Common use of Limitations on Indemnification Obligations Clause in Contracts

Limitations on Indemnification Obligations. Any recovery by Buyer for indemnification shall be limited as follows: (a) Buyer shall not be 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 be equal to 50% of all amounts paid at the time of each claim or thereafter by Buyer to Seller under this Agreement (the “Cap”) ; provided, however, that such limitations in (b) and (c) shall not apply 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 determining whether the Deductible 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. Any recovery by Buyer 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 limited required to pay the aggregate amount of any such Claims, subject to the limitations described in the following sentence. Additionally, except as follows: 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 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 be equal to 50% of all amounts paid at the time of each claim or thereafter by Buyer to Seller under this Agreement (the “Cap”) ; provided, however, that such limitations in (b) and (c) shall not apply 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)to, or 4.6 (Title to Purchased Assets) or 4.11 (No Finder). No Claims and Losses shall be included in determining whether calculating the Deductible has been reached unless a Valid Claim Notice seeking indemnification for such Claims and Losses has been given by Buyer to Sellerlimitations contained in this Section 11.5.

Limitations on Indemnification Obligations. Any recovery by Buyer for indemnification shall be limited as follows: (a) Seller shall have no obligation or liability to Buyer pursuant to Section 9.2(a) of this Agreement, except to the extent that the aggregate amount of Damages incurred or suffered by Buyer which Seller is otherwise responsible for under such Section exceeds [*] Dollars ($[*]) (the “Threshold”), at which time Buyer shall not be entitled to any recovery unless a claim assert claims against Seller for indemnification is made Damages in accordance with Section 7.2excess of, 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, $200,000 but excluding [*] (the “Deductible”), in which event (subject to clause (c) below) the entire amount that Buyer is entitled to recover in respect of such claims less the Deductible shall be payable; and (c) the maximum amount recoverable by Buyer for indemnification claims under Section 7.1(a)(i) shall in the aggregate be equal to 50% of all amounts paid at the time of each claim or thereafter by Buyer to Seller under this Agreement (the “Cap”) ; provided, however, that such limitations the maximum liability of Seller for all claims by Buyer under Section 9.2(a) of this Agreement, together, shall not in any case exceed [*] Dollars ($[*]) in the aggregate (the “Cap”), provided, that, the foregoing Cap shall not apply to breaches of Section 5.1.7, for which the maximum liability of Seller for claims by Buyer under Sections 9.2(a) of this Agreement, together with any other claims made pursuant to Section 9.2(a), shall not in any case exceed the [*]. (b) and (cBuyer shall have no obligation or liability to Seller pursuant to Section 9.3(a) of this Agreement, except to the extent that the aggregate amount of Damages incurred or suffered by Seller which Buyer is otherwise responsible for under such Section exceeds the Threshold, at which ▇▇▇▇ ▇▇▇▇▇▇ shall be entitled to assert claims against Buyer for Damages in excess of, but excluding, the Deductible; provided, however, that the maximum liability of Buyer for all claims by Seller under Section 9.3(a) of this Agreement, together, shall not apply in respect of any indemnification obligations of Seller arising as a result of case exceed 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 determining whether the Deductible has been reached unless a Valid Claim Notice seeking indemnification for such Claims and Losses has been given by Buyer to SellerCap.

Limitations on Indemnification Obligations. Any recovery by Buyer for indemnification shall be limited as follows(a) The obligations of Seller and the Shareholders pursuant to the provisions of Section 8.1 are subject to the following limitations: (ai) Seller and the Shareholders shall be required to indemnify and hold harmless under Section 8.1(iii) with respect to Loss and Expense incurred by Buyer shall not be entitled to any recovery unless Group Members (other than Loss and Expense incurred as a claim for indemnification is made result of inaccuracies of the representations and warranties contained in accordance with Section 7.2Sections 5.1, so 5.3, 5.7, 5.16, 5.25 and 5.27, as to constitute a Valid Claim Notice, and within which this subsection (i) shall have no effect) only if the time period of survival set forth in Section 7.3; (b) Buyer shall not be entitled to recover any aggregate 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 Loss and Expense exceeds $200,000; provided that if the aggregate, $200,000 (the “Deductible”), in which event (subject to clause (c) below) the entire aggregate amount that Buyer is entitled to recover in respect of such claims less the Deductible shall be payable; Loss and (c) the maximum amount recoverable Expense incurred by Buyer for indemnification claims under Section 7.1(a)(i) shall in the aggregate be equal to 50% of all amounts paid at the time of each claim or thereafter by Buyer to Seller under Group Members exceeds $200,000, then this Agreement subsection (the “Cap”) ; provided, however, that such limitations in (b) and (ci) shall not apply and Buyer Group Members shall be entitled to indemnification for all Loss and Expense irrespective of this subsection (i); (ii) the aggregate amount that Seller and the Shareholders shall be required to indemnify and hold harmless under Section 8.1(iii) shall not exceed an amount equal to $18 million; (iii) the aggregate amount that any Shareholder shall be required to indemnify and hold harmless under Section 8.1(iii) shall not exceed an amount equal to the product of (A) such Shareholder’s Shareholder Percentage and (B) $18 million; (iv) the indemnification provided for in respect Section 8.1(iii) shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 8.1(iii) thereafter), except that the indemnification by Seller and the Shareholders shall continue as to: (A) the representations and warranties set forth in Sections 5.1, 5.3, 5.7, 5.16, 5.25 and 5.27 as to all of which no time limitation shall apply and (B) any Loss or Expense of which any Buyer Group Member has notified Seller or the Shareholders in accordance with the requirements of Section 8.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 8.5, as to which the obligation of Seller and the Shareholders shall continue until the liability of Seller and the Shareholders shall have been determined pursuant to this Article VIII, and Seller and the Shareholders shall have reimbursed all Buyer Group Members for the full amount of any indemnification such Loss and Expense determined to be payable to such Buyer Group Members in accordance with this Article VIII. (b) The obligations of Buyer pursuant to the provisions of Section 8.2 are subject to the following limitations: (i) Buyer shall be required to indemnify and hold harmless under Section 8.2(iii) with respect to Loss and Expense incurred by Seller arising Group Members (other than Loss and Expense incurred as a result of inaccuracies of the untruth or inaccuracy representations and warranties contained in Sections 6.1, 6.2, 6.5 and 6.6, as to which this subsection (i) shall have no effect) only if the aggregate amount of such Loss and Expense exceeds the $200,000; provided, that if the aggregate amount of Loss and Expense incurred by Seller Group Members exceeds $200,000, then this subsection (i) shall not apply and Seller Group Members shall be entitled to indemnification for all Loss and Expense irrespective of this subsection (i); (ii) the aggregate amount that Buyer shall be required to indemnify and hold harmless under Section 8.2(iii) shall not exceed an amount equal to $18 million; and (iii) the indemnification provided for in Section 8.2(iii) shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any representation or warranty Seller Group Member under Section 8.2(iii) thereafter), except that the indemnification by Buyer shall continue as to (A) the representations and warranties set forth in Sections 4.2 6.1, 6.2, 6.5 and 6.6 as to all of which no time limitation shall apply and (Authorization)B) any Loss or Expense of which any Seller Group Member has notified Buyer in accordance with the requirements of Section 8.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 8.5, or 4.6 (Title as to Purchased Assets) or 4.11 (No Finder). No Claims which the obligation of Buyer shall continue until the liability of Buyer shall have been determined pursuant to this Article VIII, and Losses Buyer shall be included have reimbursed all Seller Group Members for the full amount of such Loss and Expense in determining whether the Deductible has been reached unless a Valid Claim Notice seeking indemnification for such Claims and Losses has been given by Buyer to Selleraccordance with this Article VIII.

