Monetary Limitations Sample Clauses

Monetary Limitations. (i) No claim may be made against Seller for indemnification pursuant to Sections 10.02(a)(i) unless and until the aggregate of all claims for indemnification by Buyer pursuant to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount"), in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (ii) Buyer shall have no liability for its indemnification obligations under Section 10.03(a)(i) until the aggregate amount of all Liabilities incurred by the Seller equals or exceeds the Threshold Amount, in which event Buyer shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Assumed Liabilities, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (iii) For the purposes of this Section 10.04(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50% of the Non-Inventory Purchase Price; and (iv) Notwithstanding the foregoing, the limitations set forth in this Section 10.04(b) shall not apply to (A) any breaches of Sections 4.02, 4.06, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.01.

Monetary Limitations. (i) Seller Parties will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.1(a)(i) of this Agreement (except with respect to the Seller Fundamental Representations and the representations and warranties set forth in Section 3.15 (Tax Matters)) unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds the Deductible (at which point, Seller Parties shall, jointly and severally, indemnify and hold harmless the Buyer Indemnified Persons for all such Losses to the extent in excess of such Deductible). (ii) The aggregate Liability of Seller Parties in respect of claims for indemnification pursuant to Section 7.1(a)(i) of this Agreement (except with respect to the Seller Fundamental Representations and the representations and warranties set forth in Section 3.15 (Tax Matters)) is not to exceed the General Indemnification Cap. (iii) For the avoidance of doubt, the limitations set forth in Section 7.1(b)(i), Section 7.1(b)(ii) and Section 7.3 of this Agreement are not to apply to claims for indemnification pursuant to Sections 7.1(a)(ii), (iii), (iv), (v), (vi) or (vii) of this Agreement.

Monetary Limitations. Buyer will have no obligation to indemnify the Seller Indemnified Persons pursuant to Section 7.02(a)(ii) in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds $500,000 (at which point Buyer will indemnify the Seller Indemnified Persons for all such Losses in excess of such amount), and Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 7.02(a)(ii) will not exceed $10 million; provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 7.02(a)(ii) in respect of breaches of, or inaccuracies in, any Buyer Fundamental Representation or (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of a representation or warranty in ARTICLE V. Claims for indemnification pursuant to any other provision of Section 7.02(a) are not subject to the limitations set forth in this Section 7.02(b). Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate liability of Buyer and KCAP under this ARTICLE VII and ARTICLE VIII exceed the Overall Indemnity Cap.

Monetary Limitations. (a) Except as provided in clause (b) below, (A) the Manager Sellers shall not have any obligation to indemnify any Buyer Indemnitee pursuant to Section 9.1(c)(i) unless and until the aggregate of all such individual Losses incurred or sustained by all Buyer Indemnitees in respect of Sections 9.1(b)(ii) or 9.1(c)(i) exceeds Two Hundred Fifty Thousand Dollars (U.S. $250,000) whereupon, subject to clause (B) hereof, the Manager Sellers shall indemnify the Buyer Indemnities for the entire aggregate cumulative amount of such Losses, and (B) subject to Section 9.2(b), the assets contained in the Escrow Account shall be the sole source of satisfaction for any claim for indemnification under Section 9.1(c)(i) against any Manager Seller and there shall be no further recourse to any Manager Seller arising from any claim for indemnification under Section 9.1(c)(i); provided, however, that the aggregate liability of the -------- ------- Manager Sellers to indemnify the Buyer Indemnities for Losses arising from any breach of the representations and warranties made by each Manager Seller in Sections 3.23 (U.S. Environmental Matters) and 3.24 (Irish Environmental Matters) shall in no event exceed U.S. $2,414,827, and the assets contained in the Escrow Account shall be the sole source of satisfaction for any claim by any Buyer Indemnitee made on or prior to the Distribution Date (as defined in the Escrow Agreement) for indemnification under Section 9.1(c)(i) in respect of the representations and warranties made by each Manager Seller in Sections 3.23 and 3.24. (b) Notwithstanding the foregoing, no minimum or maximum dollar limitation shall apply to Losses arising from (A) any claim with respect to the representations and warranties contained in Sections 3.1 (Organization), 3.2 (Subsidiaries), 3.5 (Capitalization), 3.14 (Employee Benefit Plans; Pensions), 3.17 (Brokers and Finders) and 3.19 (Taxes), (B) any claim under Section 9.1(a), 9.1(b) (subject to Section 9.2(c)) or 9.1(c)(ii) or (C) any claim resulting from fraud or intentional misrepresentation. (c) Except for any claim resulting from fraud or intentional misrepresentation, the maximum aggregate obligation of any Seller in respect of all Losses incurred by the Buyer Indemnitees arising from or related to any breach by such Seller of the representation and warranty made by such Seller in Section 4.2 shall be such Seller's pro rata share of the sum of the Unadjusted Purchase Price plus the amount of the Adjustment, i...

