Common use of Limitations on Amount Clause in Contracts

Limitations on Amount. (a) Except with respect to claims resulting or arising from or based upon fraud, the Parent Indemnified Persons shall not have any right to indemnification or to be held harmless under Section 11.2(a) for the breach of any of the Company’s representations and warranties, except for breaches of any of the representations or warranties in Sections 3.1 (Organization and Good Standing), 3.2 (Authority), 3.3 (No Conflict), 3.4 (Capitalization), 3.5 (Subsidiaries), 3.13 (Tax Matters), 3.15 (Employee Benefits), 3.17 (Legal Proceedings; Orders), 3.24 (Intellectual Property), 3.25 (Certain Payments) or 3.32 (HIPAA/HITECH Compliance) (collectively, the “Fundamental Representations”), until the aggregate of all Damages exceeds $250,000 (the “Deductible Amount”), in which event the Securityholders shall be responsible for and the Parent Indemnified Persons shall be indemnified for all Damages in excess of such amount. Any claim for indemnification for the breach by the Company of any of the Fundamental Representations or any claim for indemnification based upon any of Sections 11.2(b) through and including 11.2(m) and any of the matters set forth therein may be made regardless of whether the amount of Damages exceeds or is less than the Deductible Amount and the Securityholders shall be obligated to indemnify and hold harmless the Parent Indemnified Persons for, the entire amount of such Damages up to the aggregate limit set forth in this Section 11.4. A claim for Damages resulting or arising or based upon fraud may be made regardless of whether the amount of Damages exceeds or is less than the Deductible Amount and Securityholders shall be obligated to indemnify and hold harmless the Parent Indemnified Person for the entire amount of such Damages.

Limitations on Amount. (a) Except Seller shall only be liable under this Agreement (for indemnification or otherwise) with respect to any claim pursuant to clauses (a) and (b) of Section 10.2 (a “Seller Warranty Claim”), if (i) any single individual claim exceeds US$ 75,000 (the “Individual Claim Threshold”) and (ii) one or several claims resulting exceeding the Individual Claim Threshold exceeds or arising from or based upon fraudexceed in the aggregate US$ 500,000 (the “ Basket Threshold”), whereupon Sellers’ liability to Buyer shall be equal to the Parent Indemnified Persons shall not have any right to indemnification or to be held harmless under Section 11.2(a) for the breach full amount of any such Seller Warranty Claim without deduction of the Company’s representations Individual Claim Threshold, but deducting the Basket Threshold amount. In the event of a series of claims based on the same facts, such series of claims shall be treated as a single claim and warrantiesthe aggregate cumulative liability resulting from such series of claims shall be used to determine whether the Individual Claim Threshold has been exceeded. In no event shall the aggregate maximum liability of Seller in respect of Seller Warranty Claims (for indemnification for Damages) exceed US$ 12,000,000 (the “Indemnification Cap”). Notwithstanding the foregoing, except for breaches (a) the limitations on amount set forth in this Section 10.5(a) will not apply to (i) any Breach of any of the representations or and warranties in under Sections 3.1 4.1 (Organization and Organization, Good Standing, Capital Structure and Shares) and 4.2 (a), 3.2 (b)(i), (c) and (d) (Authority), 3.3 (; No Conflict), 3.4 and (Capitalizationii) any claim with respect to fraud (arglistige Täuschung, article 203 CO), 3.5 willful Breach or intentional misrepresentation, and (Subsidiaries), 3.13 (Tax Matters), 3.15 (Employee Benefits), 3.17 (Legal Proceedings; Orders), 3.24 (Intellectual Property), 3.25 (Certain Paymentsb) or 3.32 (HIPAA/HITECH Compliance) (collectively, the “Fundamental Representations”), until the aggregate of all Damages exceeds $250,000 (the “Deductible Amount”), in which event the Securityholders shall be responsible for and the Parent Indemnified Persons shall be indemnified for all Damages in excess of such amount. Any claim for indemnification for the breach by the Company Indemnification Cap will not apply to any Breach of any of the Fundamental Representations or any claim for indemnification based upon any representations and warranties under Subsections (b)(ii), (b)(iii), (b)(vii) of Sections 11.2(b) through and including 11.2(m) and any of the matters set forth therein may be made regardless of whether the amount of Damages exceeds or is less than the Deductible Amount and the Securityholders shall be obligated to indemnify and hold harmless the Parent Indemnified Persons for, the entire amount of such Damages up to the aggregate limit set forth in this Section 11.4. A claim for Damages resulting or arising or based upon fraud may be made regardless of whether the amount of Damages exceeds or is less than the Deductible Amount and Securityholders shall be obligated to indemnify and hold harmless the Parent Indemnified Person for the entire amount of such Damages4.2 (Authority; No Conflict).

