Monetary Limitations Sample Clauses
The Monetary Limitations clause sets a cap on the amount of financial liability one party may incur under a contract. Typically, this clause specifies a maximum dollar amount or formula for calculating the limit, and may apply to damages, indemnification, or other financial obligations arising from the agreement. By establishing a clear upper boundary for potential losses, the clause provides predictability and risk management for both parties, ensuring that exposure to financial claims is controlled and not open-ended.
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Monetary Limitations. (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with respect to Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess of the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap.
(b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller.
(c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Secti...
Monetary Limitations. (a) Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] will not exceed [*] of the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”); provided, however, that Buyer may not recover more than [*] of amounts actually paid to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback Amount pursuant to Section 6.9 (Buyer’s Right of Setoff) with respect to the remaining portion of the [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*], or (b) pursuant to Section 6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] of the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”); provided, however, that Buyer may not recover more than [*] of amounts actually paid to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback Amount pursuant to Section 6.9 (Buyer’s Right of Setoff) with respect to the remaining portion of the [*]. In addition, Buyer shall not be entitled to recovery for any Losses arising pursuant to Section 6.2(a) until the aggregate value of all such Losses equals at least [*], in which case Buyer shall be entitled to recover the full amount of such Losses. Notwithstanding the foregoing, claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in the following Sections of this Agreement : 3.1 (Organization and Qualification), 3.2 (Authority to Perform the Agreement), and 3.3 (Tax Matters), are not subject to the monetary limitations set forth in this Section 6.3, nor are claims for indemnification pursuant to Sections 6.2(b) (except as expressly provided otherwise above in this Section 6.3), 6.2(c), 6.2(d), 6.2(e) or 6.2(f).
Monetary Limitations. 10.3.1. Except as otherwise provided in this Section 10.3 and in Section 7.7, (i) no Seller shall have any obligation to indemnify any Buyer Indemnitee pursuant to Sections 10.2.2, 10.2.3, 10.2.4 or 10.2.5 unless and until, and only to the extent that, the aggregate of all such individual Losses incurred or sustained by all Buyer Indemnitees with respect to which Buyer Indemnitees are entitled to indemnification under Sections 10.2.2, 10.2.3, 10.2.4 and 10.2.5 exceeds $1,250,000 (the "Threshold Amount"), in which case the Sellers shall only be liable for the amount by which all such Losses exceed the Threshold Amount, (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnitees for Losses under Sections 10.2.2, 10.2.3, 10.2.4 and 10.2.5 shall in no event exceed $20,000,000 (the "Maximum Aggregate Loss"), (iii) each Seller's aggregate indemnification obligation under Sections 10.2.2, 10.2.3, 10.2.4 and 10.2.5 shall be limited to such Seller's Seller's Percentage of the Maximum Aggregate Loss; and (iv) each Seller's aggregate obligation under this Section 10 shall in no event exceed the portion of the Equity Purchase Price received by such Seller.
10.3.2. Except as provided in Section 7.7, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnitee pursuant to Section 10.1.2 unless and until, and only to the extent that, the aggregate of all individual Losses incurred or sustained by all Seller Indemnitees with respect to which Seller Indemnitees are entitled to indemnification under Section 10.1.2 exceeds the Threshold Amount, in which case the Buyer shall only be liable for the amount by which all such Losses exceed the Threshold Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnitees for Losses under Section 10.1.2 shall in no event exceed the Maximum Aggregate Loss.
10.3.3. For purposes of determining whether any breach of a representation or warranty or any breach of a covenant has occurred with respect to a claim for indemnification or for the purposes of measuring Losses, such representations, warranties and covenants shall be deemed to have been made without any materiality, Material Adverse Effect or similar qualifications and without any dollar thresholds.
10.3.4. Notwithstanding any other provision of this Agreement, the provisions of Sections 10.3.1 and 10.4 shall not apply to any Losses suffered by the Buyer or any Buyer Indemnitee arising out of any Wage and Hour Dispute for ...
Monetary Limitations. Buyer will have no obligation to indemnify the Seller Indemnified Persons pursuant to Section 7.02(a)(ii) in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds $500,000 (at which point Buyer will indemnify the Seller Indemnified Persons for all such Losses in excess of such amount), and Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 7.02(a)(ii) will not exceed $10 million; provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 7.02(a)(ii) in respect of breaches of, or inaccuracies in, any Buyer Fundamental Representation or (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of a representation or warranty in ARTICLE V. Claims for indemnification pursuant to any other provision of Section 7.02(a) are not subject to the limitations set forth in this Section 7.02(b). Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate liability of Buyer and KCAP under this ARTICLE VII and ARTICLE VIII exceed the Overall Indemnity Cap.
