Common use of Monetary Limits Clause in Contracts

Monetary Limits. The indemnification obligation of Sellers for Inaccuracy of Seller Warranties will be limited as follows: (a) Sellers shall not be liable for any particular Claim unless the Damages pursuant to that single Claim exceed EUR 7,500 in which case Sellers shall be liable for the full amount of such single Claim (and not just the excess over such amount). Claims having the same cause and/or arising out of the same or similar facts or circumstances will be treated as a single Claim for the purposes of Clause 8.6(a). (b) Unless the aggregate amount of the liability of Sellers for all Claims qualifying under (a) above exceeds EUR 50,000, in which case Sellers shall be liable for the full amount of all such Claims (and not just the excess over such amount). The said amount of EUR 50,000 shall be considered as a threshold figure. (c) The maximum aggregate liability payable by Sellers for all Claims shall not exceed the EUR amount equal to the Initial Price (and, for these purposes, the value of the Mitek Shares shall be EUR 4,781,250) plus the Earn Out paid to the Sellers in accordance with Clause 3.3, save only that (i) Claims involving willful misconduct or fraud, (ii) Claims in respect of a Specific Indemnity, (iii) Claims in relation to any breach or violation by Sellers to perform any covenants or obligations under this Agreement and the other Transaction Documents and (iv) Claims in respect of a Fundamental Seller Warranty, will not be subject to maximum liability. Each Claim for which Sellers are liable for in accordance with (i) to (iv) is an “Indemnifiable Claim”. For the avoidance of doubt, the amount of any Indemnifiable Claims in (i) to (iv) above shall not be considered as part of the limit in Clause 8.6(c).