Limitations on Amount. No indemnification shall be payable to Buyer pursuant to Section 8.2(a) or (ab) Except or to Seller or Principal pursuant to Section 8.3(a) or (b), as the case may be, until the total of all claims for indemnification pursuant to such clauses exceeds, in the aggregate, Twenty-five Thousand Dollars ($25,000), whereupon the full amount of any such claims commencing with the first dollar shall be recoverable in accordance with the terms hereof. In no event other than fraud or intentional misrepresentation shall the Seller Indemnifying Parties’ aggregate indemnification obligations under Section 8.2(a) or (b) or Buyer’s aggregate indemnification obligations under Section 8.3(a) or (b) exceed One Million Four Hundred Thousand Dollars ($1,400,000). Notwithstanding the foregoing, (i) the aforementioned limitations with respect to claims resulting or arising from or based upon fraud, the Parent Indemnified Persons Seller Indemnifying Parties’ indemnification obligations hereunder shall not have any right apply to indemnification claims or damages arising out of or related to be held harmless under Section 11.2(a) for the breach of any of the Company’s representations and warranties, except for breaches of any of the representations or warranties in Sections 3.1 (Organization and Good Standing), 3.2 (Authority), 3.3 (No Conflict), 3.4 (Capitalization), 3.5 (Subsidiaries), 3.13 (Tax Matters), 3.15 (Employee Benefits), 3.17 (Legal Proceedings; Orders), 3.24 (Intellectual Property), 3.25 (Certain Payments) or 3.32 (HIPAA/HITECH Compliance) (collectively, the “Fundamental Representations”), until the aggregate of all Damages exceeds $250,000 (the “Deductible Amount”), in which event the Securityholders shall be responsible for and the Parent Indemnified Persons shall be indemnified for all Damages in excess of such amount. Any claim for indemnification for the breach by the Company of any of the Fundamental Representations or any claim for indemnification based upon any of Sections 11.2(b) through and including 11.2(m) and any of the matters set forth therein may be made regardless of whether the amount of Damages exceeds or is less than the Deductible Amount and the Securityholders shall be obligated to indemnify and hold harmless the Parent Indemnified Persons for, the entire amount of such Damages up to the aggregate limit set forth in this Section 11.4. A claim for Damages resulting Sections 3.2, 3.5, 3.6, 3.10, 3.12, and 3.13 above (taken collectively and individually) not being and continuing to remain true and correct in all material respects at and as of the Closing Date through the Expiration Date and (ii) the aforementioned limitations with respect to Buyer’s indemnification obligations hereunder shall not apply with respect to Buyer’s obligations with respect to payment of the Additional Cash Consideration, the Contingent Consideration or arising or based upon fraud may be made regardless of whether the amount of Damages exceeds or is less than the Deductible Amount and Securityholders shall be obligated to indemnify and hold harmless the Parent Indemnified Person for the entire amount of such DamagesEarnout Consideration.

Limitations on Amount. (a) Except Parent and Seller will have no liability to a Buyer Indemnified Party (for indemnification or otherwise) with respect to claims resulting or arising from or based upon fraud, the Parent Indemnified Persons shall not have any right to indemnification or to be held harmless under Buyer Losses covered by Section 11.2(a) for the breach of any of the Company’s representations and warranties, except for breaches of any of the representations or warranties in Sections 3.1 (Organization and Good Standing), 3.2 (Authority), 3.3 (No Conflict), 3.4 (Capitalization), 3.5 (Subsidiaries), 3.13 (Tax Matters), 3.15 (Employee Benefits), 3.17 (Legal Proceedings; Orders), 3.24 (Intellectual Property), 3.25 (Certain Payments11.02(a)(i) or 3.32 (HIPAA/HITECH Compliance) (collectively, the “Fundamental Representations”), Section 11.03 until the aggregate amount of all Damages Buyer Losses exceeds $250,000 1,000,000 (the “Deductible "Basket Amount”"), in which event the Securityholders shall be responsible for case Parent and the Parent Indemnified Persons shall be indemnified for all Damages in excess of such amount. Any claim for indemnification for the breach by the Company of any of the Fundamental Representations or any claim for indemnification based upon any of Sections 11.2(b) through and including 11.2(m) and any of the matters set forth therein may be made regardless of whether the amount of Damages exceeds or is less than the Deductible Amount and the Securityholders Seller shall be obligated to indemnify and hold harmless the Parent Buyer Indemnified Persons forParties for the total amount of all Buyer Losses in excess of the Basket Amount; provided, however, that no individual claim or series of related claims for indemnification under Section 11.02(a)(i) or Section 11.03 shall be recoverable hereunder if it is or they are for an amount less than $50,000, until the aggregate amount of all such claims is equal to at least $500,000. Except for fraud or willful misrepresentation or as otherwise provided below, the entire amount aggregate liability of such Damages up to Parent and Seller for all amounts under Section 11.02(a)(i) and Section 11.03 shall not exceed $25,000,000; provided, however, that the aggregate limit liability of Parent and Seller for all amounts under Section 11.02(a)(i) with respect to breaches of or inaccuracies in the representations and warranties set forth in this Section 11.44.25 and Section 11.03 shall not exceed $30,000,000 minus the amounts paid by Parent or Seller in respect of all other claims for indemnification under Section 11.02(a)(i) (the "Cap"). A claim for Damages resulting Notwithstanding the foregoing, the Basket Amount shall apply only to breaches of or arising inaccuracies in representations and warranties other than those set forth in Sections 4.01, 4.02, 4.03, 4.10(b) (only the third sentence thereof) or based upon fraud may be made regardless 4.15, and the Cap shall not apply to claims, breaches of whether or inaccuracies in representations and warranties set forth in Sections 4.01, 4.02, 4.03, 4.10(b) (only the amount of Damages exceeds third sentence thereof) or is less than the Deductible Amount and Securityholders shall be obligated to indemnify and hold harmless the Parent Indemnified Person for the entire amount of such Damages4.15.

