Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. Subject to the last sentence of this Section 8.7, Seller shall not be required to indemnify Buyer Indemnitees, and shall not have any Liability under Section 8.2(a), until the aggregate amount of all Losses under Section 8.2(a) exceeds $200,000 (the “Minimum Loss”), and then only to the extent such aggregate Losses exceed the Minimum Loss. Subject to the following sentence, the aggregate amount of each of Seller’s liability for Losses under Section 8.2(a) and Buyer’s and Parent’s aggregate liability for Losses under Section 8.2(b) shall be limited in each case to an amount equal to 40% of the Purchase Price. The limitations set forth in this Section 8.7 will not apply to any Claims for indemnification in connection with, arising out of, or which would not have occurred but for: (a) a breach of the representations and warranties contained in Section 4.1, Section 4.2, Section 4.3, Section 4.5, Section 4.8, Section 4.14, Section 4.15, Section 4.19, Section 4.23, Section 4.25(a) (but excluding clause (ii) thereof), Section 4.25(b), Section 4.25(c), Section 4.29, Section 5.1, Section 5.2, Section 5.4 and Section 5.6; (b) fraud; or (c) Section 8.2(c), (d), (e), (f) or (g) or Section 8.3(c) or (d); and (d) covenants to be performed in whole or in part, post-Closing. Notwithstanding the foregoing or anything to the contrary set forth herein, the aggregate amount of Seller’s liability shall be limited to an amount equal to the Purchase Price in respect of all Claims for indemnification in connection with, arising out of, or which would not have occurred but for, a breach of the representations and warranties contained in Section 4.4, Section 4.13 and Section 4.15; and (ii) the amount of Seller’s liability for a breach of the representations and warranties contained in Section 4.19 shall be limited to, and determined by, a recalculation of the Closing Net Working Capital and the Adjustment Amount as if such Losses existed on the Closing Date (giving effect to any and all prior payments made pursuant to Section 3.2(d) in connection with the Purchase Price adjustment and any and all prior payments made pursuant to this clause (ii)), and no Losses shall be recoverable until and unless the aggregate amount of such Losses (for which no indemnification has been made and no adjustment was made in connection with the Purchase Price adjustment pursuant to Section 3.2(d)) exceeds on a cumulative basis the Adjustment Floor (as increased or reduced by any payment made in connection with the Purchase Price adjustment pursuant to Section 3.2(d) and the aggregate amount of all prior payments made pursuant to this clause (ii)), and then Seller’s indemnification liability shall only be the amount of the excess of such Losses over the Adjustment Floor (as adjusted as described above). It is understood and agreed that the purpose of the foregoing clause (ii) is to treat any Losses resulting from a breach of the representations and warranties contained in Section 4.19 as if such Losses existed on the Closing Date and were included in the calculation of the Closing Net Working Capital in determining the Adjustment Amount and any required payments under Section 3.2(d), and to require any payments that would have been required to be made in connection with the Purchase Price adjustment under Section 3.2(d) if such Losses existed on the Closing Date (and such payments hereunder shall equal, and in no event exceed, the amount that would have been required to be paid under Section 3.2(d) in connection with the Purchase Price adjustment if such Losses existed on the Closing Date).

