Common use of Limitations on Indemnification Obligations Clause in Contracts

Limitations on Indemnification Obligations. No Claim may be made against Seller on the one hand, or Buyer, on the other hand, for indemnification pursuant to this Article XI with respect to any individual Claim, unless the aggregate of (i) all Claims of the Buyer Indemnified Parties with respect to Section 11.2 or (ii) all Claims of the Seller Indemnified Parties with respect to Section 11.3, shall exceed $100,000 and, in such event Seller on the one hand, or Buyer, on the other hand shall be required to pay the aggregate amount of any such Claims, subject to the limitations described in the following sentence. Additionally, except as otherwise provided herein, (a) the aggregate amount of all Claims payable by Seller to the Buyer Indemnified Parties shall not exceed $1,000,000, and (b) the aggregate amount of all Claims payable by Buyer to the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding, any and all Claims by a Buyer Indemnified Party against Seller for indemnification relating to any claim by a customer, in connection with his Transferring Client Account, for claims arising or accruing prior to the Closing Date shall not be subject to, or included in calculating the limitations contained in this Section 11.5.

Limitations on Indemnification Obligations. No Claim may be made against Seller on the one hand, or Buyer, on the other hand, Any recovery by Buyer for indemnification pursuant to this Article XI with respect to any individual Claim, unless the aggregate of (i) all Claims of the Buyer Indemnified Parties with respect to Section 11.2 or (ii) all Claims of the Seller Indemnified Parties with respect to Section 11.3, shall exceed $100,000 and, in such event Seller on the one hand, or Buyer, on the other hand shall be required to pay the aggregate amount of any such Claims, subject to the limitations described in the following sentence. Additionally, except limited as otherwise provided herein, follows: (a) the aggregate amount of all Claims payable by Seller to the Buyer Indemnified Parties shall not exceed $1,000,000be entitled to any recovery unless a claim for indemnification is made in accordance with Section 7.2, so as to constitute a Valid Claim Notice, and within the time period of survival set forth in Section 7.3; (b) Buyer shall not be entitled to recover any amount for indemnification claims under Section 7.1(a)(i) unless and until the amounts that Buyer is entitled to recover in respect of such claims exceed, in the aggregate, $200,000 (the “Deductible”), in which event (subject to clause (c) below) the entire amount that Buyer is entitled to recover in respect of such claims less the Deductible shall be payable; and (c) the maximum amount recoverable by Buyer for indemnification claims under Section 7.1(a)(i) shall in the aggregate amount be equal to 50% of all Claims payable amounts paid at the time of each claim or thereafter by Buyer to Seller under this Agreement (the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding“Cap”) ; provided, any however, that such limitations in (b) and all Claims by a Buyer Indemnified Party against Seller for indemnification relating to any claim by a customer, in connection with his Transferring Client Account, for claims arising or accruing prior to the Closing Date (c) shall not be subject toapply in respect of any indemnification obligations of Seller arising as a result of the untruth or inaccuracy of any representation or warranty set forth in Sections 4.2 (Authorization), or 4.6 (Title to Purchased Assets) or 4.11 (No Finder). No Claims and Losses shall be included in calculating determining whether the limitations contained in this Section 11.5Deductible has been reached unless a Valid Claim Notice seeking indemnification for such Claims and Losses has been given by Buyer to Seller.