Monetary Limitations. (i) Seller Parties will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.1(a)(i) of this Agreement (except with respect to the Seller Fundamental Representations and the representations and warranties set forth in Section 3.15 (Tax Matters)) unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds the Deductible (at which point, Seller Parties shall, jointly and severally, indemnify and hold harmless the Buyer Indemnified Persons for all such Losses to the extent in excess of such Deductible).
(ii) The aggregate Liability of Seller Parties in respect of claims for indemnification pursuant to Section 7.1(a)(i) of this Agreement (except with respect to the Seller Fundamental Representations and the representations and warranties set forth in Section 3.15 (Tax Matters)) is not to exceed the General Indemnification Cap.
(iii) For the avoidance of doubt, the limitations set forth in Section 7.1(b)(i), Section 7.1(b)(ii) and Section 7.3 of this Agreement are not to apply to claims for indemnification pursuant to Sections 7.1(a)(ii), (iii), (iv), (v), (vi) or (vii) of this Agreement.
Monetary Limitations. (a) Except with respect to Fraud, Sellers shall not have any obligation to indemnify Parent under Section 6.2(a)(i) until the aggregate amount of all Losses for which Sellers are obligated to indemnify Parent pursuant to Section 6.2(a)(i) exceeds $225,000 (the “Basket”), at which point Sellers shall indemnify Parent for all such Losses in excess of the Basket (subject to the Cap); provided, however, that Sellers’ aggregate liability to Parent (i) under Section 6.2(a)(i) shall not exceed the Indemnification Escrow Cash Amount and (ii) under Section 6.2(a)(ii), Section 6.2(a)(iii) and Section 6.2(a)(iv) shall not exceed the sum of (x) the Indemnification Escrow Cash Amount plus (y) the aggregate value of the Deferred Consideration and the Earnout Consideration (collectively, the “Cap”).
(b) Parent shall not have any obligation to indemnify Sellers under Section 6.2(b)(i) until the aggregate amount of all Losses for which Parent is obligated to indemnify Sellers pursuant to Section 6.2(b)(i) exceeds the Basket, at which point Parent shall indemnify Sellers for all such Losses in excess of the Basket (subject to the Cap) and Parent’s aggregate liability to Sellers under Section 6.2(b)(i) shall not exceed the Cap.
(c) NO PARTY HERETO SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY INCIDENTAL DAMAGES, LOST PROFITS, PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES UNLESS CLAIMED BY A THIRD-PARTY AND SUBJECT TO AN INDEMNIFICATION OBLIGATION IN SUCH REGARD.
(d) Except with respect to Taxes, each of the Parties agrees to take commercially reasonable steps to mitigate, subject to compliance with applicable Laws, any Losses and related expenses for which such Party seeks indemnification under this Agreement.
Monetary Limitations. Sellers will have no obligation to indemnify Purchaser Indemnified Persons pursuant to Sections 7.2 or 7.4 in respect of Damages arising from the breach of, or inaccuracy in, any representation, warranty or statement described therein unless and until the aggregate amount of all such Damages incurred or suffered by the Purchaser Indemnified Persons exceeds two hundred fifty thousand dollars and no cents ($250,000.00) (at which point Sellers will indemnify Purchaser Indemnified Persons for all such Damages in excess of such amount), and Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 7.2 or 7.4 and will not exceed the aggregate outstanding amount payable on the Notes together with any earn-out amounts earned but not yet payable pursuant to the Earn-Out Agreement, provided, that the foregoing limitations will not apply to claims for indemnification pursuant to Sections 7.2(a)(v), 7.2(a)(vii) and 7.2(a)(ix) or Section 7.2(a)(i) in respect of breaches of, or inaccuracies in, the representations and warranties set forth in Sections 3.1 (Organization), 3.3 (Power and Authority), 3.11 (Tax Matters), or, with respect to claims related to real property owned by any Seller and occupied by the Acquired Companies prior to Closing, 3.19 (Environmental Matters).
Monetary Limitations. MCO and CAV will have no obligation to indemnify any OBMP Indemnified Person pursuant to Clauses 4.1(a)(i) and 4.1(a)(iii) hereof, unless and until the aggregate amount of all such Losses incurred or suffered by the OBMP Indemnified Persons exceeds $50,000.00 (fifty thousand Dollars 00/100) (at which point MCO and CAV will indemnify the OBMP Indemnified Persons for all such Losses in excess of $50,000.00), and the aggregate liability of MCO and CAV in respect of claims for indemnification pursuant to Clauses 4.1(a)(i) through 4.1(a)(vi) will not exceed the total value of the OBMP Shares as of the date hereof; provided, that the foregoing limitations will not apply to claims based upon gross negligence, fraud or intentional misrepresentation.
