Common use of Limitation of Indemnification Clause in Contracts

Limitation of Indemnification. The obligation of the Shareholders to indemnify the Indemnified Persons under Section 5.2 shall be for all Damages suffered by the Parent, the Acquisition Sub and all other Indemnified Persons, up to an aggregate amount of Damages equal to the Indemnity Limit (as defined below); provided that, with respect to the breach by any Shareholder of any representation or warranty contained herein with respect to taxes, the indemnification obligation of such Shareholder shall terminate after the date seven years after the Closing, and with respect to all other representations and warranties of the Shareholders herein, such indemnification obligation shall terminate after the date one year after the Closing. The Indemnity Limit shall be the greater of (i) $1,500,000 or (ii) 20% of the market value of the Parent Shares issued to all Shareholders pursuant to Section 1.5(a)(i) and issuable to all Shareholders upon exercise of options granted pursuant to Section 1.5(a)(ii), as adjusted for the effect of stock splits, stock dividends, reorganizations or other recapitalizations; provided, that the Indemnity Limit shall not be greater than $3,000,000; and provided further, that, if the combined value resulting from the calculation in clause (ii) above (calculated with respect to 100% of the Parent Shares and options) (the "Securities' Value") does not exceed $1,500,000, the Indemnity Limit shall be the Securities' Value. A Shareholder may satisfy any obligation to indemnify any Indemnified Person by delivering Parent Shares having a market value equal to the indemnification obligation. For purposes of this provision, the market value of Parent Shares shall be equal to the average of the bid and asked price on the date which is one day prior to the day that the notice required by Section 5.4 was sent by the Indemnified Person.

Limitation of Indemnification. 13.4.1 The obligation indemnity liability shall remain in full force and effect until the expiry of 18 months from the Closing Date or 30 days from approval of the Shareholders to indemnify the Indemnified Persons under Section 5.2 shall be Financial Statements for all Damages suffered by the Parent2022, the Acquisition Sub and all other Indemnified Personswhichever is later, up to an aggregate amount of Damages equal to the Indemnity Limit (as defined below); provided that, except with respect to the breach fundamental representations and the indemnity liability under Sections 13.1.2 and 13.1.3, which shall remain in force until he expiry of the limitation period under the law (“Indemnification Period”). Accordingly, any Indemnification Request must be sent to the Sellers no later than the end of the Indemnification Period. If an Indemnification Request is sent during the Indemnification Period, the Seller’s indemnity liability in the Indemnification Request shall survive even after the expiry of the Indemnification Period and until it is clarified and settled in accordance with the provisions of this Agreement, provided a claim is filed within 6 months from the date of delivery of the Indemnification Request by any Shareholder the Buyer. 13.4.2 The Indemnity liability shall apply only to Damage/s with an aggregate liability exceeds NIS 700,000 (“Indemnification Floor”). In cases where the total amount of any representation such Damage/s exceeds the Indemnification Floor, the Sellers’ indemnity liability shall apply to all such amounts (i.e., from the first shekel). 13.4.3 The aggregate indemnity liability of the Sellers shall not exceed 15% of the consideration actually paid by the Buyer, i.e., NIS 12,600,000 (whether as a result of a single incident or warranty contained herein from a series of incidents), other than with respect to taxesthe fundamental representations and indemnification under Sections 13.1.2 and 13.1.3 above, for which the total indemnity liability of the Sellers shall not exceed the consideration actually paid by the Buyer (i.e., NIS 84,000,000). 13.4.4 Notwithstanding the foregoing, in the event of a fraudulent breach of representations, there shall be no limitations on the Buyer’s rights and remedies against the Seller. It should be noted that except in the event of a fraudulent breach of representations, the indemnification obligation of such Shareholder obligations hereunder shall terminate after constitute the date seven years after sole and exclusive remedy against the Closing, and Sellers in connection with respect to all other representations and warranties of the Shareholders herein, such indemnification obligation shall terminate after the date one year after the Closing. The Indemnity Limit shall be the greater of (i) $1,500,000 or (ii) 20% of the market value of the Parent Shares issued to all Shareholders pursuant to Section 1.5(a)(i) and issuable to all Shareholders upon exercise of options granted pursuant to Section 1.5(a)(ii), as adjusted for the effect of stock splits, stock dividends, reorganizations or other recapitalizations; provided, that the Indemnity Limit shall not be greater than $3,000,000; and provided further, that, if the combined value resulting from the calculation in clause (ii) above (calculated with respect to 100% of the Parent Shares and options) (the "Securities' Value") does not exceed $1,500,000, the Indemnity Limit shall be the Securities' Value. A Shareholder may satisfy any obligation to indemnify any Indemnified Person by delivering Parent Shares having a market value equal to the indemnification obligation. For purposes of this provision, the market value of Parent Shares shall be equal to the average of the bid and asked price on the date which is one day prior to the day that the notice required by Section 5.4 was sent by the Indemnified PersonAgreement.

