Common use of Limitations Upon Indemnification Clause in Contracts

Limitations Upon Indemnification. (a) No Indemnifying Person shall have any liability for any Indemnifiable Damages for breaches of representations and warranties unless and until the aggregate amount of such Indemnifiable Damages exceeds fifty thousand dollars ($50,000) (the “Indemnification Threshold”), in which case the indemnifying party shall be liable to the extent that the aggregate Indemnifiable Damages exceed the Indemnification Threshold. Materiality qualifications shall not be taken into account in determining the magnitude of Indemnifiable Damages for purposes of calculating the Indemnification Threshold. (b) Notwithstanding anything provided in this Agreement to the contrary, (i) the Indemnification Threshold shall not apply with respect to, and Buyer Indemnitees and/or Seller Indemnitees, as applicable, shall be entitled to the full amount of any Indemnifiable Damages resulting from, any intentional breach of a representation or warranty or fraud and (ii) the Indemnification Threshold shall not limit the Buyer’s right to Indemnifiable Damages arising from or in connection with Pre-Closing Taxes or Sellers’ obligation under Section 10.6 of this Agreement. (c) The amount of the liability of any Indemnifying Person shall be determined taking into account any applicable insurance proceeds received by the Indemnified Person.

Limitations Upon Indemnification. (a) No Indemnifying Person shall have any liability for any Indemnifiable Damages for breaches of representations and warranties unless and until the aggregate amount of such Indemnifiable Damages exceeds fifty thousand dollars ($50,000) (the “Indemnification Threshold”), in which case the indemnifying party shall be liable to the extent that the aggregate Indemnifiable Damages exceed the Indemnification Threshold. Materiality qualifications shall not be taken into account in determining the magnitude of Indemnifiable Damages for purposes of calculating the Indemnification Threshold. (b) Notwithstanding anything provided in this Agreement to the contrary, (i) the Indemnification Threshold shall not apply with respect to, and Buyer Indemnitees and/or Seller Indemnitees, as applicable, shall be entitled to the full amount of any Indemnifiable Damages resulting from, any intentional breach of a representation or warranty or fraud and (ii) the Indemnification Threshold shall not limit the Buyer’s right to Indemnifiable Damages arising from or in connection with Pre-Closing Taxes or Sellers’ obligation under Section 10.6 of this AgreementTaxes. (c) The amount of the liability of any Indemnifying Person shall be determined taking into account any applicable insurance proceeds received by the Indemnified Person.

Limitations Upon Indemnification. (a) No Indemnifying Person shall have any liability for any Indemnifiable Damages for breaches of representations and warranties unless and until the aggregate amount of such Indemnifiable Damages exceeds fifty thousand dollars Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”), in which case the indemnifying party shall be liable to the extent that the aggregate Indemnifiable Damages exceed the Indemnification Threshold; provided, however, that in no event shall the amount of Indemnifiable Damages of Sellers exceed an amount equal to Three Million Dollars ($3,000,000) plus the coverage limit under the R&W Insurance Policy. Materiality qualifications shall not be taken into account in determining the magnitude of Indemnifiable Damages for purposes of calculating the Indemnification Threshold. (b) Notwithstanding anything provided in this Agreement to the contrary, (i) the Indemnification Threshold shall not apply with respect to, and Buyer Indemnitees and/or Seller Indemnitees, as applicable, shall be entitled to the full amount of any Indemnifiable Damages resulting from, any intentional breach of a representation or warranty or fraud and (ii) the Indemnification Threshold shall not limit the Buyer’s right to Indemnifiable Damages arising from or in connection with Pre-Closing Taxes or Sellers’ obligation under Section 10.6 of this AgreementTaxes. (c) The amount of the liability of any Indemnifying Person shall be determined taking into account any applicable insurance proceeds received by the Indemnified Person.