Common use of Limitations on Indemnity Payments Clause in Contracts

Limitations on Indemnity Payments. (a) Seller and Purchaser agree that the indemnification payments under this Article X, when combined with all other indemnification payments made by Seller under this Agreement, in the aggregate, shall not exceed the Purchase Price. The parties agree that payments pursuant to this Article X may (in Purchaser's sole discretion) be paid out of the Indemnification Escrow Amount, provided that there is no requirement that such be the case. (b) An Indemnified Party's right to indemnification in respect of any indemnifiable Loss pursuant to Section 10.8 or 10.9, shall be limited to an amount equal to sixty-two and one half percent (62.5%) of such Loss; provided, however, that in the event the Indemnified Party (i) does not claim a Tax deduction on any Tax Return in respect of all or any portion of such Loss and (ii) delivers to the Indemnifying Party an opinion of nationally-recognized tax counsel (which counsel shall be reasonably acceptable to the Indemnifying Party) to the effect that it is more likely than not that a deduction or deductions in respect of such Loss would not be allowable in one or more taxable years for U.S. federal income Tax purposes, the Indemnified Party's right to indemnification in respect to such Loss shall be for one-hundred percent (100%) of such Loss. Payment of the amount specified in the preceding sentence to any Indemnified Party with respect to the relevant Loss shall satisfy the Indemnifying Party's entire indemnification obligation to the Indemnified Party with respect to such Loss pursuant to Section 10.9.