Common use of Indemnity Limitations Clause in Contracts

Indemnity Limitations. (a) Notwithstanding anything to the contrary in this Agreement, the maximum liability of the Company towards SFML under this Agreement: i. shall not exceed the Subscription Amount, where such liability arises out of claims towards, or Losses incurred as a result of breach of Warranties under Paragraphs (1) to (5) of Part A of Schedule IV:; and ii. shall not exceed 30% (thirty percent) of the Aggregate Investment Amount where such liability arises out of claims towards Losses incurred as a result of, (A) breach of any Warranty other than the warranties referred to in sub-clause (i) above; and/or (B) any Specific Indemnity matter. The Parties agree that any fraud, gross negligence, or willful misconduct by the Company in relation to the transaction contemplated under this Agreement shall not be subject to any limitations. (b) The Indemnified Party shall not be entitled to make any claim for Losses under this Agreement unless the Indemnification Notice or the Third Party Claim Notice, as the case may be, has been made within the respective time-periods provided below, and not thereafter: i. in relation to breach of Warranties in Paragraphs (1) to (5) of Part A of Schedule IV, without any limitation of time from the Closing Date; ii. in relation to the breach of Warranties in Paragraph 14 (Tax) of Part A of Schedule IV, within a period of 5 (Five) years from the Closing Date; and iii. in relation to the breach of any other Warranties other than the Warranties referred to in sub- clause (i) and (ii) above, within a period of 2 (Two) years from the Closing Date. (c) The Company shall not be liable in respect of an indemnity claim unless: i. the Loss, suffered or incurred by SFML under this Agreement and by Creador I under the Creador I SSA or arising out of, or in relation to (or a series of Loss relating to the same or substantially similar facts, matters or circumstances) the Indemnity Claim is at least INR 35,00,000 (Indian Rupees Thirty Five Lakhs) (“De-Minimis Loss”); and

Indemnity Limitations. Notwithstanding Section 9.2(a), Seller shall not be liable to the Buyer Indemnified Parties under Section 9.2(a)(i) unless and until the aggregate Losses thereunder (awhenever suffered and whether arising from a single breach or inaccuracy in a representation or warranty or from multiple breaches or inaccuracies of the same or different representations and warranties) exceed $50,000 (the “Basket”), after which Seller shall be liable for all Losses, including the amount of the Basket; provided that any individual claim or series of related claims arising after the Basket has been satisfied shall not be eligible for indemnification by Seller under Section 9.2(a)(i) unless the aggregate indemnifiable amount of such individual claim or series of related claims is at least equal to $5,000; provided further that the aggregate liability of Seller pursuant to Section 9.2(a)(i) shall not exceed an amount equal to the Escrow Amount less the Shortfall Amount, if any (the “Representation Cap”). Notwithstanding anything to the contrary contained in this Agreement, the maximum liability of the Company towards SFML under this Agreement: i. shall not exceed the Subscription Amount, where such liability arises out of claims towards, or Losses incurred as a result of breach of Warranties under Paragraphs (1) to (5) of Part A of Schedule IV:; and ii. shall not exceed 30% (thirty percent) of the Aggregate Investment Amount where such liability arises out of claims towards Losses incurred as a result of, (A) breach of any Warranty other than the warranties referred to in sub-clause (i) above; and/or (B) any Specific Indemnity matter. The Parties agree that any fraud, gross negligence, or willful misconduct by neither the Company in relation to Basket nor the transaction contemplated under this Agreement Representation Cap shall not be subject apply to any limitations. (b) The act of fraud or intentional misrepresentation on the part of Seller or Seller’s obligations to indemnify the Buyer Indemnified Party shall not be entitled to make any claim Parties for Losses under this Agreement unless the Indemnification Notice or the Third Party Claim NoticeSections 9.2(a)(ii) through (vi), as the case may beinclusive, has been made within the respective time-periods provided below, and not thereafter: i. in relation to breach of Warranties in Paragraphs (1) to (5) of Part A of Schedule IV, without any limitation of time from the Closing Date; ii. in relation to the breach of Warranties in Paragraph 14 (Tax) of Part A of Schedule IV, within a period of 5 (Five) years from the Closing Date; and iii. in relation to the breach of any other Warranties other than the Warranties referred to in sub- clause (i) and (ii) aboveSeller’s obligations to indemnify the Buyer Indemnified Parties for Losses under Sections 9.2(a)(i) through (vi), within a period of 2 (Two) years from the Closing Date. (c) The Company inclusive, shall not exceed an aggregate amount equal to $10,700,000. For the avoidance of doubt, any breach or alleged breach of Section 7.4(b) shall be liable in respect deemed for all purposes of an indemnity claim unless: i. the Loss, suffered or incurred this Article IX to be covered by SFML under this Agreement and Section 9.2(a)(i) rather than by Creador I under the Creador I SSA or arising out of, or in relation to (or a series of Loss relating to the same or substantially similar facts, matters or circumstances) the Indemnity Claim is at least INR 35,00,000 (Indian Rupees Thirty Five Lakhs) (“De-Minimis Loss”Section 9(a)(ii); and.

