Common use of Limitations as to Amount Clause in Contracts

Limitations as to Amount. Indemnitors shall have no liability with ------------------------ respect to the matters described in Section 8.1 until the total of all Losses with respect thereto exceeds $100,000 and then only for the amount by which such Losses exceeds $100,000 with respect to the relevant class of Indemnitors. The limitations set forth in this Section shall not apply to any intentional misrepresentation or breach of warranty of any Indemnitor or any intentional failure to perform or comply with any covenant or agreement of any Indemnitor, and the Indemnitors shall be liable for all Losses with respect thereto. Notwithstanding any other term of this Agreement (except the proviso to this sentence), no ACSYS Shareholder shall be liable under this Article 8 for an amount which exceeds the fair market value (at the time when the amount of liability is determined) of the ICCE Common Stock received by such ACSYS Shareholder in connection with the Merger, provided that a ACSYS Shareholder's indemnification obligations pursuant to Section 8.1(a)(i) with respect to the representations and warranties made in Section 4.8 shall not be so limited. Notwithstanding any other term of this Agreement (except the proviso to this sentence), no ICCE Shareholder shall be liable under this Article 8 for an amount which exceeds the fair market value (at the time when the amount of liability is determined) of the ICCE Common Stock beneficially owned by such ICCE Shareholder as of the date hereof, provided that an ICCE Shareholder's indemnification obligations pursuant to Section 8.1(c)(i) with respect to the representations and warranties made in Section 5.7 shall not be so limited, and ICCE shall not be liable under this Article 8 for any amounts which exceed the aggregate limitation on the liability of all ICCE Shareholders as a group.

Limitations as to Amount. Indemnitors Seller shall have no liability with ------------------------ respect be obligated to indemnify Purchaser only when and only to the matters described in Section 8.1 until extent the total aggregate of all Losses with respect thereto suffered or incurred by Purchaser as to which a right of indemnification is provided under this Article 9 exceeds Two Hundred Fifty Thousand Dollars ($100,000 and then only 250,000) (the "Seller's Threshold Amount"). After the aggregate of all Losses suffered or incurred by Purchaser exceeds the Seller's Threshold Amount, subject to the other limitations set forth herein, Seller shall be obligated to indemnify Purchaser for the amount by which all such Losses exceeds $100,000 in excess of the Seller's Threshold Amount. In no event shall the aggregate liability of Seller to Purchaser Indemnitees under this Article 9 or otherwise with respect to the relevant class of Indemnitorstransactions contemplated hereby, whether based upon contract, statutory or regulatory law, tort or otherwise, exceed One Million Dollars ($1,000,000) (the "Seller's Maximum Amount"). The Notwithstanding the above, neither the Seller's Threshold Amount nor the Seller's Maximum Amount limitations set forth in this Section shall not apply to any intentional misrepresentation the indemnification rights of Purchaser (i) under Section 9.1(c) hereof for Losses resulting from those Excluded Liabilities described in Section 2.2(f) or (ii) under Section 9.1(b) for Losses resulting from Seller's breach of warranty of any Indemnitor or any intentional failure to perform or comply with any covenant or agreement of any Indemnitor, Seller contained in Section 8.14 hereof and the Indemnitors payment of such amounts by Seller shall be liable for all Losses with respect theretonot count toward the calculation of Seller's Maximum Amount. Notwithstanding any other term of this Agreement the above, Seller's Maximum Amount shall not apply to (except a) claims based on ERISA or Seller's Benefit Plans; (b) claims based on the proviso to this sentence), no ACSYS Shareholder shall be liable under this Article 8 for an amount which exceeds the fair market value (at the time when the amount of liability is determined) failure of the ICCE Common Stock received by such ACSYS Shareholder in connection parties to comply with the Merger, provided that a ACSYS Shareholder's indemnification obligations pursuant to Section 8.1(a)(i) with respect to the representations and warranties made in Section 4.8 shall not be so limited. Notwithstanding any other term of this Agreement applicable bulk sales laws; (except the proviso to this sentencec), no ICCE Shareholder shall be liable under this Article 8 for an amount which exceeds the fair market value (at the time when the amount of liability is determined) of the ICCE Common Stock beneficially owned by such ICCE Shareholder as of the date hereof, provided that an ICCE Shareholder's indemnification obligations pursuant to Section 8.1(c)(i) with respect to the representations and warranties made in Section 5.7 shall not be so limited, and ICCE shall not be liable under this Article 8 for any amounts which exceed the aggregate limitation on the liability of all ICCE Shareholders as a group.

