Common use of Threshold and Cap Clause in Contracts

Threshold and Cap. (a) In respect of F5 Finishes’ assertion of an Indemnification Claim under Section 10.1(a)(1), F5 Finishes shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $50,000. If this threshold is reached, F5 Finishes may assert an Indemnification Claim for the full amount of the Claim in excess of the threshold and may assert any subsequent Indemnification Claim under Section 10.1(a)(1) without regard to any threshold. No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to (i) the breach of any Core Representation or (ii) any fraud or intentional misrepresentation. (b) No threshold shall apply to F5 Finishes’ assertion of any Indemnification Claim under Section 10.1(a)(2) or to the Shareholder’s assertion of an Indemnification Claim under Sections10.2(a)(1) or 10.2(a)(2). (c) In no event shall the aggregate Liability of Shareholder in respect of Indemnification Claims under Sections 10.1(a)(1) and 10.1(a)(2) exceed fifty percent (50%) of the Purchase Price, with the exception that any liability of Shareholder as a result of Shareholder’s indemnification obligation under Section 10.01(a)(1) for a breach of a Core Representation shall not exceed the Final Purchase Price; provided, however, that no cap shall apply in the case of any Indemnifiable Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.

Threshold and Cap. (a) In respect of F5 Finishes’ Fenix’s assertion of an Indemnification Claim under Section 10.1(a)(1), F5 Finishes Fenix shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $50,0001.0% of the Purchase Price. If this threshold is reached, F5 Finishes Fenix may assert an Indemnification Claim for the full amount of the Claim in excess of the threshold and may assert any subsequent Indemnification Claim under Section 10.1(a)(1) without regard to any threshold. No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to (i) the breach of any Core Representation or (ii) any fraud or intentional misrepresentation. (b) No threshold shall apply to F5 Finishes’ Fenix’s assertion of any an Indemnification Claim under Section 10.1(a)(2) or to the Shareholder’s Shareholders’ assertion of an Indemnification Claim under Sections10.2(a)(1) or 10.2(a)(2). (c) In no event shall the aggregate Liability of Shareholder the Shareholders in respect of Indemnification Claims under Sections 10.1(a)(1) and 10.1(a)(2) exceed fifty percent (50%) 40% of the Purchase Price, with the exception that any liability of Shareholder as a result of Shareholder’s indemnification obligation under Section 10.01(a)(1) for a breach of a Core Representation shall not exceed the Final Purchase Price; provided, however, that no cap shall apply in the case of any Indemnifiable Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.

Threshold and Cap. (a) In respect of F5 Finishes’ Purchaser’s or Fenix’s assertion of an Indemnification Claim under Section 10.1(a)(111.1(a)(1), F5 Finishes Purchaser and Fenix shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $50,0001.0% of: (i) in the case of the acquisition of the Goldy Metals Assets, the aggregate Purchase Price paid pursuant to Section 2.1(5)(a); (ii) in the case of the acquisition of the Goldy Ottawa Assets, the aggregate Purchase Price paid pursuant to Section 2.1(5)(b); (iii) in the case of the acquisition of the EOL Assets, the aggregate Purchase Price paid pursuant to Section 2.1(5)(c) and (iv) in the case of the acquisition of the shares of Newco, the aggregate Purchase Price paid pursuant to Section 2.1(5)(d). If this threshold is reached, F5 Finishes Purchaser or Fenix may assert an Indemnification Claim for the full amount of the Claim in excess of the threshold and may assert any subsequent Indemnification Claim under Section 10.1(a)(111.1(a)(1) without regard to any threshold. No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to (i) the breach of any Core Representation or (ii) any fraud or intentional misrepresentation. (b) No threshold shall apply to F5 Finishes’ assertion of any Indemnification Claim under Section 10.1(a)(2) Purchaser’s or to the ShareholderFenix’s assertion of an Indemnification Claim under Sections10.2(a)(1Section 11.1(a)(2) or 10.2(a)(2Section 11.1(a)(3) or to the Vendors’ assertion of an Indemnification Claim under Sections 11.2(a)(1) or 11.2(a)(2). (c) In no event shall the aggregate Liability of Shareholder the Vendors in respect of Indemnification Claims under Sections 10.1(a)(111.1(a)(1) and 10.1(a)(211.1(a)(2) exceed fifty percent 40% of: (50%i) in the case of the acquisition of the Goldy Metals Assets, the aggregate Purchase PricePrice paid pursuant to Section 2.1(5)(a); (ii) in the case of the acquisition of the Goldy Ottawa Assets, with the exception that any liability aggregate Purchase Price paid pursuant to Section 2.1(5)(b); (iii) in the case of Shareholder as a result the acquisition of Shareholder’s indemnification obligation under the EOL Assets, the aggregate Purchase Price paid pursuant to Section 10.01(a)(12.1(5)(c) for a breach and (iv) in the case of a Core Representation shall not exceed the Final acquisition of the shares of Newco, the aggregate Purchase PricePrice paid pursuant to Section 2.1(5)(d); provided, however, that no cap shall apply in the case of any Indemnifiable Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.

