Party is able to recover with respect to any Loss under Section 11.3(a) (other than with respect to the Fundamental Reps) is limited to, and will not exceed, [***]. (c) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) Notwithstanding anything to the contrary set forth in this Section 11.4, none of the limitations on the indemnification obligations of the Parties shall apply to claims based on actual, knowing and intentional fraud.

Indemnification Proceeds. Notwithstanding anything to the contrary contained in this Agreement, the indemnification obligations of the Parties set forth in Section 11.2 and Section 11.3 shall be subject to the following limitations: (a) The indemnification obligations of Seller set forth in Section 11.2 shall be limited as follows: (i) a Buyer Indemnified Party shall not be entitled to indemnification pursuant to Section 11.2(a) (other than with respect to the Fundamental Reps) unless and until the aggregate amount of all Losses incurred by all Buyer Indemnified Parties that otherwise would be payable pursuant to Section 11.2(a) exceeds [***] (the “Basket Amount”), provided that if such Basket Amount is met, then Seller will be liable for all such Losses in excess of the Basket Amount; (ii) the amount that a Buyer Indemnified Party is able to recover with respect to any Loss under Section 11.2(a) (other than with respect to the Fundamental Reps) is limited to, and will not exceed,[***], Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000); and (iii) the aggregate amount that the Buyer Indemnified Parties are able to recover with respect to the Fundamental Reps is limited to the Purchase Price. (b) The indemnification obligations of Buyer set forth in Section 11.3 shall be limited as follows: (i) a Seller Indemnified Party shall not be entitled to indemnification pursuant to Section 11.3(a) (other than with respect to the Fundamental Reps) unless and until the aggregate amount of all Losses incurred by all Seller Indemnified Parties that otherwise would be payable pursuant to Section 11.3(a) exceeds the Basket Amount, provided that if such Basket Amount is met, then Buyer will be liable for all such Losses in excess of the Basket Amount; and (ii) the amount that a Seller Indemnified Party is able to recover with respect to any Loss under Section 11.3(a) (other than with respect to the Fundamental Reps) is limited to, and will not exceed, [***]Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000). (c) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) Notwithstanding anything to the contrary set forth in this Section 11.4, none of the limitations on the indemnification obligations of the Parties shall apply to claims based on actual, knowing and intentional fraud.