Limitations on Indemnification Obligations. No Claim may be made against Seller The obligation of the Sellers to indemnify and hold harmless the Buyer Indemnified Parties, on the one hand, or Buyer, on and the other hand, Buyer to indemnify and hold harmless the Sellers Indemnitees for indemnification their Damages pursuant to this Article XI with respect to any individual Claiman indemnification claim (under than under Section 10.2.3), unless shall only apply after such Losses exceed One Hundred Fifty Thousand Dollars ($150,000) in the aggregate of (i) all Claims of the “Deductible”), after which, the Buyer Indemnified Parties with respect to Section 11.2 or (ii) all Claims of the Seller Indemnified Parties with respect to Section 11.3, shall exceed $100,000 and, in such event Seller on the one hand, or Buyer, on the other hand Indemnitees shall be required entitled to pay recover the aggregate full amount of any and all such Claims, subject to Damages in excess of the limitations described in Deductible. In no event shall the following sentence. Additionally, except as otherwise provided herein, Seller’s indemnification obligations under this Article X exceed One Million Dollars (a) the aggregate amount of all Claims payable by Seller to the Buyer Indemnified Parties shall not exceed $1,000,000) (the “Cap”); provided, that Damages that are based on the fraud of Seller or on breaches of the representations of Seller in Sections 4.1 and 4.2 hereof (bthe “Excluded Claims”) the aggregate amount of all Claims payable by Buyer to the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding, any and all Claims by a Buyer Indemnified Party against Seller for indemnification relating to any claim by a customer, in connection with his Transferring Client Account, for claims arising or accruing prior to the Closing Date shall not be subject toto the Cap; provided, further, that the Seller’s aggregate obligation for all Damages, including any Damages from Excluded Claims, shall not exceed the Purchase Price. The Buyer acknowledges that it has had the opportunity to conduct due diligence and investigation with respect to this transaction. The Buyer further acknowledges that, to the extent the Buyer, or included any of the Buyer’s advisors, agents, consultants or representatives, by reason of such due diligence and investigation or otherwise, knew that any representation and warranty made herein by the Seller is inaccurate or untrue, this constitutes a release and waiver of any and all actions, claims, suits, damages or rights to indemnity, at law or in calculating equity, against the limitations contained in this Section 11.5Seller by the Buyer arising out of breach of that specific representation and warranty (but not with respect to every representation or warranty made within the same section or paragraph). Nothing herein shall be deemed to limit or waive the Buyer’s rights against the Seller arising out of any other representation and warranty made herein by the Seller.

Limitations on Indemnification Obligations. No Claim may be made against Seller on The rights of the one hand, or Buyer, on the other hand, for Parent Indemnitees to indemnification pursuant to this Article XI the provisions of Section 8.2(a) other than with respect to fraud or intentional misrepresentation are subject to the following limitations: (a) the amount of any individual Claim, unless the aggregate and all Losses will be determined net of (i) all Claims any amounts recovered or reasonably expected to be recovered by the Parent Indemnitees under insurance policies or other collateral sources (such as contractual indemnities of the Buyer Indemnified Parties any Person which are contained outside of this Agreement) with respect to such Losses and (ii) any Tax benefits realized with respect to such Losses in accordance with the principles of Section 11.2 5.10(g); (b) in valuing a Loss, no adjustment shall be made as a result of any multiple, increase factor, or any other premium over fair market value, book or historical value which may have been paid by Parent and/or Newco in connection with the valuation of the Company Securities for purposes of the Merger whether or not such multiple, increase factor or other premium had been used by Parent and/or Newco at the time of, or in connection with, calculating or preparing their bid or in calculating the Enterprise Value or the final Purchase Price; (c) in no event shall Loss include any consequential, indirect, lost profits, punitive and exemplary damages (other than to the extent consequential, indirect, punitive or exemplary damages are paid in a Third Party Claim); (d) the Parent Indemnitees will not be entitled to recover Losses pursuant to Section 8.2(a) until the total amount which the Parent Indemnitees would recover under clause (i) of Section 8.2(a) (as limited by the provisions of Sections 8.4(a) and 8.4(e)), but for this Section 8.4(d), exceeds One Million Two Hundred Fifty Thousand and No/100 Dollars ($1,250,000.00) (the “Deductible”) and then only for the excess over the Deductible; provided, however, that, notwithstanding anything herein to the contrary, the foregoing limitation in this Section 8.4(d) shall not apply in respect of Losses arising out of Section 8.2(a)(iv) or any breach by the Company of Sections 3.2 or 5.10(a); (e) Parent Indemnitees shall not be entitled to indemnification pursuant to Section 8.2 if (i) Parent could have mitigated or prevented such Loss (including seeking indemnification or other redress pursuant to the terms of any contract to which the Company is a party and by which the Company has the right to seek indemnification from any third party), or (ii) all Claims of such Loss is due to Parent or the Seller Indemnified Parties with respect to Section 11.3, shall exceed $100,000 and, in such event Seller on the one handSurviving Corporation filing a Tax return, or Buyertaking a position for Tax purposes, that is inconsistent with a position taken on a Tax return that was filed on or before the Closing Date; and (f) at any time the Parent Indemnitees (x) will be entitled to recover no more than the amount of cash then in the Escrow Account and (y) pursuant to this Agreement, will not be entitled to recover Losses from any source other than the Escrow Account. Notwithstanding anything contained herein to the contrary, after the Closing, on the other hand shall be required to pay date that the aggregate amount of any such Claims, subject to the limitations described cash in the following sentence. AdditionallyEscrow Account is reduced to zero, except as otherwise provided hereinthe Parent Indemnitees shall have no further rights to indemnification under this Article VIII, (a) the aggregate amount of all Claims payable by Seller to the Buyer Indemnified Parties shall not exceed $1,000,000, and (b) the aggregate amount of all Claims payable by Buyer to the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding, any and all Claims by a Buyer Indemnified Party against Seller for indemnification relating to any claim by a customer, in connection with his Transferring Client Account, other than for claims arising of fraud or accruing prior to the Closing Date shall not be subject to, or included in calculating the limitations contained in this Section 11.5intentional misrepresentation.

