Thresholds and Limitations Sample Clauses

Thresholds and Limitations. (1) Subject to Section 7.4(4), the obligation of the Vendor to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Section 7.2 and the Purchaser’s obligation to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 7.3 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is in excess of $50,000 Subject to Section 7.4(2), if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendor shall be obliged to indemnify the Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 7.4(3), if the aggregate of all those Losses suffered or incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount. (2) The maximum aggregate liability of the Vendor for Losses pursuant to Sections 7.2 is not to exceed the Purchase Price. (3) The maximum aggregate liability of the Purchaser for Losses pursuant to Section 7.3 is not to exceed the Purchase Price. (4) The provisions of Section 7.4 do not apply in respect of: (a) any inaccuracy or breach of a representation or warranty involving fraud, fraudulent misrepresentation or intentional misrepresentation; or (b) to the extent not performed or waived prior to Closing, any breach or non-performance by the Vendor of any covenant or other obligation to be performed by it that is contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement.
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Thresholds and Limitations. (a) The LION Indemnified Parties shall be not entitled to receive any indemnification payment with respect to any claims for indemnification under this Article 9 unless the amount of the Losses in question exceed $25,000 (the "LOSS THRESHOLD"); provided, however, that once such Losses exceed the Loss Threshold, such LION Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses from the first dollar. (b) The TRMS Indemnified Parties shall be not entitled to receive any indemnification payment with respect to any claims for indemnification under this Article 9 unless the amount of the Losses in question exceed the Loss Threshold; provided, however, that once such Losses exceed the Loss Threshold, such TRMS Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses from the first dollar. (c) Except for Losses based on fraud, the aggregate total liability of the Principal Stockholders pursuant to this Article 9 shall be limited to an amount equal to 25% of the Purchase Price (the "INDEMNIFICATION CAP"). (d) Except for Losses based on fraud, the aggregate total liability of LION pursuant to this Article 9 shall be limited to the amount of the Indemnification Cap. (e) An indemnifying party shall not be obligated to defend and hold harmless an Indemnified Party, or otherwise be liable to such party, with respect to any claims made by the Indemnified Party after the expiration of the Survival Period or other applicable time limitation described in Section 9.1, except that indemnity may be sought after the expiration of the Survival Period or other applicable time limitation if a Claim Notice shall have been delivered to the Stockholders' Representative prior to the expiration of such time period. (f) Except for Losses based on fraud, (i) the obligations of the Principal Stockholders to indemnify the LION Indemnified Parties under this Article 9 shall be the sole and exclusive remedy of the LION Indemnified Parties under the Operative Documents against the Principal Stockholders, and (ii) the obligations of LION to indemnify TRMS Indemnified Parties under this Article 9 shall be the sole and exclusive remedy of TRMS Indemnified Parties under the Operative Documents against LION.
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Thresholds and Limitations. (1) The obligation of the Vendor to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Section 7.2 and the Purchaser’s obligation to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 7.3 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is in excess of $10,000. If the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendor shall be obliged to indemnify the Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. If the aggregate of all those Losses suffered or incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount. (2) For purposes of calculating Losses pursuant to this Article, each of the representations and warranties made by the Vendor shall be deemed to have been made without the inclusion of or reference to limitations or qualifications as to materiality and/or knowledge, including the words “materiality” or “knowledge” or the phrase “in all material respects” or words and phrases of similar meaning or intent.
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Thresholds and Limitations. (a) The Indemnified Parties shall be not entitled to receive any indemnification payment with respect to any claims for indemnification under this Article VII unless and until such Losses exceed $50,000 (the "Loss Threshold"); provided, however, that once such Losses exceed the Loss Threshold, such Indemnified Parties shall be entitled to indemnification for the amount of all Losses without regard to the Loss Threshold. (b) Except for Losses based on fraud and any Losses based upon a breach of the representations and warranties in Section 2.8(j), the aggregate total liability of the Shareholders pursuant to this Article VII shall be limited to $750,000 (the "Indemnification Cap"). (c) An indemnifying party shall not be obligated to defend and hold harmless an Indemnified Party, or otherwise be liable to such party, with respect to any claims made by the Indemnified Party after the expiration of the Survival Period or other applicable time limitation described in Section 7.1, except that indemnity may be sought after the expiration of the Survival Period or other applicable time limitation if a Claim Notice (as defined in Section 7.4(a)) shall have been delivered to the Shareholder Representative prior to the expiration of such time period.
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Thresholds and Limitations 
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Related to Thresholds and Limitations

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  • Exclusions and Limitations 2.1 Disclaimer a) To the extent permitted by law, the warranties in this Limited Warranty are the only express warranty given for the Product. BYD disclaims all statutory and implied warranties, including without limitation, any warranties of merchantability, fitness for a particular purpose, or non-infringement. To the extent permitted by law, in so far as such warranties cannot be disclaimed, BYD limits the duration and remedies of such warranties to the duration of this Limited Warranty and, at BYD's option, the repair or replacement services described below. b) Neither seller of the Product nor any other person is authorized to make any warranties on behalf of BYD other than those contained in this document or to extend the duration of the warranties beyond the periods specified above.

  • Specific Limitations No Member shall have the right or power to: (a) withdraw or reduce such Member’s Capital Contribution except as a result of the dissolution of the Company or as otherwise provided by law or in this Agreement; (b) make voluntary Capital Contributions or to contribute any property to the Company other than cash; (c) bring an action for partition against the Company or any Company assets; (d) cause the termination and dissolution of the Company, except as set forth in this Agreement; or (e) upon the Distribution of its Capital Contribution require that property other than cash be distributed in return for its Capital Contribution. Each Member hereby irrevocably waives any such rights.