Common use of Dollar Limitations Clause in Contracts

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.

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 Seller shall be responsible to indemnify all members of the Buyer Group for all claims under Section 12.1(a) (other than with respect to Seller’s representations and warranties with respect to ownership of the Shares, the REC Holding Shares and the REC Technologies Equity contained in Section 5.5) exceed, and Seller’s aggregate liability under Section 12.1(a) (other than with respect to Seller’s representations and warranties with respect to ownership of the Shares, the REC Holding Shares and the REC Technologies Equity contained in Section 5.5) shall be limited to, an amount equal to One Hundred Eighty Million dollars ($180,000,000). (c) Anything contained in this Agreement to the contrary notwithstanding, 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 Sections 12.1, 12.3 and 13.8(a), exceed, and Seller’s aggregate liability under this Agreement, including Sections 12.1, 12.3 and 13.8(a), 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 contrary notwithstanding, 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

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.

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 subject to or count toward the aggregate Damages incurred by the Buyer Group exceed the Deductible. In connection with dollar limitation on recoverable Claims pursuant to this paragraph, and (iii) 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 Claims in the Deductible and copies of all documents reasonably requested by respect thereof shall not be subject to any Seller relating theretotime limitation.