Dollar Limitations. (a) Subject to Section 12.6(c), (i) no monetary amount will be payable by Seller to any member of the Buyer Group with respect to the indemnification of any claims pursuant to Section 12.1(a) until the aggregate amount of Damages actually incurred by the Buyer Group with respect to such claims shall exceed on a cumulative basis an amount equal to $15,000,000 (the “Basket”), in which event Seller shall be responsible for the entire amount of such Damages in excess of $7,500,000 (the “Deductible”), and (ii) no monetary amount will be payable by Buyer to any member of the Seller Group with respect to the indemnification of any claims pursuant to Section 12.2(a) until the aggregate amount of Damages actually incurred by the Seller Group with respect to such claims shall exceed on a cumulative basis an amount equal to the Basket, in which event Buyer shall be responsible for the entire amount of such Damages in excess of the Deductible. In connection with (i) any claim for indemnification under Section 12.1(a), Buyer and the other members of the Buyer Group will promptly provide Seller with written notice of all claims included in the Basket and copies of all documents reasonably requested by Seller relating thereto and (ii) any claim for indemnification under Section 12.2(a), Seller and the other members of the Seller Group will promptly provide Buyer with written notice of all claims included in the Basket and copies of all documents reasonably requested by Buyer relating thereto. In addition, (i) Seller will not be responsible for making payments with respect to Damages for any individual items or series of related items pursuant to Section 12.1(a) where the aggregate Damages relating thereto are less than $300,000 with respect to any representation and warranty made as of the date hereof and $500,000 with respect to any representation and warranty made as of the Closing Date (the “Per Claim Threshold”) and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group exceed the Basket and (ii) Buyer will not be responsible for making payments with respect to Damages for individual items or series of related items pursuant to Section 12.2(a) where the aggregate Damages relating thereto are less than the Per Claim Threshold and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Seller Group exceed the Basket. (b) Subject to Section 12.6(c), (i) in no event will the aggregate amount for which Seller shall be responsible to indemnify all members of the Buyer Group for all claims under Section 12.1(a) exceed, and Seller’s aggregate liability under Section 12.1(a) shall be limited to, an amount equal to $95,000,000 (the “Cap”) and (ii) in no event will the aggregate amount for which Buyer shall be responsible to indemnify all members of the Seller Group for all claims under Section 12.2(a) exceed, and Buyer’s aggregate liability under Section 12.2(a) shall be limited to, an amount equal to the Cap. (c) Notwithstanding anything contained in this Agreement to the contrary, the Basket, the Deductible and the Cap shall not be applicable to, and the Indemnified Party shall be indemnified in full for, Damages (i) arising out of, relating to or resulting from breaches or inaccuracies in the representations and warranties contained in the Seller Fundamental Representations and the Buyer Fundamental Representations, or (ii) arising out of or resulting from fraud or intentional misrepresentation by Seller or Buyer. (d) Anything contained in this Agreement to the contrary notwithstanding, (i) in no event will the aggregate amount for which Seller shall be responsible to indemnify all members of the Buyer Group for all claims under this Agreement, including Section 12.1 and Section 13.8, exceed, and Seller’s aggregate liability under this Agreement, including Section 12.1 and Section 13.8, shall be limited to, an amount equal to the Purchase Price and (ii) in no event will the aggregate amount for which Buyer shall be responsible to indemnify all members of the Seller Group for all claims under this Agreement, including Section 12.2 and Section 13.8, exceed, and Buyer’s aggregate liability under this Agreement, including Section 12.2 and Section 13.8, shall be limited to, an amount equal to the Purchase Price.
