Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by any Seller to any member of the Buyer Group with respect to the indemnification of any claims pursuant to Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Section 6.21) until the aggregate amount of Damages actually incurred by the Buyer Group with respect to such claims against both Sellers shall exceed on a cumulative basis an amount equal to One Million Five Hundred Thousand dollars ($1,500,000) (the “Deductible”), in which event each Seller shall be responsible only for one-half of the amount in excess of the Deductible. In addition, no Seller will be responsible for making payments with respect to Damages for any individual items pursuant to Sections 13.1(a)(i) or Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Sections 5.6 and 6.21) where the aggregate Damages relating thereto are less than Fifty Thousand dollars ($50,000) and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group exceed the Deductible. In connection with any claim for indemnification under 13.1(b)(i), Buyer and the other members of the Buyer Group will promptly provide each Seller with written notice of all claims included in the Deductible and copies of all documents reasonably requested by any Seller relating thereto. (b) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which any Seller shall be responsible to indemnify all members of the Buyer Group for all claims under Sections 13.1(a)(i) and 13.1(b)(i) (other than with respect to claims relating to such Seller’s representations and warranties with respect to title to the RSC Shares contained in Section 5.5 and brokers contained in Sections 5.6 and Section 6.21) exceed, and each Seller’s aggregate liability under Sections 13.1(a)(i) and 13.1(b)(i) (other than with respect to claims relating to such Seller’s representations and warranties with respect to title to the RSC Shares contained in Section 5.5 and brokers contained in Sections 5.6 and 6.21) shall be limited to, Eight Million Five Hundred Thousand dollars ($8,500,000). (c) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which any Seller shall be responsible to indemnify all members of the Buyer Group for all claims under Sections 13.1(a)(i), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) exceed, and each Seller’s aggregate liability under Sections 13.1(a)(i), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) shall be limited to, an amount equal to the portion of the Purchase Price paid to such Seller.
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Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by any Seller to any member of the Buyer Group with respect to the indemnification of any claims pursuant to Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Section 6.21) until the aggregate amount of Damages actually incurred by the Buyer Group with respect to such claims against both Sellers shall exceed on a cumulative basis an amount equal to One Million Five Hundred Thousand dollars ($1,500,000) (the “Deductible”), in which event each Seller shall be responsible only for one-half of the amount in excess of the Deductible. In addition, no Seller will be responsible for making payments with respect to Damages for any individual items pursuant to Sections 13.1(a)(i) or Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Sections 5.6 and 6.21) where the aggregate Damages relating thereto are less than Fifty Thousand dollars ($50,000) and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group exceed the Deductible. In connection with any claim for indemnification under 13.1(b)(i), Buyer and the other members of the Buyer Group will promptly provide each Seller with written notice of all claims included in the Deductible and copies of all documents reasonably requested by any Seller relating thereto.
(b) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which any the Seller collectively shall be responsible to indemnify all members of the Buyer Purchaser Group for all claims under Sections 13.1(a)(i10.1(a) and 13.1(b)(ior 10.1(b) (other than with respect to claims relating to such the Seller’s representations and warranties with respect to title to the RSC Shares contained in Section 5.5 and brokers contained in Sections 5.6 3.4, 4.2 and Section 6.214.11(c)) exceed, and each the Seller’s collective aggregate liability under Sections 13.1(a)(i10.1(a) and 13.1(b)(ior 10.1(b) (other than with respect to claims relating to such the Seller’s representations and warranties with respect to title to the RSC Shares contained in Section 5.5 and brokers contained in Sections 5.6 3.4, 4.2 and 6.214.11(c)) shall be limited to, Eight Million Five Hundred Thousand dollars an amount equal to fifteen percent ($8,500,00015%) of the Purchase Price (the “Cap”). In no event will the collective aggregate amount for which the Seller shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) with respect to the representations and warranties contained in Sections 3.4, 4.2 and 4.11(c) exceed the Purchase Price; provided, however, that in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) or 10.1(b) exceed the Purchase Price. Notwithstanding any other provision of this Agreement to the contrary, the Seller’s liability relating to the Seller Taxes shall not be subject to any Cap or Basket or Purchase Price limit otherwise provided for herein.
