Common use of Monetary Limitations Clause in Contracts

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. Buyer will have no obligation to indemnify the Seller Indemnified Persons pursuant to Section 7.02(a)(ii10.02(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 the Basket Amount, in which point Buyer will indemnify case the Seller Indemnified Persons shall be entitled to indemnification for all such Losses in excess of such amount)from the first dollar, and Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 7.02(a)(ii10.02(a)(ii) will not exceed $10 millionan amount equal to twenty percent (20%) of the Adjusted Purchase Price; provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 7.02(a)(ii10.02(a)(ii) in respect of breaches of, or inaccuracies in, any the representations and warranties set forth in Section 5.01 (Organization), Section 5.02 (Power and Authorization), Section 5.04(b) (Breach of Organizational Documents) and Section 5.05 (No Brokers) (or as such representations and warranties are repeated or confirmed in the certificate delivered at Closing pursuant to Section 8.03) (collectively, the “Buyer Fundamental Representation or (b) claims for indemnification based upon fraudRepresentations” and, intentional misrepresentation or intentional breach of a representation or warranty in ARTICLE V. together with the Seller Fundamental Representations, the “Fundamental Representations”). Claims for indemnification pursuant to any other provision of Section 7.02(a10.02(a) are not subject to the limitations set forth in this Section 7.02(b10.02(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. The Buyer will have no obligation to indemnify the Seller Indemnified Persons pursuant to Section 7.02(a)(ii10.2.1(a) in respect of Losses arising from the breach of, or inaccuracy in, any representation, representation or 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 the Threshold Amount, in which point case the Buyer will indemnify the Seller Indemnified Persons only for all the amount by which such Losses in excess of such amount)exceed the Threshold Amount, and the Buyer’s 's aggregate liability in respect of claims for indemnification pursuant to Section 7.02(a)(ii10.2.1(a) will not exceed twenty-four million dollars ($10 million24,000,000); provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 7.02(a)(ii10.2.1(a) in respect of breaches of, or inaccuracies in, any Buyer Fundamental Representation representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(d) (Breach of Organizational Documents) or 5.7 (No Brokers) or (b) claims for indemnification based upon fraud, intentional misrepresentation fraud or intentional breach of a representation or warranty in ARTICLE V. misrepresentation. Claims for indemnification pursuant to any other provision of Section 7.02(a) 10.2.1 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 Cap10.2.2.