Limitations on Indemnification Obligations. No Claim may be made against Seller on Notwithstanding anything to the one hand, contrary herein or Buyer, on the other hand, for indemnification pursuant to this Article XI with respect to any individual Claim, unless the aggregate of otherwise, (ia) all Claims none of the Buyer Indemnified Parties with respect to Section 11.2 Persons or (ii) all Claims of the Seller Indemnified Parties with respect to Section 11.3, shall exceed $100,000 and, in such event Seller on the one hand, or Buyer, on the other hand Persons shall be required entitled to pay recover or assert any claim under Section 7.1 or Section 7.2, respectively, until the aggregate total amount of any Losses in respect of such Claims, subject claim or series of related claims thereunder exceed on a cumulative basis an amount equal to Ten Thousand Dollars ($10,000) (the limitations described in the following sentence. Additionally, except as otherwise provided herein, (a“De Minimis Threshold Amount”) the aggregate amount of after which all Claims payable by Seller to the Buyer Indemnified Parties such Losses shall not exceed $1,000,000, and be recoverable from dollar-one; (b) the maximum aggregate amount liability of all Claims payable by Buyer to the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding, for any and all Claims Indemnified Losses pursuant to Section 7.1 shall not exceed an amount equal to the total aggregate value of the Deferred Total Payment actually received, or to be actually received prior to any set-off in accordance with Section 7.1(c), by a Buyer Indemnified Party against Seller; and (c) Buyer’s sole recourse hereunder to Seller for indemnification relating any and all Indemnified Losses pursuant to Section 7.1 shall be to set off any claim by a customer, in connection with his Transferring Client Account, for claims arising or accruing prior such Indemnified Losses to the Closing Date extent actually incurred or actually suffered, against any payments due to Seller hereunder of any Deferred Cash Payment, any Deferred Stock Payment and/or any Deferred Sublicensing Consideration (for the avoidance of doubt, Buyer acknowledges and agrees that Buyer shall not be subject to, have no right of direct recourse to Seller or included its Affiliates for any such Indemnified Losses other than such right of set-off in calculating accordance with the limitations contained in this Section 11.5foregoing).

Limitations on Indemnification Obligations. No Claim may be made against Seller on the one hand, or Buyer, on the other hand, for The rights of Purchaser Indemnitees to indemnification pursuant to the provisions of Section 7.2.1 are subject to the following limitations: Section 7.4.1 the amount of any and all Losses will be determined net of (i) any amounts recovered by Purchaser Indemnitees under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Article XI Agreement) with respect to such Losses, net of any reasonable out-of-pocket expenses incurred in collecting such proceeds or payment and increases in premiums attributable to such recovery, and (ii) any Tax benefit actually realized with respect to such Losses within twelve (12) months following the date on which the Claim is made by Purchaser Indemnitee hereunder (it being understood that any such Tax benefit that actually is realized after the payment pursuant to this section (and within the period specified above) shall not be netted from such payment, but shall be paid by the applicable Purchaser Indemnitee within twenty (20) days after such Tax benefit actually is realized) (for the avoidance of doubt, this Section 7.4 shall in no way be construed to require any Purchaser Indemnitee to make available its Tax Returns (or any other information it deems confidential) to Seller or any other Person); Section 7.4.2 [Intentionally omitted]; Section 7.4.3 Purchaser Indemnitees will not be entitled to recover Losses pursuant to Section 7.2.1(a) until the total amount which Purchaser Indemnitees would recover under Section 7.2.1(a) (as limited by the provisions of Sections 7.4.1), exceeds $110,000 (the “Deductible”) and then only for the excess over the Deductible; provided, however, the Deductible will not apply in the case of fraud on the part of the party making such representation or warranty; provided, further, any amounts recovered