Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. (a) The Sellers Indemnification Obligations shall be subject to the following limitations: (i) no Sellers Indemnification Obligations is triggered and no indemnity shall be payable hereunder if the amount due in respect of each event (or series of event having the same nature) giving rise to a liability does not exceed, as de minimis threshold, Euro 100,000.00 (one hundred thousand/00) for each single event; (ii) the Sellers Indemnification Obligations shall be effective only when the cumulative amount of Losses actually indemnifiable by the Sellers pursuant to this Agreement (and therefore Losses exceeding the de minimis threshold referred to in Paragraph 11.5(a)(i)) in the aggregate exceeds Euro 800,000.00 (eight hundred thousand/00), provided that, if said threshold is exceeded, the Sellers shall be liable to pay only the amount exceeding such threshold; and (iii) in no event shall the cumulative amount payable by a Seller by way of indemnification pursuant to this Section 11 exceed an amount equal to 10% (ten percent) of the portion of the Final Price that such Seller is entitled to receive pursuant to this Agreement. (b) The limitations set forth under Section 11.5(a) shall not apply to the Sellers Indemnification Obligations deriving from a breach of the Sellers Warranties made under Sections 9.2 (Organization, Standing and Capacity), 9.3 (Title) and 9.5 (Corporate Capital), in which case the Sellers Indemnification Obligations shall be determined on a Euro per Euro basis, but in no event it shall exceed for each Seller an amount corresponding to Relevant Percentage of the Final Price.

Monetary Limitations. (a) The Sellers Indemnification Obligations Notwithstanding anything to the contrary set forth in this Agreement, Purchaser’s right to indemnification for all Claims under this Agreement shall be subject limited to the following limitations: Escrow Payment, i.e. EUR nineteen million (i19,000,000), which constitutes Sellers’ maximum aggregate liability under this Agreement on any ground, except for any Claims due to breach by Sellers of the Warranties set forth in Section 7.1 (Ownership of Shares and Authority of Sellers), Section 7.2 (Existence), Section 7.9 (Taxes), Section 7.10 (Intellectual Property Rights), Section 7.12 (Environmental Matters) no Sellers Indemnification Obligations is triggered and no indemnity 7.20 (b) (Anti-Bribery Laws) or for any Claims due to fraud or wilful misconduct by Sellers. Sellers’ and, after twelve (12) months after the Closing Date, the Warrantors’ maximum liability for Warranties set forth in Section 7.9 (Taxes), Section 7.10 (Intellectual Property Rights), Section 7.12 (Environmental Matters) and 7.20 (b) (Anti-Bribery Laws) pursuant to Section 9.3 shall be payable hereunder limited to fifty percent of the Purchase Price (including the Escrow Payment). For the sake of clarity, it is expressly understood and agreed that the Directors shall not have any obligation to supplement the Escrow Payment, if e.g. the amount market price of the Purchaser Common Stock being held on Escrow Account decreases, but such risk shall be assumed by Purchaser. Further, should the entire Escrow Payment made by the Directors not be sufficient, as a result of decreased value of the Purchaser Common Stock, to cover the Directors’ full pro rata portion of any Claims under this Agreement, Purchaser shall not be entitled to claim any such shortfall from the other Sellers who have made their Escrow Payment in cash. No reduction of the Purchase Price shall be made due in respect of each event (or series of event having the same nature) giving rise to a liability does not exceedbreach of this Agreement, as de minimis threshold, Euro 100,000.00 (one hundred thousand/00) for each single event; (ii) unless the Sellers Indemnification Obligations shall be effective only when the cumulative total amount of Losses actually indemnifiable by the Sellers pursuant Claims, which Purchaser may make in this respect under this Agreement, amounts to this Agreement or exceeds EUR five hundred thousand (and therefore Losses exceeding the de minimis threshold referred 500,000). If such Claims amount to in Paragraph 11.5(a)(i)EUR five hundred thousand (500,000) in the aggregate exceeds