Threshold and Cap. (a) In respect of F5 Finishes’ assertion of an Indemnification Claim under Section 10.1(a)(1), F5 Finishes shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $50,000. If this threshold is reached, F5 Finishes may assert an Indemnification Claim for the full amount of the Claim in excess of the threshold and may assert any subsequent Indemnification Claim under Section 10.1(a)(1) without regard to any threshold. No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to (i) the breach of any Core Representation or (ii) any fraud or intentional misrepresentation. (b) No threshold shall apply to F5 Finishes’ assertion of any Indemnification Claim under Section 10.1(a)(2) or to the Shareholder’s Shareholders’ assertion of an Indemnification Claim under Sections10.2(a)(1) or 10.2(a)(2). (c) In no event shall the aggregate Liability of Shareholder the Shareholders in respect of Indemnification Claims under Sections 10.1(a)(1) and 10.1(a)(2) exceed fifty percent (50%) of the Purchase Price, with the exception that any liability of Shareholder Shareholders as a result of Shareholder’s Shareholders’ indemnification obligation under Section 10.01(a)(1) for a breach of a Core Representation shall not exceed the Final Purchase Price; provided, however, that no cap shall apply in the case of any Indemnifiable Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.

Threshold and Cap. (a) In respect of F5 Finishes’ Fenix’s assertion of an Indemnification Claim under Section 10.1(a)(1), F5 Finishes Fenix shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $50,0001.0% of the Purchase Price. If this threshold is reached, F5 Finishes Fenix may assert an Indemnification Claim for the full amount of the Claim in excess of the threshold and may assert any subsequent Indemnification Claim under Section 10.1(a)(1) without regard to any threshold. No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to (i) the breach of any Core Representation or (ii) any fraud or intentional misrepresentation. (b) No threshold shall apply to F5 Finishes’ Fenix’s assertion of any an Indemnification Claim under Section 10.1(a)(2) or to the Shareholder’s Shareholders’ assertion of an Indemnification Claim under Sections10.2(a)(1Sections 10.2(a)(1) or 10.2(a)(2). (c) In no event shall the aggregate Liability of Shareholder the Shareholders in respect of Indemnification Claims under Sections 10.1(a)(1) and 10.1(a)(2) exceed fifty percent (50%) 40% of the Purchase Price, with the exception that any liability of Shareholder as a result of Shareholder’s indemnification obligation under Section 10.01(a)(1) for a breach of a Core Representation shall not exceed the Final Purchase Price; provided, however, that no cap shall apply in the case of any Indemnifiable Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.

