Common use of Limitations on Indemnity Payments Clause in Contracts

Limitations on Indemnity Payments. (a) No claim for indemnification under Section 12.2(a) may be made by the Purchaser Indemnified Parties, and no payment in respect of a claim for indemnification shall be required from Seller, unless and to the extent the aggregate amount of Losses which the Purchaser Indemnified Parties have incurred exceeds $500,000 (the “Basket”), after which Purchaser Indemnified Parties shall be fully indemnified for all Losses, subject to Section 12.5(b), without regard to the Basket; provided, however, that the Basket shall not apply to, and Purchaser Indemnified Parties shall be entitled to indemnification without regard to satisfaction of the Basket with respect to (i) claims for fraud, willful misrepresentation or intentional breach or (ii) claims for breach of the representations or warranties made in Sections 4.1, 4.2, 4.3, 4.6, 4.15 and 4.19.

Limitations on Indemnity Payments. (axv) No claim for indemnification under Section 12.2(a8.1(a) may be made by the Purchaser Indemnified Parties, and no payment in respect of a claim for indemnification shall be required from Seller▇▇▇▇▇▇▇, unless and only to the extent that the aggregate amount of Losses Damages against which the Purchaser Indemnified Parties have incurred are entitled to be indemnified exceeds $500,000 (the “Basket”), after which Purchaser Indemnified Parties shall be fully indemnified for all Losses, subject to Section 12.5(b), without regard to the Basket; provided, however, that the Basket shall not apply to, and the Purchaser Indemnified Parties shall be entitled to indemnification without regard to satisfaction of the Basket with respect to to, (i) claims for fraud, willful fraud or fraudulent misrepresentation or intentional breach or and (ii) claims for breach of the representations any representation or warranties warranty made in Sections 4.1Section 3.1, 3.2, 3.3, 3.6, 4.2, 4.3, 4.64.9(a) (other than for Liens arising out of claims of vendors or tradesmen in the ordinary course of business), 4.15 and 4.19.4.14, 4.22 or 4.23 (collectively, the “Designated Representations”)