Limitations on Indemnification Obligations. Any recovery by Buyer for indemnification shall be limited as follows: (a) Buyer Sellers shall not be entitled have no obligation or liability to any recovery unless a claim Purchasers pursuant to Section 7.2(a) or Section 7.2(b) of this Agreement, except to the extent that the aggregate amount of Damages incurred or suffered by Purchasers which Sellers are otherwise responsible 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; under such Sections exceeds Two Hundred Fifty Thousand Dollars (b$250,000) 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 at which event (subject to clause (c) below) the entire amount that Buyer is time Purchasers shall be entitled to recover assert claims against Sellers for Damages in respect of such claims less excess of, but excluding, 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 be equal to 50% of all amounts paid at the time of each claim or thereafter by Buyer to Seller under this Agreement (the “Cap”) Deductible; provided, however, that such limitations the maximum liability of Seller for all claims by Purchasers under Section 7.2(a) and Section 7.2(b) of this Agreement together shall not in any case exceed Three Million Dollars ($3,000,000) in the aggregate (the “Cap”). (b) Purchasers shall have no obligation or liability to Seller pursuant to Section 7.3(a) or Section 7.3(b) of this Agreement, except to the extent that the aggregate amount of Damages incurred or suffered by Sellers which Purchasers are otherwise responsible for under such Sections exceeds the Deductible, at which time Sellers shall be entitled to assert claims against Purchasers for Damages in excess of, but excluding, the Deductible; provided, however, that the maximum liability of Purchasers for all claims by Sellers under Section 7.3(a) and (cSection 7.3(b) of this Agreement, together, shall not apply in respect of any indemnification obligations of Seller arising as a result of case exceed 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 determining whether the Deductible has been reached unless a Valid Claim Notice seeking indemnification for such Claims and Losses has been given by Buyer to SellerCap.

Limitations on Indemnification Obligations. Any recovery by Buyer for indemnification shall be limited as follows: (a) Seller shall have no obligation or liability to Buyer pursuant to Section 10.2(a) or Section 10.2(b) of this Agreement, except to the extent that the aggregate amount of Damages incurred or suffered by Buyer which Seller is otherwise responsible for under such Sections exceeds Fifty Thousand Dollars ($50,000) (the "Deductible"), at which time Buyer shall not be entitled to any recovery unless a claim assert claims against Seller for indemnification is made Damages in accordance with Section 7.2excess of, so as to constitute a Valid Claim Noticebut excluding, 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 be equal to 50% of all amounts paid at the time of each claim or thereafter by Buyer to Seller under this Agreement (the “Cap”) ; provided, however, that such limitations the maximum liability of Seller for all claims by Buyer under Section 10.2(a) and Section 10.2(b) of this Agreement together shall not in any case exceed Three Million Dollars ($3,000,000) in the aggregate (the "Cap"). (b) Buyer shall have no obligation or liability to Seller pursuant to Section 10.3(a) or Section 10.3(b) of this Agreement, except to the extent that the aggregate amount of Damages incurred or suffered by Seller which Buyer is otherwise responsible for under such Sections exceeds the Deductible, at which time Seller shall be entitle▇ ▇▇ ▇▇▇▇▇▇ claims against Buyer for Damages in excess of, but excluding, the Deductible; provided, however, that the maximum liability of Buyer for all claims by Seller under Section 10.3(a) and (cSection 10.3(b) of this Agreement, together, shall not apply in respect of any indemnification obligations of Seller arising as a result of case exceed 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 determining whether the Deductible has been reached unless a Valid Claim Notice seeking indemnification for such Claims and Losses has been given by Buyer to SellerCap.