Indemnity Limitations. (ai) Notwithstanding anything Except with respect to the contrary in this Agreementany Fraud or willful breach by Seller, the maximum liability of the Company towards SFML Seller for indemnification claims under this Agreement: i. (x) clause (i) of Section 8.3(a) shall not exceed the Subscription Amount, where such liability arises out of claims towards, or Losses incurred as a result of breach of Warranties under Paragraphs [***] and (1y) to clause (5iii) of Part A of Schedule IV:; and ii. Section 8.3(a) shall not exceed 30% (thirty percent) the sum of the Aggregate Investment Amount where such [***]. Notwithstanding anything else herein to the contrary, the maximum liability arises out for Seller’s indemnification obligations for Losses hereunder incurred or suffered by the Purchaser Indemnified Parties, directly or indirectly, in connection with all indemnity claims shall not exceed the sum of claims towards Losses incurred as a result of, the [***]. Purchaser’s sole recourse for indemnification obligations shall be the [***]. (Aii) breach of No Purchaser Indemnified Party shall be entitled to any Warranty other than the warranties referred recovery pursuant to in sub-any indemnity claim under clause (i) above; and/or of Section 8.3(a), unless and until the amount of Losses for which all Purchaser Indemnified Parties are otherwise entitled to indemnification pursuant to Article 8 exceeds [***] (B) any Specific the “Indemnity matter. The Parties agree Basket”), provided, however, that any fraud, gross negligence, or willful misconduct by the Company in relation to the transaction contemplated under this Agreement extent the amount of Losses exceeds the Indemnity Basket, such Purchaser Indemnified Party shall not be entitled to recover all such Losses (subject to any limitationsthe other limitations contained in this Agreement). (biii) The Indemnified Party shall Material Adverse Effect and materiality standards or qualifications in any representation, warranty or covenant will not be entitled to make any claim for Losses under this Agreement unless taken into account in determining the Indemnification Notice or the Third Party Claim Notice, as the case may be, has been made within the respective time-periods provided below, and not thereafter: i. in relation to breach of Warranties in Paragraphs (1) to (5) of Part A of Schedule IV, without any limitation of time from the Closing Date; ii. in relation to the breach of Warranties in Paragraph 14 (Tax) of Part A of Schedule IV, within a period of 5 (Five) years from the Closing Date; and iii. in relation to the breach amount of any other Warranties other than the Warranties referred Losses with respect to such breach, default or failure to be true and correct (but will be taken into account in sub- clause (i) determining whether a breach, default or failure to be true and (ii) above, within a period of 2 (Two) years from the Closing Datecorrect occurred). (civ) The Company shall not be liable in respect amount of an indemnity claim unless: i. the Loss, suffered or incurred Losses payable by SFML Seller under this Agreement and by Creador I under the Creador I SSA or arising out of, or in relation to (or a series of Loss relating to the same or substantially similar facts, matters or circumstances) the Indemnity Claim is at least INR 35,00,000 (Indian Rupees Thirty Five Lakhs) (“De-Minimis Loss”); andArticle 8 shall be [***].