(cb) Anything contained in this Agreement to the contrary notwithstanding, in no event monetary amount will be payable by the Seller to any member of the Purchaser Group with respect to the indemnification of any claims pursuant to Section 10.1 until the aggregate amount for of Damages actually incurred by the Purchaser Group with respect to such claims against the Seller shall exceed on a cumulative basis an amount equal to U.S.$1,000,000 of the Purchase Price (the “Basket”), in which any event the Seller shall be responsible for the full amount of the damages (i.e. not just the amount in excess of the Basket). In addition, the Seller will not be responsible for making payments with respect to indemnify all Damages for any individual unrelated items pursuant to Section 10.1 where the aggregate Damages relating thereto are less than U.S.$100,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Purchaser Group exceed the Basket. In connection with any claim for indemnification under Section 10.1, the Purchaser and the other members of the Buyer Purchaser Group for will promptly provide the Seller with written notice of all claims under Sections 13.1(a)(i), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(ivincluded in the Basket and copies of all documents reasonably requested by the Seller relating thereto. The limitations of this Section 10.6(b) and 13.1(b)(v) exceed, and each shall not apply to claims with respect to the Seller’s aggregate liability under representations and warranties contained in Sections 13.1(a)(i3.4, 4.2 and 4.11(c), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) shall be limited to, an amount equal to the portion of the Purchase Price paid to such Seller.
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Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by any Seller to any member of the Buyer Group with respect to the indemnification of any claims pursuant to Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Section 6.21) until the aggregate amount of Damages actually incurred by the Buyer Group with respect to such claims against both Sellers shall exceed on a cumulative basis an amount equal to One Million Five Hundred Thousand dollars ($1,500,000) (the “Deductible”), in which event each Seller shall be responsible only for one-half of the amount in excess of the Deductible. In addition, no Seller will be responsible for making payments with respect to Damages for any individual items pursuant to Sections 13.1(a)(i) or Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Sections 5.6 and 6.21) where the aggregate Damages relating thereto are less than Fifty Thousand dollars ($50,000) and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group exceed the Deductible. In connection with any claim for indemnification under 13.1(b)(i), Buyer and the other members of the Buyer Group will promptly provide each Seller with written notice of all claims included in the Deductible and copies of all documents reasonably requested by any Seller relating thereto.
(b) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which any the Seller collectively shall be responsible to indemnify all members of the Buyer Purchaser Group for all claims under Sections 13.1(a)(i10.1(a) and 13.1(b)(ior 10.1(b) (other than with respect to claims relating to such the Seller’s representations and warranties with respect to title to the RSC Shares contained in Section 5.5 and brokers contained in Sections 5.6 3.4, 4.2 and Section 6.214.11(c)) exceed, and each the Seller’s collective aggregate liability under Sections 13.1(a)(i10.1(a) and 13.1(b)(ior 10.1(b) (other than with respect to claims relating to such the Seller’s representations and warranties with respect to title to the RSC Shares contained in Section 5.5 and brokers contained in Sections 5.6 3.4, 4.2 and 6.214.11(c)) shall be limited to, Eight Million Five Hundred Thousand dollars an amount equal to fifteen percent ($8,500,00015%) of the Purchase Price (the “Cap”). In no event will the collective aggregate amount for which the Seller shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) with respect to the representations and warranties contained in Sections 3.4, 4.2 and 4.11(c) exceed the Purchase Price; provided, however, that in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) or 10.1(b) exceed the Purchase Price. Notwithstanding any other provision of this Agreement to the contrary, the Seller’s liability relating to the TCAE Tax Contingency and Seller Taxes shall not be subject to any Cap or Basket or Purchase Price limit otherwise provided for herein.
(cb) Anything contained in this Agreement to the contrary notwithstanding, in no event monetary amount will be payable by the Seller to any member of the Purchaser Group with respect to the indemnification of any claims pursuant to Section 10.1 until the aggregate amount for of Damages actually incurred by the Purchaser Group with respect to such claims against the Seller shall exceed on a cumulative basis an amount equal to U.S.$1,000,000 of the Purchase Price (the “Basket”), in which any event the Seller shall be responsible for the full amount of the damages (i.e. not just the amount in excess of the Basket). In addition, the Seller will not be responsible for making payments with respect to indemnify all Damages for any individual unrelated items pursuant to Section 10.1 where the aggregate Damages relating thereto are less than U.S.$100,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Purchaser Group exceed the Basket. In connection with any claim for indemnification under Section 10.1, the Purchaser and the other members of the Buyer Purchaser Group for will promptly provide the Seller with written notice of all claims under Sections 13.1(a)(i), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(ivincluded in the Basket and copies of all documents reasonably requested by the Seller relating thereto. The limitations of this Section 10.6(b) and 13.1(b)(v) exceed, and each shall not apply to claims with respect to the Seller’s aggregate liability under representations and warranties contained in Sections 13.1(a)(i3.4, 4.2 and 4.11(c), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) shall be limited to, an amount equal to the portion of the Purchase Price paid to such Seller.
