Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. (i) No claim may be made against Seller for indemnification pursuant to Sections 10.02(a)(i) unless and until the aggregate of all claims for indemnification by Buyer pursuant to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount"), in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (ii) Buyer shall have no liability for its indemnification obligations under Section 10.03(a)(i) until the aggregate amount of all Liabilities incurred by the Seller equals or exceeds the Threshold Amount, in which event Buyer shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Assumed Liabilities, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (iii) For the purposes of this Section 10.04(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50% of the Non-Inventory Purchase Price; and (iv) Notwithstanding the foregoing, the limitations set forth in this Section 10.04(b) shall not apply to (A) any breaches of Sections 4.02, 4.06, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.01.

Monetary Limitations. Notwithstanding anything to the contrary in this Agreement, the Local Asset Sale Agreements and the License Agreement with respect to the Designated Sellers’ representations and warranties contained in this Agreement or any such agreements, the following limitations shall apply to the liability of the Seller and the other Designated Sellers pursuant to Article 9.1.1 (a) arising from the breach by the Seller or any of the other Designated Sellers of any representation or warranty made by the Seller or any of the other Designated Sellers in this Agreement, the License Agreement or any Local Asset Sale Agreement, other than those representations made under Sections 4.1 (Organization and Corporate Power), 4.2 (Authorization; Binding Effect; No Breach), Clause 0 of Exhibit 4.3 (Transfer of the Shares), Clause 1 of Exhibit 4.3 (Title to Tangible Assets) and Clause 17 of Exhibit 4.3 (Sales of the Seller): (i) No claim may be made against The Seller for indemnification pursuant to Sections 10.02(a)(i) unless and until the aggregate of all claims for indemnification by Buyer pursuant to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount"), in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount other Designated Sellers shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (ii) Buyer shall have no any liability for its indemnification obligations under Section 10.03(a)(i) until the aggregate amount of all Liabilities incurred by Losses indemnifiable hereunder exceeds one million US dollars (USD 1,000,000), following which the Seller equals or exceeds the Threshold Amount, in which event Buyer shall be liable from the first US dollar; for all Liabilities the purpose of computing such one million amount, any Loss sustained in a currency other than the US Dollar shall be converted into US Dollars on the basis of the exchange rate prevailing as of the date such Loss has been sustained as computed of the basis of such exchange rate as published in The Wall Street Journal as of such date; (ii) The maximum liability of the Seller and the other Designated Sellers shall not exceed one hundred and sixty million United States dollars (US$160,000,000), except in relation to Losses resulting from dollar one; it being understood and agreed that a fraudulent conduct in which case the foregoing Threshold Amount cap shall not apply to claims and the Liability of the Seller and the Designated Sellers resulting from such fraudulent conduct shall not be taken into account for indemnification relating to Assumed Liabilities, in each case for which Seller shall be responsible from dollar one, the purpose of calculating whether or not the Threshold Amount cap has been reached;; and (iii) For The Seller and the purposes other Designated Sellers shall have no liability in connection with any particular event, fact or development unless and until the Loss indemnifiable hereunder and arising from such particular event, fact or development exceeds twenty thousand US dollars (USD 20,000) or the equivalent of this Section 10.04(b), amount in computing such individual or aggregate amounts of claims, any other currency as computed on the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50% basis of the Non-Inventory Purchase Price; and (iv) Notwithstanding exchange rate prevailing as of the foregoing, date the limitations set forth relevant Loss has been sustained as computed of the basis of such exchange rate as published in this Section 10.04(b) shall not apply to (A) any breaches The Wall Street Journal as of Sections 4.02, 4.06, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.01such date.