by Purchaser Indemnitees under Sections 7.2.1(b), (c), or (d) or in the case of fraud shall count when determining whether the Deductible has been exceeded for purposes of claims under Section 7.2.1(a). Section 7.4.4 the Indemnity Escrow Funds, at any given time, shall be the sole source of recovery with respect to any individual ClaimLosses that the Purchaser Indemnities are entitled to recover from Seller or any of its Affiliates for Losses pursuant to Sections 7.2.1(a), unless and (d) (except in the aggregate case of (ifraud on the part of Seller or the Company) all Claims and in no event shall the Purchaser Indemnitees be entitled to recover from Seller or any of its Affiliates more than the amount of the Buyer Indemnified Parties with Indemnity Escrow Funds in respect of Losses pursuant to Section 11.2 or Sections 7.2.1(a), and (iid) all Claims (except in the case of fraud on the part of the Seller Indemnified Parties with respect party making such representation or warranty) (for the avoidance of doubt, notwithstanding anything contained herein to Section 11.3, shall exceed $100,000 and, in such event Seller on the one hand, or Buyercontrary after the Closing, on the date that the amount of cash in the Indemnity Escrow Account is reduced to zero, Purchaser Indemnitees shall have no further rights to indemnification from Seller under Sections 7.2.1(a), and (d) (except in the case of fraud on the part of the party making such representation or warranty)); Section 7.4.5 In no event shall Seller or any of its Affiliates have any liability pursuant to this Agreement, the Documents or any other hand certificate or instrument delivered pursuant hereto, or the transactions related hereto or thereto in the aggregate in excess of the proceeds received by such Person directly or indirectly as a result of the payment of proceeds to Seller pursuant to Article II of this Agreement, as adjusted. Section 7.4.6 Purchaser Indemnitees shall not be entitled to recover Losses to the extent such Losses were included in any item taken into account in the determination of Purchase Price (for which the sole remedy shall be required pursuant to pay Section 2.3); Section 7.4.7 Purchaser Indemnitees and Seller Indemnitees, as applicable, shall use commercially reasonable efforts to mitigate any of their respective Losses; provided that the aggregate amount costs of any such Claimscommercially reasonable mitigation efforts, subject to the limitations described set forth in this Agreement, shall constitute indemnifiable Losses hereunder; Section 7.4.8 in any case where a Purchaser Indemnitee recovers under insurance policies or from other collateral sources any amount in respect of a matter for which such Purchaser Indemnitee was indemnified pursuant to Section 7.2.1 of this Agreement, such Purchaser Indemnitee shall promptly pay over to Seller the following sentence. Additionallyamount so recovered (after deducting therefrom all reasonable and out-of-pocket expenses incurred by it in procuring such recovery), except as otherwise provided herein, but not in excess of the sum of (ai) the aggregate any amount previously so paid by or on behalf of all Claims payable by Seller in respect of such matter (taking into account any reduction pursuant to the Buyer Indemnified Parties shall not exceed $1,000,000Section 7.4.1), and (bii) any reasonable out-of-pocket expenses incurred by Seller in pursuing or defending any claim arising out of such matter; and Section 7.4.9 notwithstanding the aggregate foregoing, for the purposes of determining whether there has been a breach of a representation or warranty or covenant and for calculating the amount of all Claims payable by Buyer any Losses related thereto, the representations and warranties and covenants shall be read without regard to any Material Adverse Effect or other materiality qualifiers contained therein; provided that the foregoing shall not apply to the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding, any representations and all Claims by a Buyer Indemnified Party against Seller for indemnification relating to any claim by a customer, warranties set forth in connection with his Transferring Client Account, for claims arising or accruing prior to the Closing Date shall not be subject to, or included in calculating the limitations contained in this Section 11.53.6.2.