Limitations as to Amount. Indemnitors (a) If the Closing occurs, neither the Trust nor any Ramco Principal shall have no liability (for indemnification or otherwise) with ------------------------ respect to any failure or breach of any representation or warranty (other than with respect to the matters described last sentence of Section 4.7 and Section 4.21) or any covenant, agreement or obligation to be performed and complied with prior to the Closing Date (other than with respect to obligations under the Kohl's Lease as set forth in Section 8.1 1.7(a)(ii) and as set forth in Sections 1.15 and 6.15) until the total of all Losses Damages with respect thereto to such failure or breach exceeds $100,000 and 250,000 but then only for the entire amount by which of such Losses exceeds Damages, including those not in excess of $100,000 250,000. (b) If the Closing occurs, the Trust's aggregate liability (for indemnification or otherwise) with respect to the relevant class Trust's failure or breach of Indemnitors. any representation or warranty or any covenant, agreement or obligation to be performed and complied with prior to the Closing Date shall not exceed $45,000,000. (c) If the Closing occurs, recourse against the Ramco Principals (for indemnification obligations or otherwise) with respect to the Ramco Group's failure or breach of any representation or warranty (other than as set forth in Section 4.14 and 4.21) or any covenant, agreement or obligation to be performed and complied with prior to the Closing Date (other with respect to obligations under the Kohl's Lease as set forth in Sections 1.7(a)(ii) and as set forth in Sections 1.15 and 6.15) shall be limited to the Trust's right to pursue its rights and remedies under the Pledge Agreement. (d) The limitations set forth in this Section 7.3 shall not apply limit claims against the Trust with respect to any Trust intentional misrepresentation or intentional breach of warranty of any Indemnitor or any intentional failure to perform or and comply with any covenant covenant, agreement or (e) The limitations set forth in this Section 7.3 shall not limit claims against the Ramco Principals with respect to any Ramco Group intentional misrepresentation or intentional breach of warranty or intentional failure to perform and comply with any covenant, agreement of any Indemnitor, or obligation to be performed prior to the Closing Date and the Indemnitors Ramco Principals shall be liable for all Losses Damages with respect thereto. Notwithstanding any other term of this Agreement (except the proviso to this sentence), no ACSYS Shareholder shall be liable under this Article 8 for an amount which exceeds the fair market value (at the time when the amount of liability is determined) of the ICCE Common Stock received by such ACSYS Shareholder in connection with the Merger, provided that a ACSYS Shareholder's indemnification obligations pursuant to Section 8.1(a)(i) with respect to the representations and warranties made in Section 4.8 shall not be so limited. Notwithstanding any other term of this Agreement (except the proviso to this sentence), no ICCE Shareholder shall be liable under this Article 8 for an amount which exceeds the fair market value (at the time when the amount of liability is determined) of the ICCE Common Stock beneficially owned by such ICCE Shareholder as of the date hereof, provided that an ICCE Shareholder's indemnification obligations pursuant to Section 8.1(c)(i) with respect to the representations and warranties made in Section 5.7 shall not be so limited, and ICCE shall not be liable under this Article 8 for any amounts which exceed the aggregate limitation on the liability of all ICCE Shareholders as a group.

Limitations as to Amount. (a) Shareholder Indemnitors shall have no liability Liability with ------------------------ respect to the matters described in clauses (a) or (b) of Section 8.1 11.1 until the total of all Losses described in Section 11.1(a) and (b) with respect thereto exceeds $100,000 2,000,000 and then only for the amount by which such Losses exceeds described in Section 11.1(a) and (b) exceed $100,000 2,000,000. Shareholder Indemnitors shall be liable for all Losses with respect to the relevant class matters described in clause (c) of IndemnitorsSection 11.1. The limitations set forth in this Section 11.7(a) shall not apply to to: (i) any intentional misrepresentation or breach of warranty of any Indemnitor or any intentional failure to perform or comply with any covenant or agreement of any IndemnitorIndemnitor or (ii) any breach of the representations and warranties contained in Section 5.14, and the Indemnitors shall be liable for all Losses with respect thereto. Notwithstanding any other term . (b) In no event shall the aggregate liability of this Agreement (except the proviso to this sentence), no ACSYS Shareholder shall be liable Indemnitors under this Article 8 for an amount which exceeds 11, this Agreement, the fair market value (at Other Shareholder Agreements and the time when the amount of liability is determined) of the ICCE Common Stock received by such ACSYS Shareholder Other Acquiror Agreements entered into in connection with the Mergerconsummation of the transactions contemplated hereby, provided that a ACSYS Shareholder's indemnification obligations pursuant to Section 8.1(a)(iexceed the lesser of $15,000,000 or the amount which is ten percent (10%) with respect to of the representations and warranties made total number of shares of Acquiror Common Stock issued in Section 4.8 the Merger multiplied by the Closing Price (but in any event such aggregate liability shall not be so limited. Notwithstanding any other term greater than the maximum amount permitted in order for the Merger to qualify for "pooling of this Agreement (except the proviso to this sentenceinterests" accounting treatment), no ICCE Shareholder shall be liable under this Article 8 for an amount which exceeds the fair market value (at the time when the amount of liability is determined) of the ICCE Common Stock beneficially owned by such ICCE Shareholder as of the date hereof, provided that an ICCE Shareholder's indemnification obligations pursuant to Section 8.1(c)(i) with respect to the representations and warranties made in Section 5.7 shall not be so limited, and ICCE shall not be liable under this Article 8 for any amounts which exceed the aggregate limitation on the liability of all ICCE Shareholders as a group.