Monetary Limitations. 10.11.1 No Losses may be recovered from Infra H2O GP and Infra H2O LP pursuant to Section 10.1.1(a) unless and until the accumulated aggregate amount of Losses suffered by the Vendor Indemnified Parties arising pursuant to Section 10.1.1(a) exceeds 0.5% of the Base Price paid by Infra H2O LP, in which event the accumulated aggregate amount of all such Losses may be recovered, subject to a maximum amount of 30% of the Base Price paid by Infra H2O LP. The indemnification de minimis and limitation set forth in this Section 10.11.1 shall have no application to any claim to recover Losses based on any breach or inaccuracy of (i) any representation or warranty of Infra H2O GP and Infra H2O LP in Sections 6.3.2(a), 6.3.2(b), 6.3.2(c), 6.3.2(e) and 6.3.2(f), or (ii) any representation or warranty of Infra H2O GP and Infra H2O LP in this Agreement resulting from fraud or intentional misrepresentation by Infra H2O GP or Infra H2O LP, nor shall the indemnification de minimis and limitation be construed to apply to any of the indemnities in Section 10.1.1(b) or 10.1.3;
10.11.2 No Losses may be recovered from BluEarth pursuant to Section 10.1.2(a) unless and until the accumulated aggregate amount of Losses suffered by the Vendor Indemnified Parties arising pursuant to Section 10.1.2(a) exceeds 0.5% of the Base Price paid by BluEarth, in which event the accumulated aggregate amount of all such Losses may be recovered, subject to a maximum amount of 30% of the Base Price paid by BluEarth. The indemnification de minimis and limitation set forth in this Section 10.11.2 shall have no application to any claim to recover Losses based on any breach or inaccuracy of (i) any representation or warranty of BluEarth in Sections 6.3.3(a), 6.3.3(b), 6.3.3(c), 6.3.3(e) and 6.3.3(f), or (ii) any representation or warranty of BluEarth in this Agreement resulting from fraud or intentional misrepresentation by BluEarth, nor shall the indemnification de minimis and limitation be construed to apply to any of the indemnities in Section 10.1.2(b) or 10.1.3;
10.11.3 No Losses may be recovered from ABC pursuant to Section 10.2.1 unless and until the accumulated aggregate amount of Losses suffered by the Purchaser Indemnified Parties arising pursuant to Section 10.2.1 exceeds 0.5% of 75% of the Base Price, as adjusted pursuant to Section 10.12 (the “ABC Basket”), in which event the accumulated aggregate amount of all such Losses may be recovered, subject to a maximum amount of 30% of 75% of the ...
Monetary Limitations. (a) Each Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.1.1(a) in respect of Losses arising from a breach of, or inaccuracy in, any representation or warranty unless the aggregate amount of all such Losses plus the aggregate amount of all Buyer APA R&W Losses (collectively, “Standard Buyer R&W Losses”) exceeds USD $50,000 (the “Deductible Amount”) (it being understood and agreed that if Standard Buyer R&W Losses exceed the Deductible Amount, then the Buyer Indemnified Persons will be indemnified for all Standard Buyer R&W Losses in excess of the Deductible Amount as set forth herein) (the “Indemnity Basket”); provided, however, that the Indemnity Basket will not apply to (i) claims for indemnification pursuant to Section 7.1.1(a) in respect of breaches of, or inaccuracies in, the representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Power and Authorization), 3.4(f) (Breach of Organizational Documents), 3.8 (Absence of Undisclosed Liabilities), 3.11.1 (Title to Assets), 3.15 (Tax Matters), 3.16 (Employee Benefit Plans), 3.21.3 (Employees), 3.27 (No Brokers), 4.1 (Title to Shares), 4.2 (Absence of Assets), 4.3 (Absence of Liabilities), or 4.4 (No Outstanding Obligations) of this Agreement (collectively, “Seller Fundamental Representations”) or (ii) claims based upon intentional or criminal conduct or fraud. Claims for indemnification pursuant to Section 7.1.1(a) (other than claims for indemnification in respect of breaches of, or inaccuracies in, Seller Fundamental Representations or claims based upon intentional or criminal conduct or fraud) will not exceed USD $2,050,000, with USD $50,000 payable by the Sellers directly in the manner required pursuant to Section 7.7.1 and the balance payable exclusively from the R&W Insurance Policy. Claims for indemnification pursuant to Section 7.1.1(a) in respect of breaches of, or inaccuracies in, Fundamental Representations or claims based upon intentional, criminal conduct or fraud and claims for indemnification pursuant to any provision of Sections 7.1.1(b), 7.1.1(c) and 7.1.1(d) are not subject to the monetary limitations set forth in this Section 7.1.2.