Monetary Limitations. Subject to the last sentence of this Section 8.7, Seller shall not be required to indemnify the Buyer IndemniteesGroup, and shall not have any Liability under Section 8.2(a)8.2, until the aggregate amount of all Losses under Section 8.2(a) 8.2 exceeds $200,000 1% of the Purchase Price (the “Minimum Loss”), and then only to the extent such of all aggregate Losses, including Losses exceed up to the Minimum Loss. Subject to the following sentence, the aggregate amount of each of Seller’s liability for Losses under Section 8.2(a) and Buyer’s and Parent’s aggregate liability for Losses under Section 8.2(b) 8.2 shall be limited in each case to an amount equal to 4020% of the Purchase Price. The limitations set forth in this Section 8.7 will not apply to any Claims claims for indemnification in connection with, arising out of, or which would not have occurred but for: (a) a breach of the representations and warranties contained in Section 4.1, Section 4.2, Section 4.3, Section 4.54.6, Section 4.84.11, Section 4.14, Section 4.15, Section 4.19, Section 4.23, Section 4.25(a) (but excluding clause (ii) thereof), Section 4.25(b), Section 4.25(c), Section 4.29, Section 5.1, Section 5.2, Section 5.4 and Section 5.6; (b) fraud4.12; or (c) Section 8.2(c)provided that, (d), (e), (f) or (g) or Section 8.3(c) or (d); and (d) covenants to be performed in whole or in part, post-Closing. Notwithstanding notwithstanding the foregoing or anything to the contrary set forth herein, the aggregate amount of Seller’s liability hereunder shall be limited to an amount equal to the Purchase Price in respect of all Claims claims for indemnification pursuant to Section 8.2 in connection with, arising out of, or which would not have occurred but for, a breach of the representations and warranties contained in Section 4.44.1, Section 4.13 4.2, Section 4.3, Section 4.6, Section 4.11, and Section 4.154.12; (b) fraud; (c) Section 8.2(c) or (d); and and (iid) the amount of Seller’s liability for a breach of the representations and warranties contained in Section 4.19 shall be limited to, and determined by, a recalculation of the Closing Net Working Capital and the Adjustment Amount as if such Losses existed on the Closing Date (giving effect to any and all prior payments made pursuant to Section 3.2(d) in connection with the Purchase Price adjustment and any and all prior payments made pursuant to this clause (ii)), and no Losses shall be recoverable until and unless the aggregate amount of such Losses (for which no indemnification has been made and no adjustment was made in connection with the Purchase Price adjustment pursuant to Section 3.2(d)) exceeds on a cumulative basis the Adjustment Floor (as increased or reduced by any payment made in connection with the Purchase Price adjustment pursuant to Section 3.2(d) and the aggregate amount of all prior payments made pursuant to this clause (ii)), and then Seller’s indemnification liability shall only be the amount of the excess of such Losses over the Adjustment Floor (as adjusted as described above). It is understood and agreed that the purpose of the foregoing clause (ii) is to treat any Losses resulting from a breach of the representations and warranties contained in Section 4.19 as if such Losses existed on the Closing Date and were included in the calculation of the Closing Net Working Capital in determining the Adjustment Amount and any required payments under Section 3.2(d), and to require any payments that would have been required covenants to be made performed in connection with the Purchase Price adjustment under Section 3.2(d) if such Losses existed on the Closing Date (and such payments hereunder shall equalwhole or in part, and in no event exceed, the amount that would have been required to be paid under Section 3.2(d) in connection with the Purchase Price adjustment if such Losses existed on the Closing Date)post-Closing.

Monetary Limitations. Subject to the last sentence of this Section 8.7Except as set forth below, Seller Shareholder shall not be required to indemnify Buyer Indemniteesmake any indemnification payments under Section 6.2(a) with respect to any Purchaser Claims arising thereunder until, and shall not have any Liability under Section 8.2(a)except to the extent that, until the aggregate cumulative amount of the Damages actually incurred by Purchaser as a result of all Losses under Section 8.2(a) Purchaser Claims actually exceeds the sum of $200,000 175,000 (the “Minimum LossClaim Threshold”), at which time Purchaser may make Purchaser Claims against Shareholder for aggregate Damages exceeding the Claim Threshold, and then only the cumulative liability of Shareholder under Section 6.2(a) shall in no event exceed the sum of $5,000,000 (“Indemnity Cap”). Anything in this Section 6.2 to the extent such aggregate Losses exceed the Minimum Loss. Subject contrary notwithstanding: (i) Shareholder’s obligation to the following sentence, the aggregate amount of each of Seller’s liability for Losses indemnify Purchaser under Section 8.2(a6.2(a)(ii) and Buyer’s and Parent’s aggregate liability for Losses under Section 8.2(b) shall be limited in each case with respect to an amount equal to 40% breaches of the Purchase Price. The limitations representations set forth in this Section 8.7 will not apply to Sections 2.6(a), 2.6(b), 2.7(b), 2.10(a), 2.10(b), 2.21(b) or 2.22(b) (as a result of any Claims liability for indemnification Taxes imposed by any Governmental Authority in connection withthe states of Florida, arising out ofTexas and/or Ohio) hereof, or which would under Sections 6.2(a)(iii), (iv), (v), (vi), (xii) or (xiii) hereof, shall not have occurred but for:be subject to the Claim Threshold; (a) a breach of the representations and warranties contained in Section 4.1, Section 4.2, Section 4.3, Section 4.5, Section 4.8, Section 4.14, Section 4.15, Section 4.19, Section 4.23, Section 4.25(a) (but excluding clause (ii) thereof), Section 4.25(b), Section 4.25(c), Section 4.29, Section 5.1, Section 5.2, Section 5.4 and Section 5.6; (b) fraud; or (c) Section 8.2(c), (d), (e), (fShareholder’s obligation to indemnify Purchaser under Sections 6.2(a)(vii) or (gviii) or Section 8.3(c) or (d); and (d) covenants to hereof shall not be performed in whole or in part, post-Closing. Notwithstanding the foregoing