Limitations on Indemnification Obligations. No Claim may be made against Seller on The parties’ indemnification obligations are subject to the one hand, or Buyer, on the other hand, for indemnification pursuant to this Article XI with respect to following limitations: (a) The Equityholders shall not have any individual Claim, liability under ‎Section 9.2(a) unless and until the aggregate of (i) all Claims amount of the Buyer Indemnified Parties with respect to Section 11.2 or Damages incurred by the Purchaser Indemnitees exceeds $200,000 (ii) all Claims of the Seller Indemnified Parties with respect to Section 11.3, shall exceed $100,000 and“Equityholder Threshold”), in such event Seller on which case the one hand, or Buyer, on the other hand Equityholders shall be required to pay all Damages, including the amount of the Equityholder Threshold, to the Purchaser Indemnitees. In addition, Purchaser Indemnitees will not be entitled to assert any individual claim under ‎Section 9.3(a) unless the Damages related to such individual claim exceed $10,000 (the “Per Claim Threshold”) and any such claim that does not result in Damages in excess of the Per Claim Threshold will not count towards the calculation of the Equityholder Threshold; provided, that, Damages resulting from, arising out of, imposed upon or incurred by any Purchaser Indemnitee by reason of a breach of or inaccuracy in any of the Fundamental Representations shall not be counted towards the calculation of the Equityholder Threshold and/or any Per Claim Threshold; provided, that, for the avoidance of doubt, whenever multiple claims exist that arise out of the same set of facts or circumstances, such multiple claims shall be aggregated to constitute a single “individual claim” for purposes of the preceding clause (for example, the failure to withhold taxes for all employees would not constitute a separate item for each employee, but would be deemed a single individual item giving rise to a single Damage in the aggregate amount of such failures); provided, that, to avoid doubt, once such Damages exceed the Per Claim Threshold, Purchaser Indemnitees may assert such claim and all such Damages, from the first dollar thereof shall be recoverable hereunder and shall count towards the calculation of the Equityholder ▇▇▇▇▇▇▇▇▇; and provided, that, neither the Equityholder Threshold nor the Per Claim Threshold shall apply to claims of willful misconduct or fraud. (b) The Equityholders shall not have any such Claimsliability under ‎Section 9.2(a), subject to for any Damages in excess of the limitations Indemnity Escrow Amount; provided, that, the limitation described in this Section 9.3(b) shall not apply in the following sentence. Additionally, except as otherwise provided herein, case of willful misconduct or fraud. (ac) (i) the aggregate amount of all Claims payable Damages that may be recovered by Seller Purchaser Indemnitees under Sections 9.2(b) and (c), inclusive, shall be an amount equal to the Buyer Indemnified Parties shall not exceed $1,000,000Merger Consideration, and (bii) no individual Equityholder shall be liable to the aggregate Purchaser Indemnitees hereunder in excess of the amount of all Claims Merger Consideration actually received by such Equityholder hereunder (including such Equityholder’s portion of the Escrow Amount, Expense Fund and amounts payable pursuant to ‎Section 1.1 hereof); provided, that, the limitations described in this ‎Section 9.3(c) shall not apply to a particular Equityholder in the case of gross negligence, willful misconduct or fraud by Buyer such Equityholder. (d) Notwithstanding anything contained herein or elsewhere to the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstandingcontrary, any qualifications relating to materiality, including the terms “material,” “Material Adverse Effect,” or monetary thresholds contained in the representations and all Claims warranties (or definitions contained in the representations and warranties) set forth in this Agreement shall be disregarded for purposes of the indemnification provisions hereof, including for purposes of determining whether or not a breach of a representation or warranty has occurred, determining whether the thresholds in this ‎Article IX have been surpassed and/or determining the amount of any Damages incurred as a result of any breach of a representation or warranty. (e) No information or knowledge acquired, or investigations conducted, by Purchaser or its representatives, of the Company or any of its businesses, assets, liabilities or otherwise, shall in any way limit, or constitute a Buyer waiver of, or a defense to, any claim for indemnification or other claim by Purchaser or any Purchaser Indemnitee under this Agreement. (f) Neither the Equityholder Representative nor any Equityholder shall have any claim for contribution from or against the Company as a result of any indemnification or other payments made to any Purchaser Indemnitee pursuant to this Agreement. (g) Notwithstanding anything herein to the contrary, Purchaser Indemnitees shall not be entitled to recover under ‎Section 9.3: (i) any exemplary and punitive Damages (except to the extent the same are payable to a third party or result from, or arise in connection with, willful misconduct or fraud); (ii) any Damages taken into account and actually reflected as a reduction in the calculation of the Closing Consideration; (iii) any Damages with respect to any amount actually received by any Indemnified Party against Seller for under applicable insurance policies or third party indemnification provisions. (h) Purchaser Indemnitees shall not be entitled to recover any Damages relating to any matter arising under