Limitations on Amount. No indemnification shall be payable to Buyer pursuant to Section 7.2(a)(i) or (aii) Except or to the Principals pursuant to 7.2(b)(i) or (ii) until the total of all claims for indemnification pursuant to such clauses exceeds, in the aggregate, Ten Thousand Dollars ($10,000), whereupon the full amount of such claims commencing with the first dollar shall be recoverable in accordance with the terms hereof. In no event other than fraud or intentional misrepresentation shall the Principals’ aggregate indemnification obligations under Section 7.2(a)(i) or (ii) hereof, combined with the indemnification obligations of Xxxx Xxxxxxx and V.A. Cunnell under Section 7.2(a)(i) or (ii) of the ICR International Purchase Agreement, exceed Three Million Dollars ($3,000,000) , nor shall the aggregate indemnification obligations of Buyer under Section 7.2(b)(i) or (ii) hereof, combined with its indemnification obligations under Section 7.2(b)(i) or (ii) of the ICR International Purchase Agreement, exceed Three Million Dollars ($3,000,000). Notwithstanding the foregoing, the aforementioned limitations with respect to claims resulting or arising from or based upon fraud, the Parent Indemnified Persons an Indemnifying Party’s indemnification obligations hereunder shall not have any right apply to indemnification claims or damages arising out of or related to be held harmless under Section 11.2(a) for the breach of any of the Company’s representations and warranties, except for breaches of any of the representations or warranties in Sections 3.1 (Organization and Good Standing), 3.2 (Authority), 3.3 (No Conflict), 3.4 (Capitalization), 3.5 (Subsidiaries), 3.13 (Tax Matters), 3.15 (Employee Benefits), 3.17 (Legal Proceedings; Orders), 3.24 (Intellectual Property), 3.25 (Certain Payments) or 3.32 (HIPAA/HITECH Compliance) (collectively, the “Fundamental Representations”), until the aggregate of all Damages exceeds $250,000 (the “Deductible Amount”), in which event the Securityholders shall be responsible for and the Parent Indemnified Persons shall be indemnified for all Damages in excess of such amount. Any claim for indemnification for the breach by the Company of any of the Fundamental Representations or any claim for indemnification based upon any of Sections 11.2(b) through and including 11.2(m) and any of the matters set forth therein may be made regardless of whether the amount of Damages exceeds or is less than the Deductible Amount and the Securityholders shall be obligated to indemnify and hold harmless the Parent Indemnified Persons for, the entire amount of such Damages up to the aggregate limit set forth in this Sections 3.2, 3.5, 3.10, and 3.12(f) above (taken collectively and individually) not being and continuing to remain true and correct in all material respects at and as of the Closing Date through the Expiration Date, except that, solely with respect to Section 11.43.12(f), the $3,000,000 cap with respect to aggregate indemnification obligations shall not apply if one or more of the Indemnifying Parties had knowledge (as defined in Section 3.24) of the facts or circumstances giving rise to such claim. A claim for Damages resulting or arising or based upon fraud may be made regardless Furthermore, notwithstanding the foregoing, any contingent liability subject to indemnification under Section 7.2(a)(iv) that is unasserted as of whether the amount first anniversary of Damages exceeds or is less than the Deductible Amount and Securityholders Closing, shall be obligated subject to indemnify the $10,000 basket and hold harmless the Parent Indemnified Person for the entire amount of such Damages$3,000,000 cap set forth above.