Common use of Limitation on Indemnity/Commitments Clause in Contracts

Limitation on Indemnity/Commitments. (i) The indemnification obligation of the parties hereto with respect to any breach of any representation or warranty pursuant to Sections 8.3(a) or (b) shall be limited to Claims for Damages made prior to last date of survival thereof referred to in Section 8.2. The indemnification obligation of the parties hereto with respect to any breach of any covenant or agreement pursuant to Sections 8.3(a) or (b) shall survive indefinitely subject to the terms of this Agreement. (ii) Buyer may not recover Damages from the Sellers pursuant to Section 8.3(a)(i) until the aggregate amount of Damages relating to such Claims for which Buyer is seeking indemnification exceeds two hundred fifty thousand dollars ($250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which Buyer is seeking indemnification exceeds such amount, Buyer may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which the Sellers shall be liable pursuant to this Section 8.3 shall be $10,000,000, plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereof. (iii) No Seller may recover damages from Buyer pursuant to Section 8.3(b)(i) until the aggregate amount of Damages for which such Seller is seeking indemnification exceeds two hundred and fifty thousand dollars (250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which such Seller is seeking indemnification exceeds such amount, such Seller may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which Buyer shall be liable pursuant to this Section 8.3 shall be $10,000,000, plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereof. (iv) Neither (a) the termination of the representations or warranties contained herein, nor (b) the expiration of the indemnification obligations described above, will affect the rights of a Person in respect of any Claim made by such Person received by the indemnifying party prior to the expiration of the applicable survival period provided herein.

Limitation on Indemnity/Commitments. (i) The indemnification obligation of the parties hereto Shareholders and of the Purchasers and CSR with respect to any breach Breach of any representation or warranty pursuant to Sections 8.3(aSection 10.2(a)(i) or (bb)(i) and of the Shareholders with respect to Damages arising under Section 10.2(a)(iii) shall be limited to Claims for Damages made prior to the last date of survival thereof referred to in Section 8.210.1. The indemnification obligation of the parties hereto Shareholders and the Purchasers and CSR with respect to any breach Breach of any covenant or agreement pursuant to Sections 8.3(aSection 10.2(a)(ii) or (bb)(ii) shall survive indefinitely subject to the terms of this Agreement. (ii) Buyer The Shareholder Indemnified Parties may not recover Damages from the Sellers Shareholders pursuant to Section 8.3(a)(i10.2(a)(i) or 10.3(a)(iii) until the aggregate amount of Damages relating to such Claims for which Buyer is seeking the Shareholder Indemnified Parties, in the aggregate, are entitled to indemnification under Section 10.2(a)(i) or 10.3(a)(iii) exceeds two hundred fifty thousand dollars Two Hundred Thousand Dollars ($250,000200,000) (the "Threshold"); PROVIDEDprovided, HOWEVERhowever, in the event that the aggregate amount of Damages for which Buyer is the Shareholder Indemnified Parties are seeking indemnification under Section 10.2(a)(i) or 10.3(a)(iii) exceeds such amount, Buyer the Shareholder Indemnified Parties may recover the full amount of such Damages less in excess of One Hundred Thousand Dollars ($250,000. Notwithstanding 100,000); provided, further, however, that for Claims Notices given prior to the foregoing, first anniversary of the Closing Date the maximum aggregate amount of damages such Damages for which the Sellers Shareholders shall be liable pursuant to this Section 8.3 10.2(a)(i) and 10.3(a)(iii) shall be not exceed Five Million Dollars $10,000,0005,000,000) and, plus that, for Claims Notices given on or minus after the amount first anniversary of any post-the Closing adjustment as set forth in Section 2.3 hereof. (iii) No Seller may recover damages from Buyer pursuant to Section 8.3(b)(i) until Date, the maximum aggregate amount of Damages for which such Seller is seeking indemnification exceeds two hundred and fifty thousand dollars (250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which such Seller is seeking indemnification exceeds such amount, such Seller may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which Buyer the Shareholders shall be liable pursuant to this Section 8.3 shall be $10,000,000, plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereof. (iv) Neither (a) the termination of the representations or warranties contained herein, nor (b) the expiration of the indemnification obligations described above, will affect the rights of a Person in respect of any Claim made by such Person received by the indemnifying party prior to the expiration of the applicable survival period provided herein.liable

Limitation on Indemnity/Commitments. (i) The indemnification obligation of the parties hereto with respect to any breach of any representation or warranty pursuant to Sections 8.3(a) or (b) shall be limited to Claims for Damages made prior to last date of survival thereof referred to in Section 8.2. The indemnification obligation of the parties hereto with respect to any breach of any covenant or agreement pursuant to Sections 8.3(a) or (b) shall survive indefinitely subject to the terms of this Agreement. (ii) Buyer may not recover Damages from the Sellers pursuant to Section 8.3(a)(i) until the aggregate amount of Damages relating to such Claims for which Buyer is seeking indemnification exceeds two hundred and fifty thousand dollars ($250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which Buyer is seeking indemnification exceeds such amount, Buyer may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which the Sellers shall be liable pursuant to this Section 8.3 shall be twenty-eight million dollars ($10,000,00028,000,000), plus or minus the amount of any post-Closing adjustment as set forth in Section 2.3 hereof. (iii) No Seller may recover damages Damages from Buyer pursuant to Section 8.3(b)(i) until the aggregate amount of Damages for which such Seller is seeking indemnification exceeds two hundred and fifty thousand dollars ($250,000); PROVIDED, HOWEVER, in the event that the aggregate amount of Damages for which such Seller is seeking indemnification exceeds such amount, such Seller may recover the full amount of such Damages less $250,000. Notwithstanding the foregoing, the maximum amount of damages for which Buyer shall be liable pursuant to this Section 8.3 shall be twenty- eight million dollars ($10,000,00028,000,000), plus or minus the amount of any post-post- Closing adjustment as set forth in Section 2.3 hereof. (iv) Neither (a) the termination of the representations or warranties contained herein, nor (b) the expiration of the indemnification obligations described above, will affect the rights of a Person in respect of any Claim made by such Person received by the indemnifying party prior to the expiration of the applicable survival period provided herein.