Monetary Limitations. (i) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and until the aggregate amount of all such Losses incurred or suffered by Seller Indemnified Parties exceeds [***] (at which point Purchaser will indemnify Seller Indemnified Parties for all such Losses in excess of such amount); provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) Purchaser’s aggregate liability in respect of claims for indemnification pursuant to Section 9.2(a)(i) will not exceed an aggregate amount equal to [***]; provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; provided, further that for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) and Section 2.5(a).

Monetary Limitations. No Damages may be recovered from a Party pursuant to subsection 9.2(a) unless and until the accumulated aggregate amount of Damages of the Indemnified Parties arising pursuant to Section 9.2(a) exceeds $50,000, in which event the accumulated aggregate amount of all such Damages may be recovered. Such limitation shall have no application to any representation or warranty in this Agreement resulting from fraud, willful misconduct or intentional misrepresentation.

Monetary Limitations. OBMP will have no obligation to indemnify any Vitel Indemnified Person pursuant to Clause 4.2(a)(i) hereof, unless and until the aggregate amount of all such Losses incurred or suffered by the Vitel Indemnified Persons exceeds $50,000.00 (fifty thousand Dollars 00/100) (at which point OBMP will indemnify the Vitel Indemnified Persons for all such Losses in excess of $50,000) and OBMP’s aggregate liability in respect of claims for indemnification pursuant to Clauses 4.2(a)(i) through 4.2(a)(iv) will not exceed the total value of the OBMP Shares as of the date hereof; provided, that the foregoing limitations will not apply to claims based upon gross negligence, fraud or intentional misrepresentation.

Monetary Limitations. MCO and CAV will have no obligation to indemnify any OBMP Indemnified Person pursuant to Clauses 4.1(a)(i) and 4.1(a)(iii) hereof, unless and until the aggregate amount of all such Losses incurred or suffered by the OBMP Indemnified Persons exceeds $50,000.00 (fifty thousand Dollars 00/100) (at which point MCO and CAV will indemnify the OBMP Indemnified Persons for all such Losses in excess of $50,000.00), and the aggregate liability of MCO and CAV in respect of claims for indemnification pursuant to Clauses 4.1(a)(i) through 4.1(a)(vi) will not exceed the total value of the OBMP Shares as of the date hereof; provided, that the foregoing limitations will not apply to claims based upon gross negligence, fraud or intentional misrepresentation.

Monetary Limitations. Bayer will have no obligation to indemnify the Purchaser Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.1.1(a) or breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 14.1.1(b) with respect to claims brought after the Closing, unless the aggregate amount of all such Losses incurred or suffered by the Purchaser Indemnified Persons exceeds [***] (the “Indemnity Basket”) (at which point Bayer will indemnify the Purchaser Indemnified Persons for all such Losses exceeding [***]). Further, Bayer’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.1.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 14.1.1(b), will not exceed [***] (such amount, the “Maximum Indemnity Cap”). The monetary limitations contained in this Section 14.1.2 will not apply to [***].