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Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, in no event shall the maximum liability of any Indemnifying Party under Sections 8.1(a), 8.1(b), 8.2(a), or 8.2(b) as applicable, exceed, and such Indemnifying Party’s aggregate liability for any and all claims under Sections 8.1(a), 8.1(b), 8.2(a) or 8.2(b) as applicable, shall be limited to, an amount equal to: (i) in the case of the Sellers, each Seller’s Pro Rata Share of 10% of the Purchase Price, and (ii) in the case of the Purchasers, each Purchaser’s Pro Rata Share of 10% of the Purchase Price (such limitations on liability to be referred to herein as the “Cap”); provided, however, that (x) any Seller’s aggregate liability for breaches of any Fundamental Reps shall be such Seller’s Pro Rata Share of the Purchase Price, and (y) any Purchaser’s aggregate liability for breaches of any Fundamental Reps shall be such Purchaser’s Pro Rata Share of the Purchase Price.
(b) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by any Seller to any member of the Buyer Group Indemnifying Party with respect to the indemnification of any claims pursuant to Section 13.1(b)(i8.1(a) (other than with respect to claims relating to representations and warranties regarding brokers contained in Section 6.21) or 8.2(a), as applicable, until the aggregate amount of Damages actually incurred by the Buyer Group Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, with respect to such claims against both Sellers shall exceed on a cumulative basis an amount equal to One Million Five Hundred Thousand dollars ($1,500,000) 8 million (the “Deductible”), in which event each Seller such Indemnifying Party shall be responsible only for one-half of the amount in excess of the Deductible. In addition, no Seller party will be responsible for making payments with respect to Damages for any individual items pursuant to Sections 13.1(a)(iSection 8.1(a) or Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Sections 5.6 and 6.21) 8.2(a), as applicable, where the aggregate Damages relating thereto are less than Fifty Thousand dollars ($50,000) 500,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group Indemnified Party exceed the Deductible. In connection with any claim for indemnification under 13.1(b)(iSection 8.1(a) or 8.2(a), Buyer and as applicable, the other members of the Buyer Group Indemnified Party will promptly provide each Seller the Indemnifying Party with written notice of all claims included in the Deductible and copies of all documents reasonably requested by any Seller the Indemnifying Party relating thereto.
(b) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which any Seller shall be responsible to indemnify all members of the Buyer Group for all claims under Sections 13.1(a)(i) and 13.1(b)(i) (other than with respect to claims relating to such Seller’s representations and warranties with respect to title to the RSC Shares contained in Section 5.5 and brokers contained in Sections 5.6 and Section 6.21) exceed, and each Seller’s aggregate liability under Sections 13.1(a)(i) and 13.1(b)(i) (other than with respect to claims relating to such Seller’s representations and warranties with respect to title to the RSC Shares contained in Section 5.5 and brokers contained in Sections 5.6 and 6.21) shall be limited to, Eight Million Five Hundred Thousand dollars ($8,500,000).
(c) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which any Seller shall be responsible to indemnify all members of the Buyer Group for all claims under Sections 13.1(a)(i), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) exceed, and each Seller’s aggregate liability under Sections 13.1(a)(i), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) shall be limited to, an amount equal to the portion of the Purchase Price paid to such Seller.
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Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by any Seller to any member of the Buyer Group with respect to the indemnification of any claims pursuant to Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Section 6.21) until the aggregate amount of Damages actually incurred by the Buyer Group with respect to such claims against both Sellers shall exceed on a cumulative basis an amount equal to One Million Five Hundred Thousand dollars ($1,500,000) (the “Deductible”), in which event each Seller shall be responsible only for one-half of the amount in excess of the Deductible. In addition, no Seller will be responsible for making payments with respect to Damages for any individual items pursuant to Sections 13.1(a)(i) or Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Sections 5.6 and 6.21) where the aggregate Damages relating thereto are less than Fifty Thousand dollars ($50,000) and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group exceed the Deductible. In connection with any claim for indemnification under 13.1(b)(i), Buyer and the other members of the Buyer Group will promptly provide each Seller with written notice of all claims included in the Deductible and copies of all documents reasonably requested by any Seller relating thereto.
