Provisions Regarding Indemnities. Each party's indemnification obligations under the provisions of Section 10.1 and 10.2 is subject to the following limitations: (i) except for (A) any failure by the Buyer to pay the Purchase Price in accordance with Section 2.3; (B) any adjustments to the Purchase Price under Section 2.4; (C) knowing and intentional breaches of representations, warranties or covenants; or (D) the Excluded Liabilities set forth in Schedule 2.2, no party shall be entitled to indemnification unless the total amount of indemnity owed to such party, together with, in the case of the indemnification of Buyer under Section 10.1, all matters disclosed pursuant to Section 5.6(a), individually or in the aggregate, except to the extent such matters are reflected in the Net Working Capital of the Business shown on the Final NWC Statement, equals or exceeds Cdn.$150,000, in which event the party entitled to indemnification shall be entitled to indemnification for all Losses, including the initial Cdn.$150,000; (ii) no party shall be entitled to any consequential or punitive damages, unless such amounts are awarded in or paid in connection with a third party claim for which there is indemnification; (iii) any indemnification owed by any party hereunder shall be reduced by any amounts paid to the Indemnified Party under insurance policies or otherwise received or reasonably recoverable by the Indemnified Party seeking indemnification from third parties; and (iv) the amount of any indemnification owed by either party hereunder shall not exceed the Purchase Price.
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Provisions Regarding Indemnities. Each party's indemnification obligations under the provisions of Section 10.1 and 10.2 is subject to the following limitations: (i) except for (A) any failure by the Buyer to pay the Purchase Price in accordance with Section 2.3; , (B) any adjustments to the Purchase Price under Section 2.4; , (C) knowing and intentional breaches of representations, warranties or covenants; , or (D) the Excluded Liabilities set forth in on Schedule 2.2, no party shall be entitled to indemnification unless the total amount of indemnity owed to such party, together with, with (in the case of the indemnification of Buyer under Section 10.1, ) all matters disclosed pursuant to Section 5.6(a), individually or in the aggregate, aggregate (except to the extent such matters are reflected in the Net Working Capital of the Business shown on the Final NWC Statement), equals or exceeds Cdn.$150,000, $100,000 (in which event the party entitled to indemnification shall be entitled to indemnification for all Losses, including the initial Cdn.$150,000$100,000); (ii) no party shall be entitled to any consequential or punitive damagesdamages against the other, unless such amounts are awarded in or paid in connection with a third party claim for which there is indemnification; (iii) any indemnification owed by any party hereunder shall be reduced by any amounts paid to the Indemnified Party under insurance policies or otherwise received or reasonably recoverable by the Indemnified Party seeking indemnification from third parties; and (iv) the amount of any indemnification owed by either party hereunder shall not exceed the Purchase Price.
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