Limitations Upon Indemnification Sample Clauses

Limitations Upon Indemnification. Notwithstanding anything in this Section 4.03 to the contrary: (i) Stockholder shall not be obligated to provide any indemnification under Section 4.03 unless and until the aggregate amount of Losses for which it is obligated to provide such indemnification exceeds the sum of $500,000, after which Stockholder and the Other Stockholder shall each be obligated, on a joint and several basis, to provide indemnification for one-half of the entire amount of such Losses; and (ii) in no event shall the aggregate liability of Stockholder together with the aggregate liability of the Other Stockholder under this Section 4.03 exceed the entire amount of the Escrow Fund.

Limitations Upon Indemnification. Buyer shall not have any right to indemnification under this paragraph 7 or otherwise to recover damages against Stockholder based upon the breach of a representation or warranty by Sellers or Stockholder unless and until the amount of its claims is in excess of $100,000.00 (the "Retained Indemnification") in the aggregate. The obligation of Stockholder to indemnify or pay damages to Buyer for any breach of representation or warranty shall apply only to the excess of the aggregate amount of all such claims over $100,000.00. Buyer shall not be entitled to assert as a defense, counterclaim or set-off against any portion of the Purchase Price any claim for indemnification or damages, it being the intention of the parties that Buyer's obligation to pay the Purchase Price and perform under the Promissory Notes and the Registration Rights Agreement be absolute and unconditional and that any claim for indemnification or damages should be asserted by Buyer in a separate action.

Limitations Upon Indemnification. 27 8.7. Exclusive Remedy................................................. 27 8.8

Limitations Upon Indemnification. Notwithstanding any provision in Sections 10 or 12 of this Agreement to the contrary, no Underwriter or other indemnified party under Section 10 shall have any right to indemnification under Section 10 based upon the breach of the representation or warranty by either Management Selling Shareholder contained in Section 2(b) of this Agreement (a) unless and until the amount of its claims for such indemnification are in excess of $750,000 in the aggregate, in which event the indemnification obligations of the Management Selling Shareholders under Section 10 shall apply only to the excess of the aggregate amount of all such claims over $750,000, subject to the limitations set forth in subsection (d) below, (b) unless and until any right of indemnification against the Company has been exhausted, (c) unless such claim is brought within six months of the date of this Agreement and (d) in an amount that exceeds (i) as to Mark Cocchiola, $500,000 ($700,000, if all of his Selling Shareholder ▇▇▇▇▇▇▇▇ ▇▇▇▇▇s are sold, or such applicable additional pro rata amount if less than all of his Selling Shareholder Optional Shares are sold) or (ii) as to Steven Venechanos, $100,000 ($200,000 if all of his Selling Shareholde▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ are sold, or such applicable additional pro rata amount if less than all of his Selling Shareholder Optional Shares are sold).

Limitations Upon Indemnification. (a) The parties agree that the remedies provided in this Article IX are the exclusive remedies for any breach of representation, warranty or covenant, and for misrepresentation, under this Agreement. Any claim based, in whole or in part, upon any untrue or incorrect statement set forth in this Agreement shall be deemed to be a claim for a breach of representation, warranty or covenant, or misrepresentation, under this Agreement. Notwithstanding anything in this Article IX to the contrary: (i) Neither HEI nor the Company shall be obligated to provide any indemnification under Section 9.2 (i) or (ii) unless and until the aggregate amount for which it is obligated to provide such indemnification exceeds the sum of $200,000, after which HEI and the Company shall be obligated to pay the entire amount of any such excess which is payable by it pursuant to the provisions of Section 9.2; and (ii) In no event shall the aggregate liability of HEI and the Company under Section 9.2 exceed the aggregate purchase price paid hereunder. (b) The representations and warranties in this Agreement and the indemnification provisions in this Agreement in respect thereof shall survive the Closing until [two years] after the Closing Date, at which time they shall terminate; provided, however, that such termination shall not affect any claim for breaches of representations or warranties if written notice thereof, in reasonable detail, is given to the breaching party or parties prior to such termination date or for breaches of the covenants hereunder