Limitation of Indemnification. The obligation of the Shareholders Indemnifying Party's ----------------------------- obligations to indemnify the Indemnified Persons under Claimant pursuant to this Section 5.2 11 shall be for all Damages suffered ---------- subject to the following limitations: (a) No indemnification shall be required to be made by the Parent, Indemnifying Party until the Acquisition Sub and all other Indemnified Persons, up to an aggregate amount of Damages equal the Claimant's Losses (which Losses shall include Losses relating to any representation or warranty qualified by reference to materiality or to a material adverse change even if such Loss does not in and of itself result in a breach of such representation or warranty) exceeds $100,000 (the "Basket"), and then indemnification shall only be required by the Indemnifying Party to the Indemnity Limit extent of such excess. Notwithstanding the foregoing, the limitation imposed by the Basket shall not apply to (i) the Acquisition Price Adjustment, or (ii) breaches of the provisions of Sections -------- 2.4, 2.5 or 13.4. ---------------- (b) No indemnification shall be required to be made by the Indemnifying Party under this Section 11 for the amount of the Claimant's Losses ---------- that are in excess of $2,000,000, except with respect to (i) breaches of the provisions of Sections 2.4 or 2.5 which will be subject to a separate limitation ------------------- in the amount of the Closing Date Accounts Receivable (less allowance for doubtful accounts, and reserves for cost report disallowances and contractual allowances reflected on the Closing Date Balance Sheet) which amount shall be reduced by Accounts Receivable actually collected by the Purchaser after the Closing, (ii) the Acquisition Price Adjustment which is not subject to a limitation, and (iii) Losses incurred in connection with undisclosed liabilities which are subject to a separate limitation in the amount of $3,500,000 for Claims asserted during the first 15 months after Closing and $2,000,000 for Claims asserted thereafter. (c) The indemnification obligation of an Indemnifying Party shall be adjusted so as defined belowto give effect to any net reduction in federal, state, local or foreign income or franchise tax liability actually realized at any time by the Claimant in connection with the -44- satisfaction by the Indemnifying Party of a Claim with respect to which indemnification is sought hereunder. Any Claims payable by the Indemnifying Party to the Claimant hereunder shall also include the federal, state, local or foreign income or franchise tax liability that the Claimant will incur upon the receipt of payment in respect of such Claims (taking into account any net operating loss, capital loss or credit carryover of the Claimant); provided thathowever, with respect to any Claims for which the breach by any Shareholder Claimant (but for the operation of any representation or warranty contained herein with respect this sentence) is entitled to taxesindemnification hereunder, the indemnification obligation of such Shareholder shall terminate after the date seven years after the Closing, and with respect to all other representations and warranties of the Shareholders herein, such indemnification obligation shall terminate after the date one year after the Closing. The Indemnity Limit there shall be the greater disregarded any tax liabilities arising by reason of (i) $1,500,000 any reduction or disallowance of deductions from taxable income in one taxable year, but only to the extent such reduction or disallowance actually results in a corresponding increase in allowable deductions from income in another year, (ii) 20% the shifting of items of income from one taxable year to another, or (iii) the market value capitalization of amounts that were expended, but only if such capitalized amounts are subject to amortization or depreciation or recovery in costs of goods sold, inventory or materials, except insofar as such reduction, disallowance, shifting or capitalization would only result in the Parent Shares issued to all Shareholders pursuant to Section 1.5(a)(i) and issuable to all Shareholders upon exercise increase of options granted pursuant to Section 1.5(a)(ii)any unutilized net operating loss, as adjusted for the effect capital loss or carryover. The indemnification obligation of stock splits, stock dividends, reorganizations or other recapitalizations; provided, that the Indemnity Limit shall not be greater than $3,000,000; and provided further, that, if the combined value resulting from the calculation in clause (ii) above (calculated an Indemnifying Party with respect to 100% any Claim shall also be adjusted to take into account the amount, if any, of the Parent Shares and options) (the "Securities' Value") does not exceed $1,500,000, the Indemnity Limit shall be the Securities' Value. A Shareholder may satisfy any obligation to indemnify any Indemnified Person by delivering Parent Shares having a market value equal to the indemnification obligation. For purposes of this provision, the market value of Parent Shares shall be equal to the average of the bid and asked price on the date which is one day prior to the day that the notice required by Section 5.4 was sent insurance proceeds recovered by the Indemnified PersonClaimant as a result of such Claim, after the deduction of all costs incurred to obtain such proceeds.