Monetary Limitations. Buyer will have no obligation to indemnify the Seller Indemnified Persons pursuant to Section 7.02(a)(ii10.02(a)(i) 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 1,000,000 (at which point Buyer will indemnify the Seller Indemnified Persons for all such Losses in excess of without respect to such amountthreshold), and Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 7.02(a)(ii10.02(a)(i) will not exceed $10 million8,000,000; 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 the representations and warranties set forth in Sections 5.01 (Organization) and 5.06 (No Brokers) (or as such representations and warranties are repeated or confirmed in the certificate delivered at Closing pursuant to Section 8.03) 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(a10.02(a) are not subject to the limitations set forth in this Section 7.02(b10.02(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. Buyer Purchaser will have no obligation to indemnify the Seller Indemnified Persons Indemnitees pursuant to Section 7.02(a)(ii8.02(a)(i) and Section 8.02(a)(iii) in respect of Losses arising from the breach of, or inaccuracy in, any representation, representation or warranty or statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by Seller Indemnitees exceeds on a cumulative basis the Seller Indemnified Persons exceeds $500,000 (Basket, at which point Buyer Purchaser will indemnify the Seller Indemnified Persons Indemnitees for all such Losses in excess of such amount)Losses, and BuyerPurchaser’s aggregate liability in respect of claims for indemnification pursuant to Section 7.02(a)(ii8.02(a)(i) and Section 8.02(a)(iii) will not exceed $10 millionthe Indemnity Cap; provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 7.02(a)(ii8.02.(a)(i) in respect of breaches of, or inaccuracies in, any Buyer Fundamental Representation representations and warranties set forth in Sections 4.01 (Organization), 4.02 (Authority), 4.03(a)(i) (Breach of Organizational Documents) or 4.06 (No Brokers) or (b) claims for indemnification based upon fraud, intentional misrepresentation fraud or intentional breach of a representation or warranty in ARTICLE V. misrepresentation. Claims for indemnification pursuant to any other provision of Section 7.02(a8.02(a) are not subject to the limitations set forth in this Section 7.02(b8.02(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. Buyer The Company will have no obligation to indemnify the Seller Investor Indemnified Persons pursuant to Section 7.02(a)(ii) 8.1.1 in respect of Losses arising from the breach of, or inaccuracy in, any representation, representation or warranty or statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Investor Indemnified Persons exceeds two million dollars ($500,000 2,000,000) (at which point Buyer the Company will indemnify the Seller Investor Indemnified Persons for all such Losses in excess of above such amount), and Buyer’s the Company's aggregate liability Liability in respect of claims for indemnification pursuant to Section 7.02(a)(ii) 8.1.1 will not exceed the lesser of (i) twenty-five million dollars ($10 million25,000,000) or (ii) the aggregate amount paid by the Investor for the Investor Shares, for any and all breaches of the representations, warranties or covenants by or of the Company in the Agreement; provided, however, that the foregoing limitations will not apply to (a) claims for indemnification for fraud or pursuant to Section 7.02(a)(ii) 8.1.1 in respect of clause (iii) of Section 8.1.1 or 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 representations and warranties set forth in this Section 7.02(b3.1 (Organization). Notwithstanding anything , Section 3.2 (Power and Authority), Section 3.3 (Noncontravention), Section 3.4 (Capitalization), Section 3.5 (Company Indebtedness), Section 3.17 (Litigation) with respect to the contrary DOJ investigation regarding fuel and security surcharges and Section 3.19 (Brokers), which awards for claims in this Agreement, in no event respect thereof shall not exceed the aggregate liability of Buyer and KCAP under this ARTICLE VII and ARTICLE VIII exceed amount paid by the Overall Indemnity CapInvestor for the Investor Shares.

Monetary Limitations. Buyer will have no obligation to indemnify the Seller Securityholder Indemnified Persons pursuant to Section 7.02(a)(ii10.2.1.(a) in respect of Losses arising from (i) with respect to any individual claim for which the breach ofLosses do not exceed $25,000 (provided that, or inaccuracy inif the total Losses with respect to all claims exceeds $100,000, any representation, warranty or statement described therein unless the full amount of such Losses shall be recoverable by the Securityholder Indemnified Persons without regard to the foregoing limitation) and (ii) until the aggregate amount of all such Losses incurred or suffered by the Seller Securityholder Indemnified Persons exceeds $500,000 (at the Deductible, in which point case Buyer will indemnify the Seller Indemnified Persons shall only be required to pay for all such Losses in excess of such amount), and Buyer’s aggregate liability in respect of claims for indemnification such Indemnity Claims pursuant to Section 7.02(a)(ii10.2.1.a) will not exceed $10 millionthe Cap; provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 7.02(a)(ii10.2.1.(a) in respect of breaches of, or inaccuracies in, any of Buyer Fundamental Representation Representations or (b) claims for indemnification based upon fraudFraud. For purposes of this Section 10.2, intentional misrepresentation the amount of any Losses relating to any inaccuracy in or intentional breach of a any representation or warranty in ARTICLE V. Claims for indemnification pursuant shall be determined without regard to any materiality, material adverse effect or other provision of Section 7.02(a) are not subject similar qualification contained in or otherwise applicable 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 Capsuch representation or warranty.