or anything subject to the contrary set forth herein, Claim Threshold or the aggregate amount of Seller’s liability shall be limited to an amount equal to the Purchase Price in respect of all Claims for indemnification in connection with, arising out of, or which would not have occurred but for, a breach of the representations and warranties contained in Section 4.4, Section 4.13 and Section 4.15; and (ii) the amount of Seller’s liability for a breach of the representations and warranties contained in Section 4.19 shall be limited to, and determined by, a recalculation of the Closing Net Working Capital and the Adjustment Amount as if such Losses existed on the Closing Date (giving effect to any and all prior payments made pursuant to Section 3.2(d) in connection with the Purchase Price adjustment and any and all prior payments made pursuant to this clause (ii)), and no Losses shall be recoverable until and unless the aggregate amount of such Losses (for which no indemnification has been made and no adjustment was made in connection with the Purchase Price adjustment pursuant to Section 3.2(d)) exceeds on a cumulative basis the Adjustment Floor (as increased or reduced by any payment made in connection with the Purchase Price adjustment pursuant to Section 3.2(d) and the aggregate amount of all prior payments made pursuant to this clause (ii)), and then Seller’s indemnification liability shall only be the amount of the excess of such Losses over the Adjustment Floor (as adjusted as described above). It is understood and agreed that the purpose of the foregoing clause (ii) is to treat any Losses resulting from a breach of the representations and warranties contained in Section 4.19 as if such Losses existed on the Closing Date and were included in the calculation of the Closing Net Working Capital in determining the Adjustment Amount and any required payments under Section 3.2(d), and to require any payments that would have been required to be made in connection with the Purchase Price adjustment under Section 3.2(d) if such Losses existed on the Closing Date (and such payments hereunder shall equal, and in no event exceed, the amount that would have been required to be paid under Section 3.2(d) in connection with the Purchase Price adjustment if such Losses existed on the Closing Date)Indemnity Cap.

Monetary Limitations. Subject to the last sentence of this Section 8.7, Seller shall not be required to indemnify the Buyer IndemniteesGroup, and shall not have any Liability under Section 8.2(a)8.2, until the aggregate amount of all Losses under Section 8.2(a) 8.2 exceeds $200,000 250,000 (the “Minimum Loss”), and then only to the extent such aggregate Losses exceed the Minimum Loss. Subject to the following sentence, the aggregate amount of each of Seller’s liability for Losses under Section 8.2(a) and Buyer’s and Parent’s aggregate liability for Losses under Section 8.2(b8.3(a) shall be limited in each case to an amount equal to 40% of Ten Million Dollars ($10,000,000) (the Purchase Price“Indemnity Cap”). The limitations set forth in this Section 8.7 will not apply to any Claims claims for indemnification in connection with, arising out of, or which would not have occurred but for: (a) a breach of the representations and warranties contained in Section 4.1, Section 4.2, Section 4.3, Section 4.54.6, Section 4.84.11, Section 4.144.12, Section 4.154.17, Section 4.19, Section 4.23, Section 4.25(a) (but excluding clause (ii) thereof), Section 4.25(b), Section 4.25(c), Section 4.29, Section 5.1, 5.1 and Section 5.2; provided that, Section 5.4 and Section 5.6; (b) fraud; or (c) Section 8.2(c), (d), (e), (f) or (g) or Section 8.3(c) or (d); and (d) covenants to be performed in whole or in part, post-Closing. Notwithstanding notwithstanding the foregoing or anything to the contrary set forth herein, the aggregate amount of Seller’s or Buyer’s liability hereunder shall be limited to an amount equal to the Purchase Price in respect of all Claims claims for indemnification pursuant to Section 8.2 and Section 8.3, respectively, in connection with, arising out of, or which would not have occurred but for, a breach of the representations and warranties contained set forth in this Section 4.48.7(a); (b) fraud; (c) Section 8.2(c), Section 4.13 8.3(d) and (e) or Section 8.3(c) and Section 4.158.3(d); and and (iid) the amount of Seller’s liability for a breach of the representations and warranties contained in Section 4.19 shall be limited to, and determined by, a recalculation of the Closing Net Working Capital and the Adjustment Amount as if such Losses existed on the Closing Date (giving effect to any and all prior payments made pursuant to Section 3.2(d) in connection with the Purchase Price adjustment and any and all prior payments made pursuant to this clause (ii)), and no Losses shall be recoverable until and unless the aggregate amount of such Losses (for which no indemnification has been made and no adjustment was made in connection with the Purchase Price adjustment pursuant to Section 3.2(d)) exceeds on a cumulative basis the Adjustment Floor (as increased or reduced by any payment made in connection with the Purchase Price adjustment pursuant to Section 3.2(d) and the aggregate amount of all prior payments made pursuant to this clause (ii)), and then Seller’s indemnification liability shall only be the amount of the excess of such Losses over the Adjustment Floor (as adjusted as described above). It is understood and agreed that the purpose of the foregoing clause (ii) is to treat any Losses resulting from a breach of the representations and warranties contained in Section 4.19 as if such Losses existed on the Closing Date and were included in the calculation of the Closing Net Working Capital in determining the Adjustment Amount and any required payments under Section 3.2(d), and to require any payments that would have been required covenants to be made performed in connection with the Purchase Price adjustment under Section 3.2(d) if such Losses existed on the Closing Date (and such payments hereunder shall equalwhole or in part, and post-Closing, including those in no event exceed, the amount that would have been required to be paid under Section 3.2(d) in connection with the Purchase Price adjustment if such Losses existed on the Closing Date)ARTICLE IX.