Limitation of Indemnification. 11.2.1 The obligation Buyer and/or the Group Companies shall not be entitled to indemnification under this Section 11 unless the aggregated amount of all Claims exceeds NOK 3 million, in which case the full amount shall be payable. For the purposes hereof no individual Claim which is less than NOK 1,000,000 shall be taken into account. 11.2.2 The Sellers liability under this Section 11 is limited to a total amount of NOK 10 million. 11.2.3 The limitations in Section 11.2.1 and 11.2.2 do not apply Costs or to any breach of the Shareholders obligation contained in Section 2 or to any breach of the warranties in Clause 7.3.1 and 7.6.1. 11.2.4 The Sellers’ obligations to indemnify for breaches of the Indemnified Persons Covenants and/or the Warranties in Section 7 under this Section 5.2 11 shall remain valid until 1 (one) year after the Closing Date, after which date no Claims for Losses shall be for all Damages suffered made. 11.2.5 No Claim may be made and no liability shall arise if and to the extent that: (a) such Claim is based on facts or circumstances which have been disclosed by the ParentSeller during the due diligence process, the Acquisition Sub and all other Indemnified Personsnegotiations, up to an aggregate amount of Damages equal in this Agreement or which were otherwise known or should have been known to the Indemnity Limit Buyer or its advisors prior to the Signing Date; (as defined below)b) a provision or allowance for the matter of the Loss has been made in the Closing Accounts; provided that, or (c) such Claim is recovered under an insurance policy of any of the Group Companies or from a third party. 11.2.6 The Buyer acknowledges with respect to any technical report regarding the breach Properties prepared by third parties, any Shareholder projection, forecast or any assumptions that form the basis of any representation such projection or warranty contained herein forecast delivered by or on behalf of the Sellers in the Data Room Material, that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such technical reports, projections and forecasts so furnished to it and (iii) the Sellers shall have no liability towards the Buyer with respect thereto. 11.2.7 The right to compensation pursuant to this Clause 11 shall be the Buyer’s sole remedy with respect to taxesmatters in any way relating to a breach by the Sellers of the Covenants and Warranties made by the Sellers in this Agreement, and shall exclude any other remedies which may be available to the Buyer pursuant to Norwegian law, including, without limitation, the indemnification obligation Norwegian Sale of such Shareholder shall terminate after Goods Act of 13 May 1988 no. 27 and the date seven years after the Closing, Sale of Real Estate Act of 3 July 1992 and with respect to all general principles of Norwegian contract law or any other representations and warranties of the Shareholders herein, such indemnification obligation shall terminate after the date one year after the Closing. The Indemnity Limit shall be the greater of (i) $1,500,000 or (ii) 20% of the market value of the Parent Shares issued to all Shareholders pursuant to Section 1.5(a)(i) and issuable to all Shareholders upon exercise of options granted pursuant to Section 1.5(a)(ii), as adjusted for the effect of stock splits, stock dividends, reorganizations or other recapitalizations; provided, that the Indemnity Limit shall not be greater than $3,000,000; and provided further, that, if the combined value resulting from the calculation in clause (ii) above (calculated with respect to 100% of the Parent Shares and options) (the "Securities' Value") does not exceed $1,500,000, the Indemnity Limit shall be the Securities' Value. A Shareholder may satisfy any obligation to indemnify any Indemnified Person by delivering Parent Shares having a market value equal to the indemnification obligation. For purposes of this provision, the market value of Parent Shares shall be equal to the average of the bid and asked price on the date which is one day prior to the day that the notice required by Section 5.4 was sent by the Indemnified Personapplicable law.

