Common use of Limitations on Amount Clause in Contracts

Limitations on Amount. Neither party hereto will have any liability (for indemnification or otherwise) with respect to the matters described in Section 9.1 (as to the Shareholders) or 9.2 (as to Parent and Surviving Corporation) until the total of all Damages of the Indemnified Party with respect to such matters exceeds $75,000 in the aggregate (the "Basket"), and then the Indemnifying Party shall be responsible to the Indemnified Party for all Damages based thereon from the first dollar of Damages without regard to the Basket; provided, however, the Basket (as it applies to the Shareholders as the Indemnifying Party) shall not apply to any claim for indemnification arising out of a breach of any representations, warranties or covenants contained in Sections 3.3, 3.4, 3.6, 3.9, 3.12(b-d) or 3.19, and the Shareholders' obligation to discharge all liabilities not assumed by Parent or Surviving Corporation. The maximum liability, that will payable by either party hereto to the other party, respectively, with respect to the matters described in Section 9.1 or 9.2, respectively, will be limited to Two Million Dollars ($2,000,000) in the aggregate (the "Cap"); provided, however, this Cap will not apply to a claim for indemnification arising out of a breach of any of the Company's or the Shareholders representations, warranties or covenants contained in Sections 3.4, 3.6, 3.7, 3.9, 3.10, 3.11, 3.12(b-d) or 3.19, Damages resulting from willful or intentional misrepresentations and the Shareholders' obligation to discharge all liabilities not assumed by Parent or Surviving Corporation.

Limitations on Amount. Neither party hereto will have any liability (for indemnification or otherwisea) Notwithstanding the provisions of this Article 9, the Indemnitor shall not be required to indemnify the Indemnitee with respect to the Claims (other than Claims relating to tax matters described in Section 9.1 (as to the Shareholders) or 9.2 (as to Parent and Surviving Corporation) environmental matters and all costs of defense for any such Claim), until the total aggregate amount of all Damages of the Indemnified Party with respect to such matters exceeds Claims shall exceed $75,000 in the aggregate 20,000 (the "Basket"), and then the Indemnifying Party shall be responsible to the Indemnified Party for all Damages based thereon from the first dollar of Damages without regard to the Basket; provided, however, the Basket (as it applies to the Shareholders as the Indemnifying Party) shall not apply to any claim for indemnification arising out of a breach of any representations, warranties or covenants contained in Sections 3.3, 3.4, 3.6, 3.9, 3.12(b-d) or 3.19, and the Shareholders' obligation to discharge all liabilities not assumed by Parent or Surviving Corporation. The maximum liability, that will payable by either party hereto to the other party, respectively, with respect to the matters described in Section 9.1 or 9.2, respectively, will be limited to Two Million Dollars ($2,000,000) in the aggregate (the "CapIndemnitor's Floor"); provided, however, if such Claims in the aggregate exceed the amount of the Indemnitor's Floor, the Indemnitor shall indemnify Indemnitee for all Claims irrespective of the Indemnitor's Floor. The Indemnitor's Floor shall not be applicable for Claims as they relate to tax matters and environmental matters and all costs of defense for any such Claims. (b) Notwithstanding the provisions of this Cap will not apply Article 9, the Buyer's liability with respect to a claim matters set forth in subsection 9.1(b) above for indemnification damages shall be limited to the sum of One Million Dollars ($1,000,000). The Shareholder's liability with respect to matters set forth in subsection 9.1(a) shall also be limited to One Million Dollars ($1,000,000), except for damages arising out of a breach of the representations and warranties at Sections 3.1 to 3.6 inclusive, Sections 3.12 and 3.32, and any and all fraudulent actions and statements or intentional misrepresentations, in which case the maximum liability of the Company's or Shareholder shall be limited to the Shareholders representations, warranties or covenants contained in Sections 3.4, 3.6, 3.7, 3.9, 3.10, 3.11, 3.12(b-d) or 3.19, Damages resulting from willful or intentional misrepresentations and the Shareholders' obligation to discharge all liabilities not assumed by Parent or Surviving CorporationPurchase Price.

Limitations on Amount. Neither party hereto will have any liability (for indemnification or otherwise) with respect to the matters described in Section 9.1 (as to the Shareholders) or 9.2 (as to Parent and Surviving Corporation) until the total of all Damages of the Indemnified Party with respect to such matters exceeds $75,000 in the aggregate (the "Basket"), and then the Indemnifying Party shall be responsible to the Indemnified Party for all Damages based thereon from the first dollar of Damages without regard to the Basket; provided, however, the Basket (as it applies to the Shareholders as the Indemnifying Party) shall not apply to any claim for indemnification arising out of a breach of any representations, warranties or covenants contained in Sections 3.3, 3.4, 3.6, 3.9, 3.12(b-d) or 3.19, and the Shareholders' obligation to discharge all liabilities not assumed by Parent or Surviving Corporation. The maximum liability, that will payable by either party hereto to the other party, respectively, with respect to the matters described in Section 9.1 or 9.2, respectively, will be limited to Two Million Dollars ($2,000,000) in the aggregate (the "Cap"); provided, however, this Cap will not apply to a claim for indemnification arising out of a breach of any of the Company's or the Shareholders representations, warranties or covenants contained in Sections 3.4, 3.6, 3.7, 3.9, 3.10, 3.11, 3.12(b-d) or 3.19, Damages resulting from willful or intentional misrepresentations and the Shareholders' obligation to discharge all liabilities not assumed by Parent or Surviving Corporation.willful