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 6.2112.1(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 6.2112.1(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. Except with respect to Excluded Claims (awith respect to which there will be no "basket"), Buyer shall not be entitled to indemnification from Sellers, and Sellers shall not be required to pay to Buyer for, any Claims unless and until the aggregate amount of all Claims exceeds One Hundred Thirty Thousand Dollars ($130,000) Anything contained (the "Basket Amount"). In the event Buyer's Claims exceed the Basket Amount, Buyer shall be entitled to indemnification for such Claims in excess of the Basket Amount; PROVIDED, FURTHER, that Sellers' aggregate liability for any Claims by Buyer (i.e., the amount of such Claims in excess of the Basket Amount) shall in no event exceed Two Million Dollars ($2,000,000) (the "Basket Cap"), except as to Excluded Claims which shall not be subject to the Basket Cap. By way of example, if the aggregate Claims (not including Excluded Claims) by Buyer were Two Million One Hundred Thirty Thousand Dollars ($2,130,000), then Sellers would be liable to Buyer for Two Million Dollars ($2,000,000) of such Claims (i.e., the aggregate amount thereof less the Basket Amount). Further, the aggregate amount that Buyer shall be entitled to recover from Sellers for any of the Excluded Claims pursuant to this Section 9.4 shall not exceed Thirteen Million Dollars ($13,000,000) minus any amounts previously recovered by Buyer from Sellers in connection with any of the Claims that are subject to the Basket Cap. Notwithstanding the above or anything else in this Agreement to the contrary notwithstandingcontrary, no monetary amount will be payable by any Seller (i) the Basket Amount shall not apply to any member of the known issues or Claims relating to regulatory matters identified in writing by Buyer Group with respect to Sellers on or prior to the indemnification of date hereof, (ii) any claims pursuant to Section 13.1(b)(i) (other than with Claims in 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 thereof 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 subject to the contrary notwithstanding, in no event will or count toward the aggregate amount for which any Seller shall be responsible dollar limitation on recoverable Claims pursuant 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) exceedthis paragraph, and each Seller’s aggregate liability under Sections 13.1(a)(i(iii) and 13.1(b)(i) (other than with any Claims in respect thereof shall not be subject 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)any time limitation.
(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, 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.
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 6.21) 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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Dollar Limitations. (a) Anything contained in this Agreement Subject to the contrary notwithstandingSection 12.6(c), (i) 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 Million Five Hundred Thousand dollars $15,000,000 (the “Basket”), in which event Seller shall be responsible for the entire amount of such Damages in excess of $1,500,000) 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 each Seller Buyer shall be responsible only for one-half the entire amount of the amount 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, no (i) Seller will not be responsible for making payments with respect to Damages for any individual items or series of related 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 $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 ($50,000the “Per Claim Threshold”) and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group exceed the Deductible. In connection Basket and (ii) Buyer will not be responsible for making payments with any claim respect to Damages for indemnification under 13.1(b)(i), Buyer 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 other members of Seller Group exceed 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 theretoBasket.
(b) Anything contained in this Agreement Subject to the contrary notwithstandingSection 12.6(c), (i) 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 6.2112.1(a) 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 6.2112.1(a) shall be limited to, Eight Million Five Hundred Thousand dollars an amount equal to $95,000,000 ($8,500,000)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 any Seller shall be responsible to indemnify all members of the Buyer Group for all claims under Sections 13.1(a)(i)this Agreement, 13.1(a)(ii)including Section 12.1 and Section 13.8, 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)this Agreement, 13.1(a)(ii)including Section 12.1 and Section 13.8, 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 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 paid to such SellerPrice.
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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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