Limitation of Indemnification. 11.2.1 The obligation Buyer and/or the Company shall not be entitled to indemnification under this Section 11 unless the aggregated amount of all Claims exceeds SEK 3 million, in which case the full amount shall be payable. For the purposes hereof no individual Claim which is less than SEK 1,000,000 shall be taken into account. 11.2.2 The Sellers liability under this Section 11 is limited to a total amount of SEK 10 million. 11.2.3 The limitations in Section 11.2.1 and 11.2.2 do not apply Costs or to any breach of the Shareholders obligation contained in Section 2 or to any breach of the warranties in Clause 7.3.1 and 7.6.1. 11.2.4 The Sellers’ obligations to indemnify for breaches of the Indemnified Persons Covenants and/or the Warranties in Section 7 under this Section 5.2 11 shall remain valid until 1 (one) year after the Closing Date, after which date no Claims for Losses shall be for all Damages suffered made. 11.2.5 No Claim may be made and no liability shall arise if and to the extent that: (a) such Claim is based on facts or circumstances which have been disclosed by the ParentSeller during the due diligence process, the Acquisition Sub and all other Indemnified Personsnegotiations, up to an aggregate amount of Damages equal in this Agreement or which were otherwise known or should have been known to the Indemnity Limit Buyer or its advisors prior to the Signing Date; (as defined below)b) a provision or allowance for the matter of the Loss has been made in the Closing Accounts; provided that, or (c) such Claim is recovered under an insurance policy of the Company or from a third party. 11.2.6 The Buyer acknowledges with respect to any technical report regarding the breach Properties prepared by third parties, any Shareholder projection, forecast or any assumptions that form the basis of any representation such projection or warranty contained herein forecast delivered by or on behalf of the Sellers in the Data Room Material, that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such technical reports, projections and forecasts so furnished to it and (iii) the Sellers shall have no liability towards the Buyer with respect thereto. 11.2.7 The right to compensation pursuant to this Clause 11 shall be the Buyer’s sole remedy with respect to taxesmatters in any way relating to a breach by the Sellers of the Covenants and Warranties made by the Sellers in this Agreement, and shall exclude any other remedies which may be available to the Buyer pursuant to Swedish law, including, without limitation, the indemnification obligation Sale of such Shareholder shall terminate after the date seven years after the Closing, and with respect to all Goods Act (Sw. Koplagen (1990:931))and general principles of Swedish contract law or any other representations and warranties of the Shareholders herein, such indemnification obligation shall terminate after the date one year after the Closing. The Indemnity Limit shall be the greater of (i) $1,500,000 or (ii) 20% of the market value of the Parent Shares issued to all Shareholders pursuant to Section 1.5(a)(i) and issuable to all Shareholders upon exercise of options granted pursuant to Section 1.5(a)(ii), as adjusted for the effect of stock splits, stock dividends, reorganizations or other recapitalizations; provided, that the Indemnity Limit shall not be greater than $3,000,000; and provided further, that, if the combined value resulting from the calculation in clause (ii) above (calculated with respect to 100% of the Parent Shares and options) (the "Securities' Value") does not exceed $1,500,000, the Indemnity Limit shall be the Securities' Value. A Shareholder may satisfy any obligation to indemnify any Indemnified Person by delivering Parent Shares having a market value equal to the indemnification obligation. For purposes of this provision, the market value of Parent Shares shall be equal to the average of the bid and asked price on the date which is one day prior to the day that the notice required by Section 5.4 was sent by the Indemnified Personapplicable law.