Monetary Limitations. Subject to the last sentence of this Section 8.7, Seller shall not be required to indemnify Buyer Indemnitees, and shall not have any Liability under Section 8.2(a), until the aggregate amount of all Losses under Section 8.2(a) exceeds $200,000 (the “Minimum Loss”"MINIMUM LOSS"), and then only to the extent such aggregate Losses exceed the Minimum Loss. Subject to the following sentence, the aggregate amount of each of Seller’s 's liability for Losses under Section 8.2(a) and Buyer’s 's and Parent’s 's aggregate liability for Losses under Section 8.2(b) shall be limited in each case to an amount equal to 40% of the Purchase Price. The limitations set forth in this Section 8.7 will not apply to any Claims for indemnification in connection with, arising out of, or which would not have occurred but for: (a) a breach of the representations and warranties contained in Section 4.1, Section 4.2, Section 4.3, Section 4.5, Section 4.8, Section 4.14, Section 4.15, Section 4.19, Section 4.23, Section 4.25(a) (but excluding clause (ii) thereof), Section 4.25(b), Section 4.25(c), Section 4.29, Section 5.1, Section 5.2, Section 5.4 and Section 5.6; (b) fraud; or (c) Section 8.2(c), (d), (e), (f) or (g) or Section 8.3(c) or (d); and (d) covenants to be performed in whole or in part, post-Closing. Notwithstanding the foregoing or anything to the contrary set forth herein, the aggregate amount of Seller’s 's liability shall be limited to an amount equal to the Purchase Price in respect of all Claims for indemnification in connection with, arising out of, or which would not have occurred but for, a breach of the representations and warranties contained in Section 4.4, Section 4.13 and Section 4.15; and (ii) the amount of Seller’s 's liability for a breach of the representations and warranties contained in Section 4.19 shall be limited to, and determined by, a recalculation of the Closing Net Working Capital and the Adjustment Amount as if such Losses existed on the Closing Date (giving effect to any and all prior payments made pursuant to Section 3.2(d) in connection with the Purchase Price adjustment and any and all prior payments made pursuant to this clause (ii)), and no Losses shall be recoverable until and unless the aggregate amount of such Losses (for which no indemnification has been made and no adjustment was made in connection with the Purchase Price adjustment pursuant to Section 3.2(d)) exceeds on a cumulative basis the Adjustment Floor (as increased or reduced by any payment made in connection with the Purchase Price adjustment pursuant to Section 3.2(d) and the aggregate amount of all prior payments made pursuant to this clause (ii)), and then Seller’s 's indemnification liability shall only be the amount of the excess of such Losses over the Adjustment Floor (as adjusted as described above). It is understood and agreed that the purpose of the foregoing clause (ii) is to treat any Losses resulting from a breach of the representations and warranties contained in Section 4.19 as if such Losses existed on the Closing Date and were included in the calculation of the Closing Net Working Capital in determining the Adjustment Amount and any required payments under Section 3.2(d), and to require any payments that would have been required to be made in connection with the Purchase Price adjustment under Section 3.2(d) if such Losses existed on the Closing Date (and such payments hereunder shall equal, and in no event exceed, the amount that would have been required to be paid under Section 3.2(d) in connection with the Purchase Price adjustment if such Losses existed on the Closing Date).