Threshold and Cap. (a) In respect of F5 Finishes’ Fenix’s assertion of an Indemnification Claim under Section 10.1(a)(1), F5 Finishes Fenix shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $50,0001.0% of the Purchase Price. If this threshold is reached, F5 Finishes Fenix may assert an Indemnification Claim for the full amount of the Claim in excess of the threshold and may assert any subsequent Indemnification Claim under Section 10.1(a)(1) without regard to any threshold. No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to (i) the breach of any Core Representation or (ii) any fraud or intentional misrepresentation. (b) No threshold shall apply to F5 Finishes’ Fenix’s assertion of any an Indemnification Claim under Section 10.1(a)(2) or to the Shareholder’s Members’ assertion of an Indemnification Claim under Sections10.2(a)(1) or 10.2(a)(2). (c) In no event shall the aggregate Liability of Shareholder the Members in respect of Indemnification Claims under Sections 10.1(a)(1) and 10.1(a)(2) exceed fifty percent (50%) 40% of the Purchase Price, with the exception that any liability of Shareholder as a result of Shareholder’s indemnification obligation under Section 10.01(a)(1) for a breach of a Core Representation shall not exceed the Final Purchase Price; provided, however, that no cap shall apply in the case of any Indemnifiable Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.

Threshold and Cap. (a) In respect of F5 Finishes’ Fenix’s assertion of an Indemnification Claim under Section 10.1(a)(1), F5 Finishes Fenix shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $50,0001.0% of the Purchase Price. If this threshold is reached, F5 Finishes Fenix may assert an Indemnification Claim for the full amount of the Claim in excess of the threshold and may assert any subsequent Indemnification Claim under Section 10.1(a)(1) without regard to any threshold. No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to (i) the breach of any Core Representation or (ii) any fraud or intentional misrepresentation. (b) No threshold shall apply to F5 Finishes’ assertion of any Indemnification Claim under Section 10.1(a)(2) or to the ShareholderFenix’s assertion of an Indemnification Claim under Sections10.2(a)(1Sections 10.1(a)(2) or 10.1(a)(3) or to the Corporate Shareholders’ or the Shareholders’ assertion of an Indemnification Claim under Sections 10.2(a)(1) or 10.2(a)(2). (c) In no event shall the aggregate Liability of Shareholder the Shareholders in respect of Indemnification Claims under Sections 10.1(a)(1) and 10.1(a)(2) exceed fifty percent (50%) 40% of the Purchase Price, with the exception that any liability of Shareholder as a result of Shareholder’s indemnification obligation under Section 10.01(a)(1) for a breach of a Core Representation shall not exceed the Final Purchase Price; provided, however, that no cap shall apply in the case of any Indemnifiable Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.

Threshold and Cap. (a) In respect of F5 Finishes’ Fenix’s assertion of an Indemnification Claim under Section 10.1(a)(1), F5 Finishes Fenix shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $50,0001.0% of the sum of (i) the Purchase Price and (ii) the aggregate amount of the Retention Bonuses. If this threshold is reached, F5 Finishes Fenix may assert an Indemnification Claim for the full amount of the Claim in excess of the threshold and may assert any subsequent Indemnification Claim under Section 10.1(a)(1) without regard to any threshold. No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to (i) the breach of any Core Representation or (ii) any fraud or intentional misrepresentation. (b) No threshold shall apply to F5 Finishes’ Fenix’s assertion of any an Indemnification Claim under Section 10.1(a)(2) or to the Shareholder’s assertion of an Indemnification Claim under Sections10.2(a)(1) or 10.2(a)(2). (c) In no event shall the aggregate Liability of the Shareholder in respect of Indemnification Claims under Sections 10.1(a)(1) and 10.1(a)(2) exceed fifty percent (50%) 40% of the Purchase Price, with the exception that any liability of Shareholder as a result of Shareholder’s indemnification obligation under Section 10.01(a)(1) for a breach of a Core Representation shall not exceed the Final Purchase Price; provided, however, that no cap shall apply in the case of any Indemnifiable Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.