Limitation of Indemnification. The obligation of the Shareholders to indemnify the (a) Buyer Indemnified Persons under Section 5.2 shall not be for all Damages suffered by the Parent, the Acquisition Sub and all other Indemnified Persons, up entitled to an aggregate amount of Damages equal to the Indemnity Limit (as defined below); provided that, indemnification hereunder with respect to any Damages specified in Section 12.2(a) and Section 12.2(d), unless the breach by any Shareholder of any representation particular indemnifiable damage or warranty contained herein with respect to taxesloss exceeds $50,000 (each an "Allowable Damage" and collectively, the indemnification obligation of such Shareholder shall terminate after the date seven years after the Closing"Allowable Damages"), and with respect it being understood that all Damages relating to all other representations and warranties claims arising out of the Shareholders herein, such indemnification obligation shall terminate after the date one year after the Closing. The Indemnity Limit same set of operative facts shall be the greater considered an individual claim for purposes of this Agreement and such items shall be aggregated for purposes of this proviso. (ib) $1,500,000 or (ii) 20% of the market value of the Parent Shares issued to all Shareholders pursuant to Section 1.5(a)(i) Noveon and issuable to all Shareholders upon exercise of options granted pursuant to Section 1.5(a)(ii), as adjusted for the effect of stock splits, stock dividends, reorganizations or other recapitalizations; provided, that the Indemnity Limit Lubrizol shall not be greater than $3,000,000; and provided further, that, if the combined value resulting from the calculation in clause (ii) above (calculated with respect to 100% of the Parent Shares and options) (the "Securities' Value") does not exceed $1,500,000, the Indemnity Limit shall be the Securities' Value. A Shareholder may satisfy have any obligation to indemnify any Buyer Indemnified Persons for Allowable Damages specified in Section 12.2(a) (other than with respect to representations and warranties contained in the Fundamental Representations) unless and until such Buyer Indemnified Persons have incurred Allowable Damages in an aggregate amount in excess of $1,500,000, in which event such Buyer Indemnified Persons shall be entitled to be indemnified for the entire amount of such aggregate Allowable Damages. The Parties agree and acknowledge that for purposes of satisfying the $1,500,000 threshold set forth in this Section 12.4(b) that indemnification obligations for Environmental Costs incurred under Article 13 shall not apply toward the satisfaction of such threshold. (c) Notwithstanding anything in this Agreement to the contrary, Noveon's and Lubrizol's aggregate indemnity obligation for Allowable Damages specified in Section 12.2(a) (when aggregated with its indemnification obligations for Environmental Costs incurred under Section 13.4(a)) shall in no event exceed ten percent (10%) of the Purchase Price. Other than with regard to the Fundamental Representations, no recovery for indemnification of Allowable Damages under Section 12.2(a) shall be received by any Buyer Indemnified Person by delivering Parent Shares having a market value equal to the indemnification obligationextent the aggregate Allowable Damages received under Section 12.2(a) (including any Allowable Damages and Allowable Environmental Cost previously recovered under Section 12.2(a) and Section 13.4(a)) by all of the Buyer Indemnified Persons, taken as a whole, exceed ten percent (10%) of the Purchase Price; and, other than with regard to the Fundamental Representations, Sellers and IP Sellers shall have no responsibility for Allowable Damages under Section 12.2(a) to Buyer Indemnified Persons thereafter. (d) Nothing in this Agreement (including this Section 12.2) shall limit or restrict any of Buyer's rights to maintain or recover any amounts in connection with any action or claim based upon fraud. For purposes of this provision, the market value of Parent Shares No Buyer Indemnified Person shall be equal entitled to indemnification hereunder with respect to Damages to the average extent (but only to the extent) the matter giving rise to such Damages resulted in an adjustment (in favor of Buyer) to the bid Purchase Price pursuant to Section 4.3 or to the extent (but only up to such amount) the underlying matters are accrued for and asked price identified with specificity on the date which is one day prior Closing Statement. (e) Buyer acknowledges that the indemnifications provided by Sellers and IP Sellers under Section 12.2 are being made by Noveon and Lubrizol on behalf of all Sellers and IP Sellers, and Noveon and Lubrizol are the only Parties available to the day that Buyer Indemnified Parties for claims of indemnification against the notice required by Section 5.4 was sent by the Indemnified PersonSellers and IP Sellers.