Limitations as to Amount. The Indemnitors shall have no liability ------------------------ with ------------------------ respect to the matters described in Section 8.1 9.1 until the total of all Losses with respect thereto exceeds exceeds, (i) in the case of Acsys as Indemnitor, $100,000 and then only for 525,000 and, (ii) in the case of the Icon Indemnitors, $525,000 less the amount of any Losses incurred during the Pre-Closing Period in connection with matters disclosed in Section 9.1(a) of the Icon Disclosure Memorandum which are excluded from the computation of Adjusted Taxable Income. In the event that the Deductible computed in accordance with Section 9.7(ii) is a negative number, Acsys shall have an indemnity claim for that amount as well as any other claims it may properly bring under this Article 9. In no event shall the aggregate liability of any Icon Indemnitor exceed the aggregate market value (based on the Average Closing Price) of the Merger Shares received by which such Losses exceeds $100,000 with respect Icon Indemnitor. In no event shall the aggregate liability of Acsys exceed the aggregate market value (based on the Average Closing Price) of the Merger Shares issued to the relevant class of IndemnitorsShareholders. The limitations set forth in this Section shall not apply to any knowing and intentional misrepresentation or breach of warranty of any Indemnitor or any intentional failure to perform or comply with any covenant or agreement of any Indemnitor, and the Indemnitors shall be liable for all Losses with respect thereto. Notwithstanding any other term of this Agreement (except the proviso to this sentence), no ACSYS Shareholder shall be liable under this Article 8 for an amount which exceeds the fair market value (at the time when the amount of liability is determined) of the ICCE Common Stock received by such ACSYS Shareholder in connection with the Merger, provided that a ACSYS Shareholder's indemnification obligations pursuant to Section 8.1(a)(i) with respect to the representations and warranties made in Section 4.8 shall not be so limited. Notwithstanding any other term of this Agreement (except the proviso to this sentence), no ICCE Shareholder shall be liable under this Article 8 for an amount which exceeds the fair market value (at the time when the amount of liability is determined) of the ICCE Common Stock beneficially owned by such ICCE Shareholder as of the date hereof, provided that an ICCE Shareholder's indemnification obligations pursuant to Section 8.1(c)(i) with respect to the representations and warranties made in Section 5.7 shall not be so limited, and ICCE shall not be liable under this Article 8 for any amounts which exceed the aggregate limitation on the liability of all ICCE Shareholders as a group.

