Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. Sellers will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 9.1.1(a) or Section 9.1.1(c) unless (a) any breach or inaccuracy results in individual Losses (or a series of related Losses) of $50,000 or more and (b) the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $1,000,000 less any Environmental Deductible Setoff (at which point Sellers will indemnify the Buyer Indemnified Persons only for those Losses in excess of such deductible). Sellers’ aggregate liability for Losses in respect of all claims for indemnification pursuant to Section 9.1.1(a), Section 9.1.1(c), Section 9.1.1(f), Section 9.1.1(g), Section 9.1.1(h) and Section 9.1.1(i) shall not exceed the Escrow Amount. The foregoing limitations set forth in this Section 9.1.3 will not apply to claims for indemnification pursuant to Section 9.1.1(a) or Section 9.1.1(c) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization and Good Standing), 3.2 (Power and Authorization), 3.5 (Capitalization), 3.15 (Taxes), 3.24 (No Brokers), 4.1 (Power and Authorization), 4.4 (No Brokers) or 4.5 (Title) (each, a “Fundamental Representation”). Notwithstanding the foregoing, any Seller’s aggregate liability for Losses in respect of all claims for indemnification pursuant to this Agreement shall not exceed the portion of the Purchase Price received by such Seller.

Monetary Limitations. The Sellers will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 9.1.1(a) or Section 9.1.1(c) unless (a) any 11.1.1 in respect of Losses arising from the breach of, or inaccuracy results in individual Losses (in, any representation or a series of related Losses) of $50,000 or more and (b) warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $1,000,000 less any Environmental Deductible Setoff 196,000 (at which point the Sellers will indemnify the Buyer Indemnified Persons for all such Losses from dollar one, including the first $196,000 and not only for those to the extent such Losses in excess of such deductibleexceed $196,000). ; provided, however, that the Sellers’ aggregate liability for Losses in respect of all claims for indemnification pursuant to Section 9.1.1(a), Section 9.1.1(c), Section 9.1.1(f), Section 9.1.1(g), Section 9.1.1(h) and Section 9.1.1(i) shall 11.1.1 will not exceed $1,900,000; provided further, however, that the Escrow Amount. The foregoing limitations set forth in this Section 9.1.3 will not apply to (a) claims for indemnification pursuant to Section 9.1.1(a) or Section 9.1.1(c) 11.1.1 in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization and Good StandingOrganization), 3.2 3.3 (Power and Authorization), 3.5 3.5(e) (CapitalizationBreach of Organizational Documents), 3.15 3.6 (TaxesOwnership; Debt), 3.24 3.11.1 (Assets), 3.16.1(a) (Legal Compliance), 3.16.2 (Illegal Payments), 3.17 (Tax Matters), 3.27 (No Brokers), 4.1 (Organization), 4.2 (Power and Authorization), 4.3 (Noncontravention), 4.4 (Title), 5.1 (Organization), 5.2 (Power and Authorization), 5.4 (Noncontravention), 5.5 (Title), 5.6 (No Brokers) and 5.7 (Ownership) or 4.5 (Titleb) (each, a “Fundamental Representation”)claims based upon fraud or intentional misrepresentation. Notwithstanding the foregoing, any Seller’s aggregate liability for Losses in respect of all claims Claims for indemnification pursuant to the proviso immediately preceding this sentence and any provision of this Agreement shall other than Section 11.1.1 are not exceed subject to the portion of the Purchase Price received by such Sellermonetary limitations set forth in this Section 11.1.2.

Monetary Limitations. Notwithstanding any other provision of this Agreement, (i) no Seller shall have any obligation to indemnify any Buyer Indemnitee pursuant to Section 10.2.6 (other than with respect to breaches or inaccuracies of the representations and warranties contained in Sections 5.1, 5.2, 5.7(a), 5.14, 5.17, 5.18 and 5.30) 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 Section 10.2.6 (other than with respect to breaches or inaccuracies of the representations and warranties contained in Sections 5.1, 5.2, 5.7(a), 5.14, 5.17, 5.18 and 5.30) exceeds Two Million Dollars ($2,000,000) (the "Minimum Aggregate Loss"), in which case the Sellers will have no obligation shall only be liable for the amount by which all such Losses exceed the Minimum Aggregate Loss and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Persons pursuant to Section 9.1.1(a) or Section 9.1.1(c) unless (a) any breach or inaccuracy results in individual Losses (or a series of related Losses) of $50,000 or more and (b) the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $1,000,000 less any Environmental Deductible Setoff (at which point Sellers will indemnify the Buyer Indemnified Persons only for those Losses in excess of such deductible). Sellers’ aggregate liability Indemnitees for Losses in under Section 10.2.6 (other than with respect of all claims for indemnification pursuant to Section 9.1.1(a), Section 9.1.1(c), Section 9.1.1(f), Section 9.1.1(g), Section 9.1.1(h) and Section 9.1.1(i) shall not exceed the Escrow Amount. The foregoing limitations set forth in this Section 9.1.3 will not apply to claims for indemnification pursuant to Section 9.1.1(a) or Section 9.1.1(c) in respect of breaches of, or inaccuracies in, of the representations and warranties set forth contained in Sections 3.1 (Organization and Good Standing5.1, 5.2, 5.7(a), 3.2 5.14, 5.17, 5.18 and 5.30) shall in no event exceed Forty Million Dollars (Power and Authorization), 3.5 (Capitalization), 3.15 (Taxes), 3.24 (No Brokers), 4.1 (Power and Authorization), 4.4 (No Brokers) or 4.5 (Title$40,000,000) (each, a “Fundamental Representation”the "Maximum Aggregate Loss"). Notwithstanding the foregoing, it is understood that the Sellers' obligations to indemnify any Seller’s aggregate liability Buyer Indemnitee pursuant to Section 10.2.6 with respect to breaches or inaccuracies of the representations or warranties contained in Sections 5.1, 5.2, 5.7(a), 5.14, 5.17, 5.18 or 5.30 or pursuant to Sections 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, 10.2.7, 10.2.8 or 10.2.9 (together, the "Surviving Representations, Warranties and Obligations") shall not be subject to the Minimum Aggregate Loss or the Maximum Aggregate Loss. It is further understood and agreed that the sole source of payment for Losses in respect of all claims any Buyer Indemnitee against, and the sole responsibility of, any Seller for indemnification pursuant to this Article 10 (except for claims for breaches of the Surviving Representations, Warranties and Obligations) shall be from such Seller's Seller's Percentage of the Escrow Account pursuant to the Escrow Agreement and from amounts due to such Seller pursuant to the Earnout Agreement. In no event shall not the aggregate liability of any Seller for indemnification pursuant to this Article 10 exceed the portion of the Purchase Price aggregate consideration received by such SellerSeller pursuant to this Agreement, the Earnout Agreement and the Escrow Agreement.