Limitation of Indemnification. The obligation of the Shareholders to indemnify the Indemnified Persons under Section 5.2 9.6.1 No indemnification shall be for all Damages suffered owed by Buyer pursuant to this Agreement until Seller's reasonable estimate of Seller's Damages, calculated without any set-off of Buyer's Damages, exceeds $50,000 in the Parentaggregate, the Acquisition Sub and all other Indemnified Persons, up to an aggregate amount of Damages equal to the Indemnity Limit at which point such indemnification shall be owed as follows: (as defined below); provided that, 1) no indemnification shall be owed with respect to the breach first $50,000 in Seller's Damages, (2) to the extent Seller's Damages are between $50,000 and $300,000, Buyer and Seller shall evenly divide the cost of such Damages, such that Buyer pays $0.50 for each dollar of Seller's Damages between $50,000 and $300,000 and (3) to the extent Seller's Damages exceed $300,000, Buyer shall pay all amounts up to the limits set forth in Section 9.6.3. 9.6.2 No indemnification shall be owed by Seller pursuant to this Agreement until Buyer's reasonable estimate of Buyer's Damages, calculated without any Shareholder set-off of any representation or warranty contained herein Seller's Damages, exceeds $50,000 in the aggregate, at which point such indemnification shall be owed as follows: (1) no indemnification shall be owed with respect to taxesthe first $50,000 in Buyer's Damages, (2) to the extent Buyer's Damages are between $50,000 and $300,000, Buyer and Seller shall evenly divide the cost of such Damages, such that Seller pays $0.50 for each dollar of Buyer's Damages between $50,000 and $300,000 and (3) to the extent Buyer's Damages exceed $300,000, Seller shall pay all amounts up to the limits set forth in Section 9.6.3. 9.6.3 Absent fraud, the maximum indemnification obligation liability that may be incurred by Buyer or Seller under this Agreement for breach of such Shareholder shall terminate after the date seven years after the Closing, and with respect to all other their representations and warranties hereunder shall be $800,000. The foregoing limitation shall not apply in respect of (a) the breach of any covenant in Article 6 and 7, (b) Buyer's failure to perform the Assumed Liabilities, and (c) Seller's failure to perform or satisfy the Excluded Liabilities. 9.6.4 At Seller's sole option, which shall be exercised no later than five days before Seller is required to satisfy its indemnification obligation, Seller may satisfy its indemnification obligations with cash or by agreeing to surrender a portion of the Shareholders hereinshares underlying the Warrant, such or by a combination of cash and the surrender of a portion of the shares underlying the Warrant. If Seller chooses to satisfy its indemnification obligation shall terminate after obligations through the date one year after surrender of shares of Buyer's common stock underlying the Closing. The Indemnity Limit Warrant, for the purposes of satisfying obligations under this Article 9 each surrendered share shall be valued by subtracting the greater of "Exercise Price" (ias defined in the Warrant) $1,500,000 or (ii) 20% of the market value of the Parent Shares issued to all Shareholders pursuant to Section 1.5(a)(i) and issuable to all Shareholders upon exercise of options granted pursuant to Section 1.5(a)(ii), as adjusted for the effect of stock splits, stock dividends, reorganizations or other recapitalizations; provided, that the Indemnity Limit shall not be greater than $3,000,000; and provided further, that, if the combined value resulting from the calculation "Fair Market Value" of each such share (as defined in clause (ii) above (calculated with respect to 100% of the Parent Shares and options) (the "Securities' Value") does not exceed $1,500,000, the Indemnity Limit shall be the Securities' Value. A Shareholder may satisfy any obligation to indemnify any Indemnified Person by delivering Parent Shares having a market value equal to the indemnification obligation. For purposes of this provision, the market value of Parent Shares shall be equal to the average of the bid and asked price on the date which is one day prior to the day that the notice required by Section 5.4 was sent by the Indemnified PersonWarrant).

