Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. Purchaser will have no obligation to indemnify the Spectrum Indemnified Persons in respect to Losses arising from the breach of, or inaccuracy in, any representation 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 claims brought after the Closing, unless and until the aggregate amount of all such Losses incurred or suffered by the Spectrum Indemnified Persons exceeds the Indemnity Basket (at which point Purchaser will indemnify the Spectrum Indemnified Persons for all such Losses exceeding the Indemnity Basket). Further, Purchaser’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.2.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed by Purchaser hereunder pursuant to Section 14.2.1(b) will not exceed the Maximum Indemnity Cap; provided, however, that the foregoing limitations will not apply to [***]. Claims for indemnification pursuant to any other provision of Section 14.2.1 are not subject to the limitations set forth in this Section 14.2.2.

Monetary Limitations. Purchaser Spectrum will have no obligation to indemnify the Spectrum Purchaser Indemnified Persons in respect to of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.2.1(a14.1.1(a) and the or breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 14.2.1(b14.1.1(b) with respect to claims brought after the Closing, unless and until the aggregate amount of all such Losses incurred or suffered by the Spectrum Purchaser Indemnified Persons exceeds [***] (the “Indemnity Basket Basket”) (at which point Purchaser Spectrum will indemnify the Spectrum Purchaser Indemnified Persons for all such Losses exceeding [***]). Notwithstanding the Indemnity Basket)foregoing, Spectrum’s liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty contained in [***] shall not exceed [***]. Further, PurchaserSpectrum’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.2.1(a14.1.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed by Purchaser Spectrum hereunder pursuant to Section 14.2.1(b) 14.1.1(b), will not exceed [***] (such amount, the “Maximum Indemnity Cap; provided, however, that the foregoing ”). The monetary limitations contained in this Section 14.1.2 will not apply to [***]. Claims for indemnification pursuant to any other provision of Section 14.2.1 14.1.1 are not subject to the monetary limitations set forth in this Section 14.2.214.1.2.

Monetary Limitations. Purchaser will have no obligation to indemnify the Spectrum Indemnified Persons in respect to Losses arising from the breach of, or inaccuracy in, any representation 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 claims brought after the Closing, unless and until the aggregate amount of all such Losses incurred or suffered by the Spectrum Indemnified Persons exceeds the Indemnity Basket (at which point Purchaser will indemnify the Spectrum Indemnified Persons for all such Losses exceeding the Indemnity Basket). Further, Purchaser’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.2.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed by Purchaser hereunder pursuant to Section 14.2.1(b) will not exceed the Maximum Indemnity Cap; provided, however, that the foregoing limitations will not apply to [***](a) claims for indemnification pursuant to Section 14.2.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in the following Sections of this Agreement: 8.1 (Organization), 8.2 (Power and Authorization), 8.4(d) (Breach of Organizational Documents) or 8.5 (No Brokers) or (b) claims based upon fraud or intentional misrepresentation. Claims for indemnification pursuant to any other provision of Section 14.2.1 are not subject to the limitations set forth in this Section 14.2.2.