Monetary Limitations. Buyer will have no obligation to indemnify Seller Indemnified Persons pursuant to Section 8.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless (i) No with respect to any claim may be made against Seller for indemnification pursuant to Sections 10.02(a)(i(or series of related claims) unless and until such claim (or series of related claims) involves Losses in excess of the aggregate of all claims for indemnification by Buyer pursuant to Section 10.02(a)(i) shall exceed $100,000 Threshold (the "Threshold Amount"), in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that if Losses under a claim equal or exceed the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded ObligationsThreshold, in each case for which the Seller Indemnified Parties shall be responsible from dollar one, whether or not indemnified for such Losses including the Threshold Amount has been reached; initial $5,000) and (ii) Buyer shall have no liability for its indemnification obligations under Section 10.03(a)(i) until the aggregate amount of all Liabilities such Losses incurred or suffered by the Seller equals or Indemnified Persons exceeds the Threshold Amount, in Deductible (at which event point Buyer shall be liable will indemnify Seller Indemnified Persons for all Liabilities from dollar one; such Losses in excess of, but not including, the Deductible) (it being understood and agreed that any claims not meeting the Threshold shall not be counted toward the Deductible). Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 8.2(a)(i) will not exceed the Cap; provided, however, that the foregoing Threshold Amount shall limitations will not apply to (a) claims for indemnification relating pursuant to Assumed LiabilitiesSection 8.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (iii) For the purposes of this Section 10.04(b4.1(Due Organization), in computing such individual Section 4.2 (Authorization and Validity of Agreement), or aggregate amounts of claims, the amount of each claim shall take into account any insurance proceeds Section 4.9 (Finders; Brokers) or other monetary compensation recovered (b) claims based upon fraud or recoverable by the indemnified partyintentional misrepresentation. In no event shall any party be liable Claims for indemnification hereunder in an amount exceeding 50% pursuant to any other provision of the Non-Inventory Purchase Price; and (ivSection 8.2(a) Notwithstanding the foregoing, are not subject to the limitations set forth in this Section 10.04(b8.2(b); provided, however, that in no event will Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 8.2(b) shall not apply to (A) any breaches exceed the amount of Sections 4.02, 4.06, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.01Purchase Price.

Monetary Limitations. (a) The Sellers Indemnification Obligations shall be subject to the following limitations: (i) No claim may be made against Seller for indemnification pursuant to Sections 10.02(a)(i) unless no Sellers Indemnification Obligations is triggered and until the aggregate of all claims for indemnification by Buyer pursuant to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount"), in which event Seller no indemnity shall be liable 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 all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reachedsingle event; (ii) Buyer the Sellers Indemnification Obligations shall have no liability for its indemnification obligations under Section 10.03(a)(ibe 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)) until in the aggregate amount of all Liabilities incurred by exceeds Euro 800,000.00 (eight hundred thousand/00), provided that, if said threshold is exceeded, the Seller equals or exceeds the Threshold Amount, in which event Buyer Sellers shall be liable for all Liabilities from dollar oneto pay only the amount exceeding such threshold; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Assumed Liabilities, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached;and (iii) For the purposes of this Section 10.04(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for the cumulative amount payable by a Seller by way of indemnification hereunder in pursuant to this Section 11 exceed an amount exceeding 50equal to 10% (ten percent) of the Non-Inventory Purchase Price; andportion of the Final Price that such Seller is entitled to receive pursuant to this Agreement. (ivb) Notwithstanding the foregoing, the The limitations set forth in this under Section 10.04(b11.5(a) shall not apply to the Sellers Indemnification Obligations deriving from a breach of the Sellers Warranties made under Sections 9.2 (AOrganization, Standing and Capacity), 9.3 (Title) any breaches 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 Sections 4.02, 4.06, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.01Final Price.