Limitation of Indemnification. 13.4.1 The obligation indemnity liability shall remain in full force and effect until the expiry of 18 months from the Closing Date or 30 days from approval of the Shareholders to indemnify the Indemnified Persons under Section 5.2 shall be Financial Statements for all Damages suffered by the Parent2022, the Acquisition Sub and all other Indemnified Personswhichever is later, up to an aggregate amount of Damages equal to the Indemnity Limit (as defined below); provided that, except with respect to the breach fundamental representations and the indemnity liability under Sections 13.1.2 and 13.1.3, which shall remain in force until he expiry of the limitation period under the law (“Indemnification Period”). Accordingly, any Indemnification Request must be sent to the Sellers no later than the end of the Indemnification Period. If an Indemnification Request is sent during the Indemnification Period, the Seller’s indemnity liability in the Indemnification Request shall survive even after the expiry of the Indemnification Period and until it is clarified and settled in accordance with the provisions of this Agreement, provided a claim is filed within 6 months from the date of delivery of the Indemnification Request by any Shareholder the Buyer. 13.4.2 The Indemnity liability shall apply only to Damage/s with an aggregate liability exceeds NIS [***] (“Indemnification Floor”). In cases where the total amount of any representation such Damage/s exceeds the Indemnification Floor, the Sellers’ indemnity liability shall apply to all such amounts (i.e., from the first shekel). 13.4.3 The aggregate indemnity liability of the Sellers shall not exceed 15% of the consideration actually paid by the Buyer, i.e., NIS 12,600,000 (whether as a result of a single incident or warranty contained herein from a series of incidents), other than with respect to taxesthe fundamental representations and indemnification under Sections 13.1.2 and 13.1.3 above, for which the total indemnity liability of the Sellers shall not exceed the consideration actually paid by the Buyer (i.e., NIS 84,000,000). 13.4.4 Notwithstanding the foregoing, in the event of a fraudulent breach of representations, there shall be no limitations on the Buyer’s rights and remedies against the Seller. It should be noted that except in the event of a fraudulent breach of representations, the indemnification obligation of such Shareholder obligations hereunder shall terminate after constitute the date seven years after sole and exclusive remedy against the Closing, and Sellers in connection with respect to all other representations and warranties of the Shareholders herein, such indemnification obligation shall terminate after the date one year after the Closing. The Indemnity Limit shall be the greater of (i) $1,500,000 or (ii) 20% of the market value of the Parent Shares issued to all Shareholders pursuant to Section 1.5(a)(i) and issuable to all Shareholders upon exercise of options granted pursuant to Section 1.5(a)(ii), as adjusted for the effect of stock splits, stock dividends, reorganizations or other recapitalizations; provided, that the Indemnity Limit shall not be greater than $3,000,000; and provided further, that, if the combined value resulting from the calculation in clause (ii) above (calculated with respect to 100% of the Parent Shares and options) (the "Securities' Value") does not exceed $1,500,000, the Indemnity Limit shall be the Securities' Value. A Shareholder may satisfy any obligation to indemnify any Indemnified Person by delivering Parent Shares having a market value equal to the indemnification obligation. For purposes of this provision, the market value of Parent Shares shall be equal to the average of the bid and asked price on the date which is one day prior to the day that the notice required by Section 5.4 was sent by the Indemnified PersonAgreement.