(b) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which any party shall be responsible to indemnify the other party for any and all claims (other than for claims relating to any breach of the Company’s representations in Sections 4.11(a), 4.11(f) and Section 10.1(c)) under this Agreement exceed, and such party’s aggregate liability to the other party for any and all claims under this Agreement shall be limited to, an amount equal to ten percent (10%) of the Base Purchase Price (the “General Claims Cap”). Notwithstanding the foregoing sentence, in no event will the aggregate amount for which the Seller shall be responsible to indemnify all members of the Buyer Group for any and all claims under Sections 13.1(a)(i) and 13.1(b)(i) (other than with respect to claims relating to such Sellerany breach of the Company’s representations and warranties with respect to title to the RSC Shares contained in Section 5.5 and brokers contained in Sections 5.6 4.11(a) and 4.11(f) or the obligations relating to Section 6.2110.1(c) exceed, and each the Seller’s aggregate liability under Sections 13.1(a)(i) and 13.1(b)(i) (other than with respect to claims relating to such Seller’s representations and warranties with respect to title to the RSC Shares contained in Section 5.5 Buyer for any and brokers contained in Sections 5.6 and 6.21) all such claims under this Agreement shall be limited to, Eight Million Five Hundred Thousand dollars an amount equal to twenty percent (20%) of the Base Purchase Price (the “Environmental Claims Cap”). For the avoidance of doubt, the Environmental Claims Cap shall be mutually exclusive with, and in addition to, the General Claims Cap.
(b) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by the Seller to the Buyer with respect to the indemnification of any claims pursuant to Section 10.1 until the aggregate amount of Damages actually incurred by the Buyer with respect to such claims against the Seller shall exceed on a cumulative basis an amount equal to $8,500,00050,000 (the “Seller Threshold”), in which event the Seller shall be responsible only for the amount of Damages in excess of the Seller Threshold. In addition, the Seller will not be responsible for making payments with respect to Damages for any individual items pursuant to Section 10.1 where the aggregate Damages relating thereto are less than $5,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer exceed the Seller Threshold. In connection with any claim for indemnification under Section 10.1, the Buyer will promptly provide the Seller with written notice of all claims included in the Seller Threshold and copies of all documents reasonably requested by the Seller relating thereto.
(c) Anything contained in this Agreement to the contrary notwithstanding, in no event monetary amount will be payable by the Buyer to the Seller with respect to the indemnification of any claims pursuant to Section 10.2 until the aggregate amount for which any of Damages actually incurred by the Seller shall be responsible with respect to indemnify all members of such claims against the Buyer Group for all claims under Sections 13.1(a)(i), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) exceed, and each Seller’s aggregate liability under Sections 13.1(a)(i), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) shall be limited to, exceed on a cumulative basis an amount equal to $50,000 (the portion “Buyer Threshold”), in which event the Buyer (as applicable) shall be responsible only for the amount of Damages in excess of the Purchase Price paid Buyer Threshold. In addition, the Buyer will not be responsible for making payments with respect to Damages for any individual items pursuant to Section 10.2 where the aggregate Damages relating thereto are less than $5,000 and such Selleritems shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Seller exceed the Buyer Threshold. In connection with any claim for indemnification under Section 10.2, the Seller will promptly provide the Buyer with written notice of all claims included in the Buyer Threshold and copies of all documents reasonably requested by the Buyer relating thereto.