Monetary Limitations. (i) No claim may be made against Seller for indemnification The Sellers will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Sections 10.02(a)(iSection 9.01(a)(i) and Section 9.01(a)(iii) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and until (A) the aggregate of all claims for indemnification by Buyer pursuant Losses incurred with respect to Section 10.02(a)(i) shall the matter giving rise to such breach or inaccuracy exceed $100,000 25,000, and then, in such case, subject to clause (B) below, the "Threshold Amount"entire amount of such Losses shall be recoverable (provided, that any Losses arising from any potential indemnification claims that arise out of the same or a series of related occurrences, events or circumstances will be aggregated and treated as an individual breach or inaccuracy for purposes of this clause (A)), in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (iiB) Buyer shall have no liability for its indemnification obligations under Section 10.03(a)(i) until the aggregate amount of all Liabilities such Losses incurred or suffered by the Seller equals or Buyer Indemnified Persons exceeds $1,000,000 (at which point the Threshold Amount, in which event Sellers will indemnify the Buyer shall be liable Indemnified Persons for all Liabilities from dollar onesuch Losses, including such initial $1,000,000); it being understood and agreed provided, that the foregoing Threshold Amount limitations shall not apply to (x) any breaches of, or inaccuracies in, any of the False Claims Representations or Specified Representations (referenced below) or Section 3.14 (Tax Matters), (y) any Losses arising from a ZPIC Audit or a RAC Audit, (other than amounts in the aggregate with respect to ZPIC Audits or RAC Audits which are reserved against on the face of the Unaudited Financials, or which are reserved against on the face of the Final Closing Balance Sheet to the extent such reserves are made in accordance with the Accounting Principles and based on facts or circumstances that arise after the date of this Agreement) to the extent such ZPIC Audit or RAC Audit relates to the operations of the Acquired Companies for the period prior to the Closing or (z) any Losses arising under Code Section 4980D or 4980H to the extent such Losses relate to the operations of the Acquired Companies for the period prior to the Closing. (ii) The Sellers’ aggregate liability for Losses in respect of claims for indemnification relating pursuant to Assumed LiabilitiesSection 9.01(a)(i) and Section 9.01(a)(iii) in respect of breaches of, or inaccuracies in, any of the representations and warranties set forth in: (A) Sections 3.17 (Contracts) and 3.22 (Healthcare Matters) (but only to the extent such representations in Sections 3.17 and 3.22 arise out of the Federal False Claims Act or the Federal False Claims Law) (collectively, the “False Claims Act Representations”), will not be subject to any limitation set forth in this Section 9.01(b); provided, however, that the maximum liability of each case Seller other than Capitol Partners I, Capitol Partners II, and Capitol Partners III for which Losses in respect of the foregoing shall be the Pro Rata Percentage of the Cash Merger Consideration received by such Seller (provided that Capitol Partners I, Capitol Partners II, and Capitol Partners III shall be responsible from dollar onefor such Losses that otherwise would have been borne by such Sellers but for the application of this proviso); (B) Section 3.01 (Organization), whether Section 3.02 (Power and Authorization), Section 3.04(b)(iii) (Noncontravention), Section 3.05 (Capitalization), Sections 3.17 (Contracts) and 3.22 (Healthcare Matters) (but only to the extent such representations in Sections 3.17 and 3.22 arise out of the Federal Anti-Kickback Statute, the Federal Civil Monetary Penalties Law or the ▇▇▇▇▇ Law), Section 3.15 (Employee Benefit Plans), Section 3.23 (No Brokers), Section 4.01 (Power and Authorization; Enforceability), Section 4.04 (Title), Section 4.05 (No Brokers) and Section 4.06 (Organization) (collectively, the “Specified Representations”), will not exceed an amount equal to $170,000,000; and (C) 3.17 (Contracts) and 3.22 (Healthcare Matters) (but only to the Threshold Amount has been reached;extent such representations in Sections 3.17 and 3.22 arise out of (i) third party payor requirements, including Government Program payor requirements, (ii) Healthcare Laws other than those Healthcare Laws referenced in Section 9.01(b)(ii)(A) and (B), or (iii) claims for or actual monies recouped by any third party payor, including Government Program payors, for services provided by any of the Acquired Companies prior to the Closing) (collectively, the “General Healthcare Representations”), will not exceed $8,500,000. (iii) For The Sellers’ aggregate liability for Losses in respect of claims for indemnification (A) in respect of any breaches of, or inaccuracies in, any of the purposes representations and warranties as set forth in Section 9.01(a)(i) and Section 9.01(a)(iii) other than those representations and warranties referenced in clauses (A) through (C) of this Section 10.04(b9.01(b)(ii) and (B) pursuant to Section 9.01(a)(viii), solely in computing such individual or aggregate amounts respect of claimsitems 3, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50% of the Non-Inventory Purchase Price; and4 and 5 on Schedule 9.01(a)(viii), will not exceed $4,250,000. (iv) Notwithstanding Claims for indemnification pursuant to any other provision of Section 9.01(a) are not subject to the foregoing, the monetary limitations set forth in this Section 10.04(b) shall not apply to (A) any breaches of Sections 4.02, 4.06, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.019.01(b).