Monetary Limitations. The Buyer Parties will have no obligation to indemnify the Seller Indemnified Persons pursuant to Section 7.02(a)(ii9.02(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation, representation or 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 1,000,000 (at which point the Buyer Parties will indemnify the Seller Indemnified Persons for all such Losses Losses, including such initial $1,000,000) and the Buyer Parties’ aggregate liability in excess respect of such amountclaims for indemnification pursuant to Section 9.02(a)(i) will not exceed $8,500,000; provided, that the foregoing limitations will not apply to claims for indemnification pursuant to Section 9.02(a)(i) in respect of breaches of, or inaccuracies in, the representations and warranties set forth in Section 5.01 (Organization), Section 5.02 (Power and Authorization), Section 5.04(b)(iii) (Noncontravention) and Section 5.05 (No Brokers) (collectively the “Buyer Fundamental Representations”), and Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 7.02(a)(ii) the Buyer Fundamental Representations 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. 170,000,000. Claims for indemnification pursuant to any other provision of Section 7.02(a9.02(a) are not subject to the limitations set forth in this Section 7.02(b9.02(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. Buyer The Sellers will have no obligation to indemnify the Seller Buyer Indemnified Persons pursuant to Section 7.02(a)(ii8.1.1(a) in respect of Losses arising from the breach of, or inaccuracy in, any representation, representation or warranty or statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Buyer Indemnified Persons exceeds $500,000 (700,000, at which point Buyer the Sellers will indemnify the Seller Buyer Indemnified Persons only for all such Losses in excess of such amount), $700,000 and Buyer’s the Sellers’ aggregate liability in respect of claims for indemnification pursuant to Section 7.02(a)(ii8.1.1(a) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein will not exceed $10 million; 4,000,000, provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 7.02(a)(ii8.1.1(a) in respect of breaches of, or inaccuracies in, any Buyer Fundamental Representation representations and warranties set forth in 3.2.1 (Power and Authorization), 3.4(e) (Breach of Organizational Documents), 3.7.2 (Sufficiency of Assets), and 3.21 (No Brokers), or (b) claims for indemnification based upon fraud, intentional misrepresentation establishing fraud or intentional breach of a representation or warranty in ARTICLE V. misrepresentation. Claims for indemnification pursuant to any other provision of Section 7.02(a) 8.1.1 are not subject to the monetary limitations set forth in this Section 7.02(b)8.1.2. Notwithstanding anything to For the contrary avoidance of doubt, notwithstanding the limits set forth in this AgreementSection 8.1.2, in no event shall the aggregate liability outstanding principal amount of Buyer the Note shall initially be $6,300,000, subject to reduction as contemplated herein and KCAP under this ARTICLE VII and ARTICLE VIII exceed the Overall Indemnity Captherein.

Monetary Limitations. The Buyer will have no obligation to indemnify the Seller Indemnified Persons pursuant to Section 7.02(a)(ii8.2.1(a) in respect of Losses arising from the breach of, or inaccuracy in, any representation, representation or warranty or statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds $500,000 700,000 (at which point the Buyer will indemnify the Seller Sellers Indemnified Persons only for all such Losses in excess of such amount), $700,000) and the Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 7.02(a)(ii8.2.1(a) will not exceed $10 million; 4,000,000, provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 7.02(a)(ii8.2.1(a) in respect of breaches of, or inaccuracies in, any Buyer Fundamental Representation representations and warranties set forth in Sections 4.2 (Power and Authorization), 4.4(d) (Breach of Organizational Documents) or 4.5 (No Brokers) or (b) claims for indemnification based upon fraud, intentional misrepresentation establishing fraud or intentional breach of a representation or warranty in ARTICLE V. misrepresentation. Claims for indemnification pursuant to any other provision of Section 7.02(a) 8.2.1 are not subject to the limitations set forth in this Section 7.02(b)8.2.2. Notwithstanding anything to For the contrary avoidance of doubt, notwithstanding the limits set forth in this AgreementSection 8.2.2, in no event shall the aggregate liability outstanding principal amount of Buyer the Note shall initially be $6,300,000, subject to reduction as contemplated herein and KCAP under this ARTICLE VII and ARTICLE VIII exceed the Overall Indemnity Captherein.