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Sources: Stock Purchase Agreement
Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, no monetary The maximum amount will be payable by any Seller the Stockholders under this Article VI shall be equal to any member of the Buyer Group with respect to the indemnification of any claims pursuant to Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Section 6.21) until the aggregate amount of Damages actually incurred cash paid by the Buyer Group with respect to such claims against both Sellers shall exceed on a cumulative basis an amount equal to One Million Five Hundred Thousand dollars ($1,500,000) (the “Deductible”), in which event each Seller shall be responsible only for one-half of the amount in excess of the Deductible. In addition, no Seller will be responsible for making payments with respect to Damages for any individual items pursuant to Sections 13.1(a)(i1.2(a)(i), (ii), (iv) or Section 13.1(b)(iand the Contingent Cash Payment, if any, remitted by the Buyer to the Stockholders (the "Cap Amount"), except that such maximum amount shall not be applicable for any claims made for:
(i) (other than with respect to claims relating to breach of the representations and warranties regarding brokers contained in Sections 5.6 2.1, 2.2 and 6.212.3;
(ii) where the aggregate Damages relating thereto are less than Fifty Thousand dollars ($50,000) and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group exceed the Deductible. In connection with any claim for indemnification under 13.1(b)(i), Buyer and the other members breach of the Buyer Group will promptly provide each Seller with written notice representations and warranties contained in Sections 3.1, 3.2 and 3.3; or
(iii) any fraudulent misrepresentations or fraudulent breach of all claims included any warranty and representation contained in the Deductible and copies of all documents reasonably requested by any Seller relating theretoArticle II or III hereof.
(b) Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingherein, in no event will the Indemnifying Stockholders shall not be liable under this Article VI unless and until the aggregate amount Losses for which any Seller they would otherwise be liable exceeds Two Hundred Thousand ($200,000) Dollars (at which point the Indemnifying Stockholders shall be responsible become liable for the aggregate Losses, and not just amounts in excess of Two Hundred Thousand ($200,000) Dollars), provided, however, that this limitation shall not apply to:
(i) a claim relating to indemnify all members a breach of the Buyer Group for all claims under Sections 13.1(a)(i) and 13.1(b)(i) (other than with respect to claims relating to such Seller’s representations and warranties set forth in Article II or in Sections 3.1, 3.2, 3.3 and 3.15 and Section 3.13 with respect only to title any refund claim under the unsigned Amendment to the RSC Shares contained in Section 5.5 Maintenance and brokers contained Operational Service Support Agreement between SND and Bristol ▇▇▇▇▇ Squibb Company dated as of February 1, 1996;
(ii) fraud; or
(iii) a claim pursuant to the indemnity agreements set forth in Sections 5.6 and Section 6.21) exceed, and each Seller’s aggregate liability under Sections 13.1(a)(i6.1(a)(iii) and 13.1(b)(i) (other than with respect to claims relating to such Seller’s representations and warranties with respect to title to the RSC Shares contained in Section 5.5 and brokers contained in Sections 5.6 and 6.21) shall be limited to, Eight Million Five Hundred Thousand dollars ($8,500,000iv).
(c) Anything contained in No Stockholder shall have any claim or any right of contribution against, or indemnification from, SND with respect to any breach of any of the representations, warranties, covenants or agreements relating to SND under this Agreement (including without limitation a claim based upon a breach of a representation or warranty made by SND to the contrary notwithstanding, in no event will the such Stockholder under any agreement between SND and such Stockholder).
(d) Any and all aggregate amount Losses for which any Seller the Indemnifying Stockholders are responsible under this Article VI shall be responsible to indemnify all members of reduced on a dollar- for-dollar basis by any amount received by the Buyer Group for all claims or SND under Sections 13.1(a)(i)any issuance policy, 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) exceed, and each Seller’s aggregate liability under Sections 13.1(a)(i), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) shall be limited to, an amount equal to the portion except Losses as a result of the Purchase Price paid to such Sellerfraud.
Appears in 1 contract
Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by any Seller to any member of the Buyer Group with respect to the indemnification of any claims pursuant to Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Section 6.2112.1(a) until the aggregate amount of Damages actually incurred by the Buyer Group with respect to such claims against both Sellers shall exceed on a cumulative basis an amount equal to One Eighteen Million Five Hundred Thousand dollars ($1,500,00018,000,000) (the “Deductible”), in which event each Seller shall be responsible only for one-half of the amount in excess of the Deductible. In addition, no Seller will not be responsible for making payments with respect to Damages for any individual items pursuant to Sections 13.1(a)(i) or Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Sections 5.6 and 6.2112.1(a) where the aggregate Damages relating thereto are less than Fifty Thousand dollars ($50,000) 100,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group exceed the Deductible. In connection with any claim for indemnification under 13.1(b)(i), Section 12.1(a) Buyer and the other members of the Buyer Group will promptly provide each Seller with written notice of all claims included in the Deductible and copies of all documents reasonably requested by any Seller relating thereto.