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Dollar Limitations. (a) Subject to Section 12.6(c), (i) no monetary amount will be payable by Seller to any member of the Buyer Group Except with respect to the Excluded Claims (with respect to which there will be no "basket"), Buyer shall not be entitled to indemnification of from Sellers, and Sellers shall not be required to pay to Buyer for, any claims pursuant to Section 12.1(a) Claims unless and until the aggregate amount of Damages actually incurred by the Buyer Group with respect to such claims shall exceed on a cumulative basis an amount equal to all Claims exceeds One Hundred Thirty Thousand Dollars ($15,000,000 130,000) (the “Basket”"Basket Amount"). In the event Buyer's Claims exceed the Basket Amount, in which event Seller shall be responsible for the entire amount of such Damages in excess of $7,500,000 (the “Deductible”), and (ii) no monetary amount will be payable by Buyer to any member of the Seller Group with respect to the indemnification of any claims pursuant to Section 12.2(a) until the aggregate amount of Damages actually incurred by the Seller Group with respect to such claims shall exceed on a cumulative basis an amount equal to the Basket, in which event Buyer shall be responsible entitled to indemnification for the entire amount of such Damages Claims in excess of the Deductible. In connection with Basket Amount; PROVIDED, FURTHER, that Sellers' aggregate liability for any Claims by Buyer (ii.e., the amount of such Claims in excess of the Basket Amount) any claim for indemnification under Section 12.1(ashall in no event exceed Two Million Dollars ($2,000,000) (the "Basket Cap"), Buyer and the other members of the Buyer Group will promptly provide Seller with written notice of all claims included in the Basket and copies of all documents reasonably requested by Seller relating thereto and (ii) any claim for indemnification under Section 12.2(a), Seller and the other members of the Seller Group will promptly provide Buyer with written notice of all claims included in the Basket and copies of all documents reasonably requested by Buyer relating thereto. In addition, (i) Seller will not be responsible for making payments with respect except as to Damages for any individual items or series of related items pursuant to Section 12.1(a) where the aggregate Damages relating thereto are less than $300,000 with respect to any representation and warranty made as of the date hereof and $500,000 with respect to any representation and warranty made as of the Closing Date (the “Per Claim Threshold”) and such items Excluded Claims which shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group exceed subject to the Basket and (ii) Buyer will not be responsible for making payments with respect to Damages for individual items or series Cap. By way of related items pursuant to Section 12.2(a) where example, if the aggregate Damages relating thereto are less than the Per Claim Threshold and such items shall Claims (not be aggregated for purposes of determining whether aggregate Damages incurred including Excluded Claims) by the Seller Group exceed the Basket.
Buyer were Two Million One Hundred Thirty Thousand Dollars (b) Subject to Section 12.6(c$2,130,000), then Sellers would be liable to Buyer for Two Million Dollars (i$2,000,000) in no event will of such Claims (i.e., the aggregate amount for which Seller shall be responsible to indemnify all members of thereof less the Buyer Group for all claims under Section 12.1(a) exceedBasket Amount). Further, and Seller’s aggregate liability under Section 12.1(a) shall be limited to, an amount equal to $95,000,000 (the “Cap”) and (ii) in no event will the aggregate amount for which that Buyer shall be responsible entitled to indemnify all members recover from Sellers for any of the Seller Group for all claims under Excluded Claims pursuant to this Section 12.2(a9.4 shall not exceed Thirteen Million Dollars ($13,000,000) exceed, and Buyer’s aggregate liability under Section 12.2(a) shall be limited to, an amount equal minus any amounts previously recovered by Buyer from Sellers in connection with any of the Claims that are subject to the Basket Cap.
(c) . Notwithstanding the above or anything contained else in this Agreement to the contrary, (i) the BasketBasket Amount shall not apply to any known issues or Claims relating to regulatory matters identified in writing by Buyer to Sellers on or prior to the date hereof, the Deductible and the Cap (ii) any Claims in respect thereof shall not be applicable tosubject to or count toward the aggregate dollar limitation on recoverable Claims pursuant to this paragraph, and the Indemnified Party (iii) any Claims in respect thereof shall not be indemnified in full for, Damages (i) arising out of, relating subject to or resulting from breaches or inaccuracies in the representations and warranties contained in the Seller Fundamental Representations and the Buyer Fundamental Representations, or (ii) arising out of or resulting from fraud or intentional misrepresentation by Seller or Buyerany time limitation.
(d) Anything contained in this Agreement to the contrary notwithstanding, (i) in no event will the aggregate amount for which Seller shall be responsible to indemnify all members of the Buyer Group for all claims under this Agreement, including Section 12.1 and Section 13.8, exceed, and Seller’s aggregate liability under this Agreement, including Section 12.1 and Section 13.8, shall be limited to, an amount equal to the Purchase Price and (ii) in no event will the aggregate amount for which Buyer shall be responsible to indemnify all members of the Seller Group for all claims under this Agreement, including Section 12.2 and Section 13.8, exceed, and Buyer’s aggregate liability under this Agreement, including Section 12.2 and Section 13.8, shall be limited to, an amount equal to the Purchase Price.
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