Thresholds. The Converting Holders shall not be liable in respect of Damages under Section 8.2(a)(ii) or Section 8.2(a)(iv) unless and until the aggregate amount of all such Damages exceeds $851,100, in which case the Converting Holders shall be liable for the entire amount of the Damages not to exceed the Cap. Notwithstanding the foregoing, the limitations set forth in this Section 8.2(b)(ii) shall not apply to any claim for Damages arising out of or resulting from (A) a breach of or inaccuracy in any representation or warranty contained in Section 4.18 (Taxes) or (B) any Constellation Indemnified Taxes.
Appears in 5 contracts
Sources: Agreement and Plan of Merger (AIAI Holdings Corp), Agreement and Plan of Merger (AIAI Holdings Corp), Agreement and Plan of Merger (AIAI Holdings Corp)