(b) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which any Seller shall be responsible to indemnify all members of the Buyer Group for all claims under Sections 13.1(a)(i) and 13.1(b)(iSection 12.1(a) (other than with respect to claims relating to such Seller’s 's representations and warranties with respect to title to ownership of the RSC Shares, the REC Holding Shares and the REC Technologies Equity contained in Section 5.5 and brokers contained in Sections 5.6 and Section 6.215.5) exceed, and each Seller’s 's aggregate liability under Sections 13.1(a)(i) and 13.1(b)(iSection 12.1(a) (other than with respect to claims relating to such Seller’s 's representations and warranties with respect to title to ownership of the RSC Shares, the REC Holding Shares and the REC Technologies Equity contained in Section 5.5 and brokers contained in Sections 5.6 and 6.215.5) shall be limited to, Eight an amount equal to One Hundred Eighty Million Five Hundred Thousand dollars ($8,500,000180,000,000).
(c) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which any Seller shall be responsible to indemnify all members of the Buyer Group for all claims under this Agreement, including Sections 13.1(a)(i12.1, 12.3 and 13.8(a), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) exceed, and each Seller’s 's aggregate liability under this Agreement, including Sections 13.1(a)(i12.1, 12.3 and 13.8(a), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) shall be limited to, an amount equal to One Thousand Eight Hundred Million dollars ($1,800,000,000).
(d) Anything contained in this Agreement to the portion contrary notwithstanding, no monetary amount will be payable by Buyer to any member of the Purchase Price paid Seller Group with respect to such Seller.the indemnification of any claims pursuant to Section 12.2(a) (other than with respect to Buyer's representations and warranties with respect to sufficient funds contained in
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Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by any Seller to any member of the Buyer Group with respect to the indemnification of any claims pursuant to Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Section 6.2112.1(a) until the aggregate amount of Damages actually incurred by the Buyer Group with respect to such claims against both Sellers shall exceed on a cumulative basis an amount equal to One Eighteen Million Five Hundred Thousand dollars ($1,500,00018,000,000) (the “Deductible”), in which event each Seller shall be responsible only for one-half of the amount in excess of the Deductible. In addition, no Seller will not be responsible for making payments with respect to Damages for any individual items pursuant to Sections 13.1(a)(i) or Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Sections 5.6 and 6.2112.1(a) where the aggregate Damages relating thereto are less than Fifty Thousand dollars ($50,000) 100,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group exceed the Deductible. In connection with any claim for indemnification under 13.1(b)(i), Section 12.1(a) Buyer and the other members of the Buyer Group will promptly provide each Seller with written notice of all claims included in the Deductible and copies of all documents reasonably requested by any Seller relating thereto.
(b) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which any Seller shall be responsible to indemnify all members of the Buyer Group for all claims under Sections 13.1(a)(i) and 13.1(b)(iSection 12.1(a) (other than with respect to claims relating to such Seller’s representations and warranties with respect to title to ownership of the RSC Shares, the REC Holding Shares and the REC Technologies Equity contained in Section 5.5 and brokers contained in Sections 5.6 and Section 6.215.5) exceed, and each Seller’s aggregate liability under Sections 13.1(a)(i) and 13.1(b)(iSection 12.1(a) (other than with respect to claims relating to such Seller’s representations and warranties with respect to title to ownership of the RSC Shares, the REC Holding Shares and the REC Technologies Equity contained in Section 5.5 and brokers contained in Sections 5.6 and 6.215.5) shall be limited to, Eight an amount equal to One Hundred Eighty Million Five Hundred Thousand dollars ($8,500,000180,000,000).
(c) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which any Seller shall be responsible to indemnify all members of the Buyer Group for all claims under this Agreement, including Sections 13.1(a)(i12.1, 12.3 and 13.8(a), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) exceed, and each Seller’s aggregate liability under this Agreement, including Sections 13.1(a)(i12.1, 12.3 and 13.8(a), 13.1(a)(iishall be limited to, an amount equal to One Thousand Eight Hundred Million dollars ($1,800,000,000).
(d) Anything contained in this Agreement to the contrary notwithstanding, 13.1(b)(i)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) (other than with respect to Buyer’s representations and warranties with respect to sufficient funds contained in 70
(e) Anything contained in this Agreement to the contrary notwithstanding, 13.1(b)(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) (other than with respect to Buyer’s representations and warranties with respect to sufficient funds contained in Section 6.8 and the Buyer Shares contained in Section 6.10) exceed, 13.1(b)(iii), 13.1(b)(ivand Buyer’s aggregate liability under Section 12.2(a) (other than with respect to Buyer’s representations and 13.1(b)(vwarranties with respect to sufficient funds contained in Section 6.8 and the Buyer Shares contained in Section 6.10) shall be limited to, an amount equal to One Hundred Eighty Million dollars ($180,000,000).