one provision of this Agreement to the extent that Purchaser Indemnitees have already recovered such Damages with respect to such matter pursuant to another provision of this Agreement. (i) Subject to ‎Section 9.5 any indemnifiable Damages owed to Purchaser or any Purchaser Indemnitee pursuant to Section 9.3 hereunder shall first be settled out of the Indemnity Escrow Account to the extent of the then-remaining Indemnity Escrow Amount and then, to the extent that such Damages exceed the then available portion of the Indemnity Escrow Account (for the sake of clarity, the available portion of the Indemnity Escrow Account shall not include any portions that are subject to a previously submitted Claim Notice) or indemnification for such Damages is due after termination of the Indemnity Escrow Account, any such indemnifiable Damages shall be, at the sole and absolute discretion of each Equityholder, either settled in share of Ordinary Shares of Purchaser in an amount of Purchaser Share Consideration based on such Equityholder’s Indemnifying Pro Rata Share or paid in cash directly by the Equityholders in accordance with such Equityholder’s Indemnifying Pro Rata Share. Except as set forth in this ‎Section 9.3, no Purchaser Indemnitee shall have any obligation to first submit, seek to collect or to actually collect upon any coverage under any applicable policy of insurance as a precondition to asserting claim by a customerfor indemnification hereunder, including for purposes of ‎Section 9.2 hereof; provided that, in connection the event that a Purchaser Indemnitee determines in good faith that it is reasonably likely to incur Damages for which it may be entitled to indemnification hereunder, Purchaser shall be entitled to submit a Claim Notice in accordance with his Transferring Client Account‎Section 9.6 for indemnification of reasonably anticipated Damages in advance of the actual incurrence by any such Persons of the same, for claims arising or accruing whether to preserve such Person’s rights to assert a claim prior to the Closing Date shall expiration of an applicable survival period with regard to the underlying matter, to preserve such Person’s rights under the Escrow and Paying Agent Agreement or otherwise. It is agreed that the number of Ordinary Shares of Purchaser which will be paid to a Purchaser Indemnity in order to settle any indemnification obligation of the Equityholders under ‎Section 9.2 out of the Indemnity Escrow Amount, will be based on the Purchaser Share Consideration Price at Closing, regardless of the market value of the Ordinary Shares of Purchaser at the time of such payment. However, it is hereby clarified that the number of Ordinary Shares of Purchaser which will be paid to a Purchaser Indemnity in order to settle any indemnification obligation of the Equityholders under ‎Section 9.2 which is not out of the Indemnity Escrow Amount, will be subject tobased on the Purchaser Share Consideration Price at the time of such settlement and payment, or included in calculating regardless of the limitations contained in this Section 11.5market value of the Ordinary Shares of Purchaser at the time of the Closing.

Limitations on Indemnification Obligations. No Claim may Notwithstanding any provision to the contrary contained in this Agreement: (a) The amount of any and all Loss for which the Buyer Indemnitees are entitled to indemnification will be made against Seller on the one hand, or Buyer, on the other hand, for indemnification pursuant to this Article XI with respect to any individual Claim, unless the aggregate determined net of (i) all Claims of any amounts recovered or reasonably expected to be recovered by the Buyer Indemnified Parties Indemnitees pursuant to any indemnification by, or indemnification agreement with, any third party, (ii) any amounts recovered by the Buyer Indemnitees pursuant to any insurance policy (including the RWI Policy), (iii) any other cash receipts or sources of reimbursement received by the Buyer Indemnitees in respect of or as an offset against such Loss, (each source of recovery referred to in clauses (i), (ii) and (iii), a “Collateral Source”) and (iv) the amount of any Tax benefits realized by the Buyer Indemnitees with respect to Section 11.2 or such Loss (iia “Tax Benefit”). (b) all Claims of the The Buyer Indemnitees shall not be entitled to recover Loss from Seller Indemnified Parties with respect pursuant to Section 11.37.1(a)(i) unless and until the total amount which the Buyer Indemnitees would recover pursuant to Section 7.1(a)(i) (as limited by the provisions of this Section 7.3 other than this Section 7.3(b)), shall exceed exceeds $100,000 and, 500,000 (the “Threshold”) in such which event Seller on the one hand, or Buyer, on the other hand shall only be required to pay or be liable for Loss in excess of the aggregate amount of any such Claims, subject Threshold. (c) Notwithstanding anything to the limitations described in the following sentence. Additionally, except as otherwise provided contrary herein, (a) the aggregate amount cumulative indemnification obligations of all Claims payable by Seller to the Buyer Indemnified Parties under this Article VII shall not exceed $1,000,000, and (b) the aggregate amount of all Claims payable by Buyer to the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding, any and all Claims by a Buyer Indemnified Party against Seller for indemnification relating to any claim by a customerin no event exceed, in connection with his Transferring Client Accountaggregate, for claims arising or accruing prior to the Closing Date shall not be subject to, or included in calculating the limitations contained in this Section 11.5$10,000,000.