Euro 800,000.00 (eight hundred thousand/00), provided that, if said threshold is exceededaggregate, the Sellers reduction shall be liable to pay only made for the amount exceeding such threshold; and . No individual Claim, or series of Claims arising from substantially identical facts or circumstances, which is less than EUR fifty thousand (iii50,000) in no event shall be taken into account when calculating the cumulative aggregate amount payable by a Seller by way of indemnification pursuant to this Section 11 exceed an amount equal to 10% (ten percent) of the portion of the Final Price that such Seller is entitled to receive pursuant to this Agreement. (b) Claims. The aforesaid monetary limitations set forth under Section 11.5(a) shall not apply to the any Claims due to breach by Sellers Indemnification Obligations deriving from a breach of the Sellers Warranties made under Sections 9.2 set forth in Section 7.1 (Organization, Standing Ownership of Shares and Capacity), 9.3 (TitleAuthority of Sellers) and 9.5 Section 7.2 (Corporate Capital), in which case the Sellers Indemnification Obligations shall be determined on a Euro per Euro basis, but in no event it shall exceed Existence) or for each Seller an amount corresponding Claims due to Relevant Percentage of the Final Pricefraud or wilful misconduct by Sellers.

Monetary Limitations. (a) The Sellers Indemnification Obligations shall be subject to the following limitations: (i) no Sellers Indemnification Obligations is triggered and no indemnity shall be payable hereunder if the amount due in respect of each event (or series of event having the same nature) giving rise to a liability does not exceed, as de minimis threshold, Euro 100,000.00 (one hundred thousand/00) for each single event; (ii) the Sellers Indemnification Obligations shall be effective only when the cumulative amount of Losses actually indemnifiable by the Sellers pursuant to this Agreement (and therefore Losses exceeding the de minimis threshold referred to in Paragraph 11.5(a)(i)) in the aggregate exceeds Euro 800,000.00 (eight hundred thousand/00), provided that, if said threshold is exceeded, the Sellers shall be liable to pay only the amount exceeding such threshold; and (iii) in no event shall the cumulative amount payable by a Seller by way of indemnification pursuant to this Section 11 exceed an amount equal to 10% (ten percent) of the portion of the Final Price that such Seller is entitled in relation to receive pursuant to this Agreement. (b) The limitations set forth under Section 11.5(a) shall not apply to the Sellers Indemnification Obligations deriving from a breach of the Sellers Seller’s Representations and Warranties made under Sections 9.2 (Organizationand the Specific Indemities shall be limited as follows: 12.3.1 the Seller shall not be liable in respect of any Warranty Claim or any Specific Indemnity Claim unless the amount of the damages to which the Buyer would, Standing and Capacity)but for this subparagraph, 9.3 (Title) and 9.5 (Corporate Capital)be entitled as a result of that Warranty Claim or any Specific Indemnity Claim exceeds EUR 100,000, in which case the Sellers Indemnification Obligations Buyer shall be determined on a Euro per Euro basisentitled to claim the full amount of the Loss; 12.3.2 the Seller shall not be liable in respect of any Warranty Claims or any Specific Indemnity Claims, but in no event it shall exceed for each Seller unless the aggregate of all Warranty Claims and Specific Indemnity Claims (other than the claims disregarded as contemplated by Clause 12.3.1 above) exceeds an amount corresponding equal to Relevant Percentage EUR 1,000,000, in which case the Buyer shall be entitled to claim the full amount of the Loss; and 12.3.3 except for warranties set out in Clause 3 (Shares and Undertakings) of Schedule 3 for which the limit shall be the aggregate of the Final PricePurchase Price and the EPC Payoff Debt, the maximum aggregate liability of the Seller arising out of or in connection with this Agreement shall not exceed 40% of the aggregate of the Final Purchase Price and the EPC Payoff Debt. All claims that originate from the same facts or having the same causes shall be deemed as one Warranty Claim and one Specific Indemnity Claim for the purpose of this Agreement.