(f) Anything contained in this Agreement to the portion contrary notwithstanding, 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 Sections 12.2 and 13.8(b), exceed, and Buyer’s aggregate liability under this Agreement, including Sections 12.2 and 13.8(a), shall be limited to, in addition to the obligation to pay the Purchase Price paid Price, an additional amount equal to such SellerOne Thousand Eight Hundred Million dollars ($1,800,000,000).
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Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by any Seller to any member of the Buyer Group with respect to the indemnification of any claims pursuant to Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Section 6.21) until the aggregate amount of Damages actually incurred by the Buyer Group with respect to such claims against both Sellers shall exceed on a cumulative basis an amount equal to One Million Five Hundred Thousand dollars ($1,500,000) (the “Deductible”), in which event each Seller shall be responsible only for one-half of the amount in excess of the Deductible. In addition, no Seller will be responsible for making payments with respect to Damages for any individual items pursuant to Sections 13.1(a)(i) or Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Sections 5.6 and 6.21) where the aggregate Damages relating thereto are less than Fifty Thousand dollars ($50,000) and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group exceed the Deductible. In connection with any claim for indemnification under 13.1(b)(i), Buyer and the other members of the Buyer Group will promptly provide each Seller with written notice of all claims included in the Deductible and copies of all documents reasonably requested by any Seller relating thereto.
(b) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which any the Seller collectively shall be responsible to indemnify all members of the Buyer Purchaser Group for all claims under Sections 13.1(a)(i10.1(a) and 13.1(b)(ior 10.1(b) (other than with respect to claims relating to such the Seller’s representations and warranties with respect to title to the RSC Shares contained in Section 5.5 and brokers contained in Sections 5.6 3.4, 4.2 and Section 6.214.11(c)) exceed, and each the Seller’s collective aggregate liability under Sections 13.1(a)(i10.1(a) and 13.1(b)(ior 10.1(b) (other than with respect to claims relating to such the Seller’s representations and warranties with respect to title to the RSC Shares contained in Section 5.5 and brokers contained in Sections 5.6 3.4, 4.2 and 6.214.11(c)) shall be limited to, Eight Million Five Hundred Thousand dollars an amount equal to fifteen percent ($8,500,00015%) of the Purchase Price (the “Cap”). In no event will the collective aggregate amount for which the Seller shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) with respect to the representations and warranties contained in Sections 3.4, 4.2 and 4.11(c) exceed the Purchase Price; provided, however, that in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) or 10.1(b) exceed the Purchase Price. Notwithstanding any other provision of this Agreement to the contrary, the Seller’s liability relating to the Seller Taxes shall not be subject to any Cap or Basket or Purchase Price limit otherwise provided for herein.
(cb) Anything contained in this Agreement to the contrary notwithstanding, in no event monetary amount will be payable by the Seller to any member of the Purchaser Group with respect to the indemnification of any claims pursuant to Section 10.1 until the aggregate amount for of Damages actually incurred by the Purchaser Group with respect to such claims against the Seller shall exceed on a cumulative basis an amount equal to U.S.$1,250,000 of the Purchase Price (the “Basket”), in which any event the Seller shall be responsible for the full amount of the damages (i.e. not just the amount in excess of the Basket). In addition, the Seller will not be responsible for making payments with respect to indemnify all Damages for any individual unrelated items pursuant to Section 10.1 where the aggregate Damages relating thereto are less than U.S.$150,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Purchaser Group exceed the Basket. In connection with any claim for indemnification under Section 10.1, the Purchaser and the other members of the Buyer Purchaser Group for will promptly provide the Seller with written notice of all claims under Sections 13.1(a)(i), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(ivincluded in the Basket and copies of all documents reasonably requested by the Seller relating thereto. The limitations of this Section 10.6(b) and 13.1(b)(v) exceed, and each shall not apply to claims with respect to the Seller’s aggregate liability under representations and warranties contained in Sections 13.1(a)(i3.4, 4.2 and 4.11(c), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) shall be limited to, an amount equal to the portion of the Purchase Price paid to such Seller.
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