Limitations on Indemnification Obligations. No Claim may (a) Seller shall not be made against Seller on obligated to indemnify Purchaser for any Losses incurred by Purchaser or other Indemnified Parties of the one handPurchaser under Section 8.2 until the Losses for which Purchaser is entitled to indemnification under this Agreement exceed $75,000 in the aggregate, or Buyerin which case, on upon exceeding such threshold amount, Purchaser shall be entitled to recover all such Losses (including such initial threshold amount). (b) Except as provided in Section 8.6(d), notwithstanding anything contained in this Agreement to the other handcontrary, for indemnification pursuant to this Article XI with respect to any individual Claim, unless the aggregate of in no event shall (i) all Claims Seller’s liability for Losses (other than Losses relating to the breach of covenants to be performed by Seller prior to the Buyer Indemnified Parties with respect to Section 11.2 Closing) exceed, in the aggregate, $2,500,000, or (ii) all Claims Purchaser’s liability for Losses (specifically excluding Losses related to Purchaser’s failure to pay any portion of the Seller Purchase Price payable in accordance with this Agreement) exceed, in the aggregate, the lesser of (x) (A) any unpaid portion of the Earn-out Payment or (B) the total amount of the Assumed Liabilities, whichever is greater, and (y) $2,500,000. (c) The amount of any Losses for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnified Parties from third parties (including amounts recovered under insurance policies) with respect to Section 11.3, shall exceed $100,000 and, in such event Seller on the one hand, or Buyer, on the other hand shall be required to pay the aggregate amount of any such Claims, subject to the Losses. (d) The limitations described in the following sentence. Additionally, except as otherwise provided herein, (a) the aggregate amount of all Claims payable by Seller to the Buyer Indemnified Parties shall not exceed $1,000,000, and (b) the aggregate amount of all Claims payable by Buyer to the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding, any and all Claims by a Buyer Indemnified Party against Seller for indemnification relating to any claim by a customer, in connection with his Transferring Client Account, for claims arising or accruing prior to the Closing Date shall not be subject to, or included in calculating the limitations contained set forth in this Section 11.58.6 shall not apply to a party’s indemnification obligations under this Agreement arising out of, relating to or resulting from fraud or intentional misrepresentation by such party.

Limitations on Indemnification Obligations. No Claim may be made against Seller on The rights of the one hand, or Buyer, on the other hand, for Purchaser Indemnitees to indemnification pursuant to this Article XI with respect the provisions of Section 9.2.1 are subject to the following limitations: Section 9.5.1 the amount of any individual Claim, unless the aggregate and all Losses will be determined net of (i) all Claims any amounts actually recovered by the Purchaser Indemnitees under insurance policies or other collateral sources (such as contractual indemnities of the Buyer Indemnified Parties any Person which are contained outside of this Agreement) with respect to Section 11.2 such Losses, provided that the Purchaser Indemnitees shall have used commercially reasonable efforts to recover under such insurance policies or other collateral sources, and (ii) all Claims of the Seller Indemnified Parties any Tax benefits recognized with respect to such Losses; Section 11.39.5.2 in valuing a Loss, no adjustment shall be made as a result of any multiple, increase factor, or any other premium over fair market value, book or historical value which may have been paid by the Purchaser for the Common Stock whether or not such multiple, increase factor or other premium had been used by the Purchaser at the time of, or in connection with, calculating or preparing its bid, its proposed purchase price for the Common Stock or its final purchase price for the Common Stock; Section 9.5.3 the Purchaser Indemnitees will not be entitled to recover Losses pursuant to Section 9.2.1(i) until the total amount which the Purchaser Indemnitees would recover under Section 9.2.1(i) (as limited by the provisions of Sections 9.5.1 and 9.5.2, but for this Section 9.5.3), exceeds $375,000 (the “Deductible”) and then only for the excess over the Deductible; provided, however, that the Deductible shall not apply to recovery for a breach of any Fundamental Representation; Section 9.5.4 the Purchaser Indemnitees will not be entitled