Limitations Upon Indemnification. The Investors shall not be entitled to recover under Section 5.2 for Losses to the extent such Losses do not exceed (i) $200,000 plus (ii) the Additions (as defined below) in the aggregate and then only as to such excess and the Marlton Parties shall not be entitled to recover under Section 5.3 for Losses to the extent such Losses do not exceed $200,000 in the aggregate and then only as to such excess. Neither Investor may bring a claim for indemnification based on the breach of a particular representation or warranty if, at the time hereof, either Investor had actual knowledge of the breach of such representation or warranty, provided, however, that nothing herein shall reduce the parties' rights to terminate the Agreement. In addition, neither Investor may bring a claim for indemnification based on the breach of a particular representation or warranty with respect to matters disclosed following the date hereof with respect to events occurring following the date hereof if either Investor had actual knowledge of such breach at the Closing Time, provided, however, that nothing herein shall reduce the parties' rights to terminate the Agreement. Neither Marlton Party may bring a claim for indemnification based on the breach of a particular representation or warranty if, at the time hereof, an officer of a Marlton Party had knowledge of the breach of such representation or warranty, provided, however, that nothing herein shall reduce the parties' rights to terminate the Agreement. The "Additions" are any assets of the Marlton Parties existing as of June 30, 2001 or relating to the operations of Marlton's business prior to June 30, 2001 that are not reflected in the June 30, 2001 consolidated balance sheet of the Company included in the Financial Statements (other than any asset of less than $2,000).

Limitations Upon Indemnification. No Indemnitee shall have any -------------------------------- right to indemnification under this Section 8 (i) unless and until the total amount of the claims for such indemnification in the aggregate is in excess of $345,000 (the "Indemnity Threshold"), in which event the indemnification obligations of the Indemnitor under this Section 8 shall apply only to the excess of the total amount of all such claims over the Indemnity Threshold, and (ii) unless the Indemnitee shall have made its claim therefor (with reasonable specificity) on or prior to the date on which the relevant representation and warranty or covenant shall expire. In no event shall the aggregate amount that may be payable by the Indemnitor pursuant to this Section 8 exceed an amount equal to $3,450,000. The Indemnitee shall promptly provide notice to the Indemnitor of Losses that may be sustained or incurred prior to and following such time as the Indemnity Threshold may have been reached. At such time as the Indemnity Threshold shall have been reached, the Indemnitor shall only be obligated to indemnify Indemnitee with respect to a claim or a related set of claims for Losses, the value of which exceeds $10,000 (exclusive of court costs and attorneys' fees).

Limitations Upon Indemnification. (a) Invoices. Any request for indemnification of specific costs shall include invoices and supporting documents containing reasonably detailed information about the Losses for which indemnification is being sought.

Limitations Upon Indemnification. (a) The parties agree that the remedies provided in this Article IX are the exclusive remedies for any breach of representation or warranty, and for misrepresentation, under this Agreement. Any claim based, in whole or in part, upon any untrue or incorrect statement set forth in this Agreement shall be deemed to be a claim for a breach of representation, warranty, or misrepresentation, under this Agreement. Notwithstanding anything in this Article IX to the contrary: (i) No Seller shall be obligated to provide any indemnification under Section 9.l(i) unless and until the aggregate amount of one or more occurrences for which such Seller is obligated to provide exceeds the Applicable Basket Amount after which such Seller shall be obligated to pay the entire amount of any such excess which is payable by it pursuant to the provisions of Section 9.1(i); provided that in calculating whether the Applicable Basket Amount has been obtained, only indemnification obligations under Section 9.1(i) in excess of the Applicable Threshold Amount shall be considered; and (ii) In no event shall the aggregate liability of any Seller under Section 9.l(i) (including, without limitation, the liability of any Seller as set forth in Section 9.5(a)(iii), below) exceed the Applicable Cap Amount. Notwithstanding anything set forth herein to the contrary, however, the Sellers shall be obligated to provide indemnification under Section 9.1(i) without regard to whether the aggregate amount of one or more occurrences for which the Sellers shall be obligated to provide indemnification exceeds either the Applicable Basket Amount or the Applicable Threshold Amount in the event any Seller's obligation arises as a result of a breach on the part of any member of GC's Controlled Group (other than any IPC Entity) of any representation or warranty contained in Section 5.10(b)(iii) or Section 5.10(c)(i) hereof, but only if such representation or warranty relates to any liability of any member of GC's Controlled Group in respect of any "employee benefit plan" (within the meaning of Section 3(3) of ERISA) that is subject to Title IV of ERISA, other than any such benefit plan that is contributed to, sponsored or maintained by any IPC Entity under which any IPC Employee has any present or future entitlements to benefits. (b) The representations and warranties in this Agreement (other than those representations and warranties contained in Section 5.11) and the indemnification provisions in this Agreeme...