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Section 7.3 Limits on Indemnification .

(a) Notwithstanding anything to the contrary contained in this Article VII, Seller shall not be required to indemnify, defend or hold harmless Buyer Indemnitees against or reimburse Buyer Indemnitees for any Losses:

(i) pursuant to Section 7.2(a) unless and until (A) Buyer has notified Seller in writing in accordance with Section 7.4 within the survival period set forth in Section 7.1, and (B) the aggregate amount of all of Buyer Indemnitees’ Losses under Section 7.2(a), in each case without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein, exceeds $10,000,000 (in which event Seller shall be liable only for the excess of such Losses over $10,000,000); provided, however, and in addition to the other limitations set forth in this Section 7.3, (A) Seller shall not be required to indemnify, defend or hold harmless Buyer Indemnitees with respect to Losses that relate to a specific Site unless and until the aggregate amount of all of Buyer Indemnitees’ Losses related to such Site exceeds $1,000, in which case Seller shall be liable for the full amount of such Losses from dollar one; and (B) that no individual claim (or series of related claims) for payment of Losses that do not relate to a specific Site shall be deemed to be Losses pursuant to Section 7.2(a) unless and until the aggregate amount of such Losses exceeds $1,000, in which case Seller shall be liable for the full amount of such Losses from dollar one; and

(ii) pursuant to Section 7.2(b) unless and until (A) Buyer has notified Seller in writing in accordance with Section 7.4 within the survival period set forth in Section 7.1, and (B) the aggregate amount of all of Buyer Indemnitees’ Losses under Section 7.2(b) exceeds $15,000,000 (in which event Seller shall be liable only for the excess of such Losses over $15,000,000);

provided, further, with limiting Section 7.3(c) below, that in no event shall the aggregate indemnification liability of Seller under this Agreement exceed the Escrow Shares plus the cash in the Escrow Account.

(b) Notwithstanding anything to the contrary contained in this Article VII, Buyer shall not be required to indemnify, defend or hold harmless Seller Indemnitees against or reimburse Seller Indemnitees for any Losses pursuant to Section 7.2(c) unless and until (i) Seller has notified Buyer in writing in accordance with Section 7.4 within the applicable survival period, if any, set forth in Section 7.1, and (ii) the aggregate of all of Seller Indemnitees’ Losses exceeds $5,000,000, in each case without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein (in which event Buyer shall be liable only for the excess of such Losses over $5,000,000); provided, however, in no event shall the aggregate indemnification liability of Buyer under this Agreement exceed an amount equal to $75,000,000 (except, in each case, for any breach of Buyer or Parent of Sections 5.12 and 5.13 hereof, which shall not be subject to any limitation set forth in this Section 7.3(b)).

(c) After the Closing Date, recovery from the Escrow Account shall be Buyer’s sole and exclusive remedy under this Agreement for Losses pursuant to Section 7.2(a) and 7.2(b).

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