Monetary Limitations. (a) Notwithstanding any other provision of this Agreement, except with respect to breaches of Fundamental Representations and in cases of fraud, where there shall be no limitations on the amount of any indemnification obligation, (i) No claim may be made against Seller the Selling Companies shall not have any obligation to indemnify any Purchaser Indemnified Party for indemnification a breach of representation or warranty pursuant to Sections 10.02(a)(iSection 10.1(c) unless and until until, and only to the extent that, the aggregate of all claims such individual Losses incurred or sustained by all Purchaser Indemnified Parties with respect to which the Purchaser Indemnified Parties are entitled to indemnification under Section 10.1(c) exceeds $50,000 (the “Threshold Amount”), whereupon the Selling Companies shall be liable (subject to the following clauses (ii) and (iii)) for all Losses in excess of the Threshold Amount, and (ii) the aggregate liability of the Selling Companies to indemnify the Purchaser Indemnified Parties for Losses under Section 10.1(c) shall in no event exceed the Escrow Amount (the “Cap Amount”). (b) Notwithstanding any other provision of this Agreement, except in cases of fraud, where there shall be no limitations on the amount of any indemnification by Buyer obligation, (i) the Purchasers shall not have any obligation to indemnify the Seller Indemnified Parties pursuant to Section 10.02(a)(i10.2(c) shall exceed $100,000 (unless and until, and only to the "extent that, the aggregate of all individual Losses incurred or sustained by the Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 10.2(c) exceeds the Threshold Amount"), in which event Seller whereupon the Purchasers shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded Obligations, Losses in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (ii) Buyer shall have no liability for its indemnification obligations under Section 10.03(a)(i) until the aggregate amount excess of all Liabilities incurred by the Seller equals or exceeds the Threshold Amount, and (ii) the aggregate liability of the Purchasers to indemnify the Seller Indemnified Parties for Losses under Section 10.2(c) shall in which event Buyer shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Assumed Liabilities, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (iii) For the purposes of this Section 10.04(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in exceed an amount exceeding 50% of equal to the Non-Inventory Purchase Price; and (iv) Notwithstanding the foregoing, the limitations set forth in this Section 10.04(b) shall not apply to (A) any breaches of Sections 4.02, 4.06, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.01Cap Amount.

Monetary Limitations. (i) No The liability of the Seller in relation to a breach of the Seller’s Representations and Warranties and 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, but for this subparagraph, be entitled as a result of that Warranty Claim or any Specific Indemnity Claim exceeds EUR 100,000, in which case the Buyer shall be entitled to claim may the full amount of the Loss; 12.3.2 the Seller shall not be made against Seller for indemnification pursuant to Sections 10.02(a)(i) liable in respect of any Warranty Claims or any Specific Indemnity Claims, unless and until the aggregate of all Warranty Claims and Specific Indemnity Claims (other than the claims for indemnification disregarded as contemplated by Buyer pursuant Clause 12.3.1 above) exceeds an amount equal to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount")EUR 1,000,000, in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that case the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (ii) Buyer shall have no liability for its indemnification obligations under Section 10.03(a)(i) until the aggregate amount of all Liabilities incurred by the Seller equals or exceeds the Threshold Amount, in which event Buyer shall be liable entitled to claim the full amount of the Loss; and 12.3.3 except for all Liabilities from dollar one; it being understood warranties set out in Clause 3 (Shares and agreed that Undertakings) of Schedule 3 for which the foregoing Threshold Amount limit shall be the aggregate of the Final Purchase Price and the EPC Payoff Debt, the maximum aggregate liability of the Seller arising out of or in connection with this Agreement shall not apply to claims for indemnification relating to Assumed Liabilities, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (iii) For the purposes of this Section 10.04(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50exceed 40% of the Non-Inventory aggregate of the Final Purchase Price; and (iv) Notwithstanding Price and the foregoing, EPC Payoff Debt. All claims that originate from the limitations set forth in same facts or having the same causes shall be deemed as one Warranty Claim and one Specific Indemnity Claim for the purpose of this Section 10.04(b) shall not apply to (A) any breaches of Sections 4.02, 4.06, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.01Agreement.