Monetary Limitations. Buyer Parent will have no obligation to indemnify the Seller Securityholder Indemnified Persons pursuant to Section 7.02(a)(ii9.02(a)(i) 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 Securityholder Indemnified Persons exceeds $500,000 300,000 (at which point Buyer the Parent will indemnify the Seller Securityholder Indemnified Persons for all such Losses incurred or suffered pursuant to Section 9.2(a)(i) in excess of such amount$300,000), and Buyerthe Parent’s aggregate liability in respect of claims for indemnification pursuant to Section 7.02(a)(ii9.02(a)(i) will not exceed $10 millionan amount equal to the Escrow Amount; provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 7.02(a)(ii9.02(a)(i) in respect of breaches of, or inaccuracies in, any Buyer Fundamental Representation the representations and warranties set forth in Sections 5.01 (Organization), 5.02 (Power and Authorization), 5.04(b)(iii) (Noncontravention) and 5.05 (No Brokers) or (b) claims for indemnification based upon fraud, intentional misrepresentation fraud or intentional breach of a representation or warranty in ARTICLE V. misrepresentation. Claims for indemnification pursuant to any other provision of Section 7.02(a9.02(a) are not subject to the limitations set forth in this Section 7.02(b9.02(b). Notwithstanding anything In addition to the contrary limitations provided in this AgreementSection 9.02(b), in no event shall the Parent’s aggregate liability of Buyer and KCAP under this ARTICLE VII and ARTICLE VIII in respect to claims for indemnification pursuant to Section 9.02(a) shall not exceed the Overall Indemnity CapTotal Merger Consideration; provided that the foregoing limitation will not apply to claims based upon fraud or intentional misrepresentation.

Monetary Limitations. Buyer Parent will have no obligation to indemnify the Seller Equityholder Indemnified Persons pursuant to Section 7.02(a)(ii8.2(a)(i) 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 Equityholder Indemnified Persons exceeds $500,000 2,000,000 (at which point Buyer the Parent will indemnify the Seller Equityholder Indemnified Persons for all such Losses in excess of such amount), and Buyerthe Parent’s aggregate liability in respect of claims for indemnification pursuant to Section 7.02(a)(ii8.2(a)(i) will not exceed $10 millionthe Cap; provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 7.02(a)(ii8.2(a)(i) in respect of breaches of, or inaccuracies in, any Buyer the Parent Fundamental Representation Representations or (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional fraudulent breach of a such representation or warranty in ARTICLE V. warranty. Claims for indemnification pursuant to any other provision Section 8.2(a)(i) in respect of Section 7.02(a) are breaches of, or inaccuracies in, the Parent Fundamental Representations will 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 Capamounts paid or payable hereunder.

Monetary Limitations. Buyer Purchaser will have no obligation to indemnify the Seller Bayer Indemnified Persons pursuant to Section 7.02(a)(ii) in respect of to Losses arising from the breach of, or inaccuracy in, any representationrepresentation or warranty pursuant to Section 14.2.1(a) and the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 14.2.1(b) with respect to [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. claims brought after the Closing, warranty or statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Bayer Indemnified Persons exceeds $500,000 the Indemnity Basket (at which point Buyer Purchaser will indemnify the Seller Bayer Indemnified Persons for all such Losses in excess of such amountexceeding the Indemnity Basket). Further, and BuyerPurchaser’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 7.02(a)(ii14.2.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 14.2.1(b) will not exceed $10 millionthe Maximum Indemnity Cap; 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. Buyer The Sellers will have no obligation to indemnify the Seller Buyer Indemnified Persons pursuant to Section 7.02(a)(ii6.1.1(a) 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 $500,000 320,000 (at in which point Buyer will indemnify event the Seller Indemnified Persons Sellers shall only be required to pay or be liable for all such Losses in excess of such amount) (the “Indemnity Deductible”), 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 Indemnity Deductible will not apply to (a) claims for indemnification pursuant to Section 7.02(a)(ii6.1.1(a) in respect of breaches of, or inaccuracies in the Seller Fundamental Representations or (b) claims based upon Fraud or willful misconduct. The Sellers’ aggregate liability in respect of claims for indemnification arising from Section 6.1.1(a) will not exceed the Escrow Amount (the “Basic Cap”), provided, however, that the Basic Cap will not apply to (1) claims for indemnification pursuant to Section 6.1.1(a) in respect of breaches of, or inaccuracies in, any Buyer the Seller Fundamental Representation Representations or (b2) claims based upon Fraud or willful misconduct. The Sellers’ aggregate liability in respect of claims for indemnification based upon fraudarising from the breach of, intentional misrepresentation or intentional breach of a representation or warranty in ARTICLE V. inaccuracy in, the Seller Fundamental Representations pursuant to Section 6.1.1(a) will not exceed the Purchase Price. Claims for indemnification pursuant to any other provision of Section 7.02(a) 6.1.1 are not subject to the monetary 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 Cap6.1.2.