Limitations as to Amount. Indemnitors (a) Sellers shall have no liability with ------------------------ respect to the matters described in clauses (i) or (ii) of Section 8.1 7.1(a), and BAC shall have no liability with respect to the matters described in clauses (i) or (ii) of Section 7.1(b), with respect to any Loss unless such Loss exceeds $25,000; provided, however, that Losses arising out of a single or related set of facts, circumstances or events shall be aggregated for purposes of determining whether the Losses exceed $25,000 and that in the event such Losses exceed $25,000, the entire amount of the obligation shall be indemnifiable to the extent and as provided in this Agreement. (b) Sellers shall have no liability with respect to the matters described in clauses (i) or (ii) of Section 7.1(a), and BAC shall have no liability with respect to the matters described in clauses (i) or (ii) of Section 7.1(b), until the total of all Losses with respect thereto exceeds $100,000 1,000,000 and then only for the amount by which such Losses exceeds exceed $100,000 1,000,000. Sellers shall have no liability with respect to the relevant class matters described clause (iii) of Indemnitors. The limitations set forth in this Section shall not apply to any intentional misrepresentation or breach 7.1(a) until the total of warranty of any Indemnitor or any intentional failure to perform or comply with any covenant or agreement of any Indemnitor, and the Indemnitors shall be liable for all Losses with respect thereto. thereto exceeds $50,000 in which event Indemnitors shall be obligated to indemnify the Indemnitees as provided in this Article 7 for all such Losses. (c) Notwithstanding any other term anything herein to the contrary, the provisions of this Agreement Section 7.7 shall not apply with respect to any Indemnification Claim asserted by BAC based upon (except i) Section 5A.1; (ii) any Excluded Liability; (iii) any breach of Section 9.2(c); or (iv) any breach by Sellers of their obligations under Section 5.5. (d) In no event shall the proviso to this sentence), no ACSYS Shareholder shall be liable aggregate liability of the Indemnitors under this Article 8 for an amount which exceeds 7 exceed the fair market value Purchase Price. (at e) Notwithstanding anything herein to the time when contrary, the amount provisions of liability is determined) of the ICCE Common Stock received by such ACSYS Shareholder in connection with the Merger, provided that a ACSYS Shareholder's indemnification obligations pursuant to this Section 8.1(a)(i) 7.7 shall not apply with respect to the representations and warranties made in any Indemnification Claim asserted by Sellers based upon Section 4.8 shall not be so limited. Notwithstanding 5A.1 or any other term breach by BAC of this Agreement (except the proviso to this sentence), no ICCE Shareholder shall be liable its obligations under this Article 8 for an amount which exceeds the fair market value (at the time when the amount of liability is determined) of the ICCE Common Stock beneficially owned by such ICCE Shareholder as of the date hereof, provided that an ICCE Shareholder's indemnification obligations pursuant to Section 8.1(c)(i) with respect to the representations and warranties made in Section 5.7 shall not be so limited, and ICCE shall not be liable under this Article 8 for any amounts which exceed the aggregate limitation on the liability of all ICCE Shareholders as a group5.5.

Limitations as to Amount. (a) Shareholder Indemnitors shall have no liability Liability with ------------------------ respect to the matters described in clauses (A) or (B) of Section 8.1 11.1(a) until the total of all Losses described in Section 11.1(a)(A) and (B) with respect thereto exceeds $1,500,000 and then only for the amount by which such Losses described in Section 11.1(A) and (B) exceed $1,500,000. Shareholder Indemnitors shall be liable for all Losses with respect to the matters described in clause (C) of Section 11.1(a). Shareholder Indemnitors shall have no Liability with respect to the matters described in clause (D) of Section 11.1(a) until the total of all Losses described in Section 11.1(a)(D) with respect thereto exceeds $100,000 and then only for the amount by which such Losses exceeds described in Section 11.1(a)(D) exceed $100,000 with respect to the relevant class of Indemnitors100,000. The limitations set forth in this Section 11.7(a) shall not apply to to: (i) any intentional misrepresentation or breach of warranty of any Indemnitor (other than with respect to certain failures to disclose information on the Company and Shareholder Disclosure Memorandum which have otherwise been disclosed to the Chief Financial Officer of Acquiror) or any intentional failure to perform or comply with any covenant or agreement of any IndemnitorIndemnitor or (ii) any breach of the representations and warranties contained in Section 5.14, and the Indemnitors shall be liable for all Losses with respect thereto. Notwithstanding any other term . (b) In no event shall the aggregate liability of this Agreement (except the proviso to this sentence), no ACSYS Shareholder shall be liable Indemnitors under this Article 8 for an amount which exceeds 11, this Agreement, the fair market value (at Shareholder Closing Documents and the time when the amount of liability is determined) of the ICCE Common Stock received by such ACSYS Shareholder Acquiror Closing Documents entered into in connection with the Mergerconsummation of the transactions contemplated hereby, provided that a ACSYS Shareholder's indemnification obligations pursuant to Section 8.1(a)(iexceed the lesser of $10,000,000 or the amount which is ten percent (10%) with respect to of the representations and warranties made total number of shares of Acquiror Common Stock issued in Section 4.8 the Merger multiplied by the Closing Price (but in any event such aggregate liability shall not be so limited. Notwithstanding any other term greater than the maximum amount permitted in order for the Merger to qualify for "pooling of this Agreement (except the proviso to this sentenceinterests" accounting treatment), no ICCE Shareholder shall be liable under this Article 8 for an amount which exceeds the fair market value (at the time when the amount of liability is determined) of the ICCE Common Stock beneficially owned by such ICCE Shareholder as of the date hereof, provided that an ICCE Shareholder's indemnification obligations pursuant to Section 8.1(c)(i) with respect to the representations and warranties made in Section 5.7 shall not be so limited, and ICCE shall not be liable under this Article 8 for any amounts which exceed the aggregate limitation on the liability of all ICCE Shareholders as a group.