to recover Losses pursuant to Section 9.2.1 (i) if the aggregate claims actually paid by the Seller on account thereof exceed $100,000 and7,000,000 (the “Cap”); provided, in such event Seller on however, that the one hand, or Buyer, on the other hand Cap shall be required not apply to pay the aggregate amount recovery for a breach of any such Claims, subject to the limitations described in the following sentence. Additionally, except as otherwise provided herein, (a) the aggregate amount of all Claims payable by Seller to the Buyer Indemnified Parties shall not exceed $1,000,000, and (b) the aggregate amount of all Claims payable by Buyer to the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding, any and all Claims by a Buyer Indemnified Party against Seller for indemnification relating to any claim by a customer, in connection with his Transferring Client Account, for claims arising or accruing prior to the Closing Date shall not be subject to, or included in calculating the limitations contained in this Section 11.5.Fundamental Representation;

Limitations on Indemnification Obligations. No Claim may be made against Seller on The rights of the one hand, or Buyer, on the other hand, for Buyer Indemnitees to indemnification pursuant to this Article XI the provisions of Section 8.2(a) are subject to the following limitations: (a) the amount of any and all Losses of Buyer Indemnitees will be determined net of any amounts actually recovered by the Buyer Indemnitees under insurance policies with respect to such Losses; provided that if, following the payment of any individual Claimindemnification amounts pursuant to Section 8.2(a), Parent, Surviving Corporation or any of their respective Affiliates recover any amounts under insurance policies with respect to such Losses, then the applicable Buyer Indemnitees shall reimburse the Escrow Account the amount of such insurance recoveries to the extent such recoveries were previously paid out of the Escrow Fund; (b) the Buyer Indemnitees shall not be entitled to recover for any particular Loss pursuant to Section 8.2(a) unless the aggregate of such Loss equals or exceeds $15,000; provided that (i) all Claims if a transaction or occurrence involving the same parties produces or results in (A) a number of the Buyer Indemnified Parties with respect to Section 11.2 separate Losses of a substantially similar nature, or (B) a succession of substantially similar Losses over a number of accounting periods, or (ii) all Claims a transaction or occurrence involving multiple parties produces or results in Losses by various parties of a substantially similar nature, then such separate Losses will be deemed to be aggregated for purposes of satisfying the Seller Indemnified Parties with respect $15,000 threshold set forth in this Section 8.4(b); (c) the Buyer Indemnitees will not be entitled to recover Losses pursuant to Section 11.38.2(a)(i) until the total amount which the Buyer Indemnitees would recover under Section 8.2(a)(i) (as limited by the provisions of Sections 8.4(a) and 8.4(b)), but for this Section 8.4(c), exceeds the Threshold Amount, and then only for the excess over the Threshold Amount; provided that the limitations set forth in this Section 8.4(c) shall exceed $100,000 andnot apply to Losses relating to breaches of representations and warranties contained in Section 3.5 , in such event Seller on the one hand3.10, 3.23, or BuyerSection 3.24; and (d) at any time the Buyer Indemnitees (x) will be entitled to recover no more than the amount of cash then in the Escrow Account and (y) pursuant to this Agreement, will not be entitled to recover Losses from any source other than the Escrow Account. Notwithstanding anything contained herein to the contrary, absent fraud, after the Closing, on the other hand shall be required to pay date that the aggregate amount of any such Claims, subject to the limitations described cash in the following sentence. AdditionallyEscrow Account is reduced to zero, except as otherwise provided herein, (a) the aggregate amount of all Claims payable by Seller to the Buyer Indemnified Parties Indemnitees shall not exceed $1,000,000, and (b) the aggregate amount of all Claims payable by Buyer have no further rights to the Seller Indemnified Parties shall also not exceed $1,000,000. The foregoing notwithstanding, any and all Claims by a Buyer Indemnified Party against Seller for indemnification relating to any claim by a customer, in connection with his Transferring Client Account, for claims arising or accruing prior to the Closing Date shall not be subject to, or included in calculating the limitations contained in under this Section 11.5Article VIII.