Common use of Limitations on Amount Clause in Contracts

Limitations on Amount. (a) Parent and Seller will have no liability to a Buyer Indemnified Party (for indemnification or otherwise) with respect to any Buyer Losses covered by Section 11.02(a)(i) or Section 11.03 until the aggregate amount of all Buyer Losses exceeds $1,000,000 (the "Basket Amount"), in which case Parent and Seller shall be obligated to indemnify the Buyer Indemnified Parties for the total amount of all Buyer Losses in excess of the Basket Amount; provided, however, that no individual claim or series of related claims for indemnification under Section 11.02(a)(i) or Section 11.03 shall be recoverable hereunder if it is or they are for an amount less than $50,000, until the aggregate amount of all such claims is equal to at least $500,000. Except for fraud or willful misrepresentation or as otherwise provided below, the aggregate liability of Parent and Seller for all amounts under Section 11.02(a)(i) and Section 11.03 shall not exceed $25,000,000; provided, however, that the aggregate liability of Parent and Seller for all amounts under Section 11.02(a)(i) with respect to breaches of or inaccuracies in the representations and warranties set forth in Section 4.25 and Section 11.03 shall not exceed $30,000,000 minus the amounts paid by Parent or Seller in respect of all other claims for indemnification under Section 11.02(a)(i) (the "Cap"). Notwithstanding the foregoing, the Basket Amount shall apply only to breaches of or inaccuracies in representations and warranties other than those set forth in Sections 4.01, 4.02, 4.03, 4.10(b) (only the third sentence thereof) or 4.15, and the Cap shall not apply to claims, breaches of or inaccuracies in representations and warranties set forth in Sections 4.01, 4.02, 4.03, 4.10(b) (only the third sentence thereof) or 4.15.

Limitations on Amount. (a) Notwithstanding anything in this Agreement to the contrary, Seller and Parent and Seller will have no liability to a Buyer Indemnified Party (for indemnification or otherwise) with respect to any Buyer Losses covered the matters described in clause (a) of Section 5.2 and Buyers will have no liability for indemnification with respect to the matters described in clause (a) of Section 5.3 (subject in both cases to the limitations in Section 5.4) until all claims for indemnification by Section 11.02(a)(isuch party exceed One Hundred Thousand Dollars ($100,000) or Section 11.03 until (the “Deductible”). Once the aggregate claims for indemnification by such Party under clause (a) of Section 5.2 and Section (a) of Section 5.3, as applicable, exceed the Deductible, then such Party shall be entitled to recover only the amount of all Buyer Losses exceeds $1,000,000 (the "Basket Amount"), in which case Parent and Seller shall be obligated to indemnify the Buyer Indemnified Parties for the total amount of all Buyer Losses such claims in excess of the Basket AmountDeductible; provided, however, that no individual claim or series of related claims for indemnification under Section 11.02(a)(i) or Section 11.03 shall be recoverable hereunder if it is or they are for an amount less than $50,000, until except as provided in the aggregate amount of all such claims is equal to at least $500,000. Except for fraud or willful misrepresentation or as otherwise provided belowfollowing sentence, the aggregate liability for indemnity claims under clause (a) of Parent and Seller for all amounts under Section 11.02(a)(i5.2 other than claims with respect to Section 3.3 (Capitalization), 3.6 (Title to Assets) and Section 11.03 or 3.11 (Taxes) (which shall be limited to the Purchase Price) shall not exceed $25,000,000; provided, however, that 4,500,000 (the aggregate liability of Parent “Liability Cap”) and Seller for all amounts under Section 11.02(a)(i) with respect to breaches of or inaccuracies in the representations and warranties set forth in Section 4.25 and Section 11.03 shall not exceed $30,000,000 minus be subject to the amounts paid by Parent or Seller in respect of all other claims for indemnification under Section 11.02(a)(i) (the "Cap")Deductible. Notwithstanding the foregoing, any claim for indemnification under this Agreement relating to fraud or intentional misrepresentation or with respect to the Basket Amount shall apply only to breaches of or inaccuracies in representations and warranties other than those matters set forth in Sections 4.01clauses (b) through (q) of Section 5.2 or clauses (b) through (d) of Section 5.3, 4.02as applicable, 4.03, 4.10(b) (only the third sentence thereof) or 4.15, and the Cap shall not apply be subject to claims, breaches of the Deductible or inaccuracies in representations and warranties set forth in Sections 4.01, 4.02, 4.03, 4.10(b) (only the third sentence thereof) or 4.15Liability Cap.

Limitations on Amount. No indemnification shall be payable to Buyer pursuant to Section 7.2(a)(i) or (aii) Parent and Seller will have no liability or to a Buyer Indemnified Party the Principals pursuant to 7.2(b)(i) or (ii) until the total of all claims for indemnification pursuant to such clauses exceeds, in the aggregate, Ten Thousand Dollars ($10,000), whereupon the full amount of such claims commencing with the first dollar shall be recoverable in accordance with the terms hereof. In no event other than fraud or otherwiseintentional misrepresentation shall the Principals’ aggregate indemnification obligations under Section 7.2(a)(i) or (ii) hereof, combined with the indemnification obligations of Xxxx Xxxxxxx and V.A. Cunnell under Section 7.2(a)(i) or (ii) of the ICR International Purchase Agreement, exceed Three Million Dollars ($3,000,000) , nor shall the aggregate indemnification obligations of Buyer under Section 7.2(b)(i) or (ii) hereof, combined with its indemnification obligations under Section 7.2(b)(i) or (ii) of the ICR International Purchase Agreement, exceed Three Million Dollars ($3,000,000). Notwithstanding the foregoing, the aforementioned limitations with respect to any Buyer Losses covered by Section 11.02(a)(i) or Section 11.03 until the aggregate amount of all Buyer Losses exceeds $1,000,000 (the "Basket Amount"), in which case Parent and Seller shall be obligated to indemnify the Buyer Indemnified Parties for the total amount of all Buyer Losses in excess of the Basket Amount; provided, however, that no individual claim or series of related claims for an Indemnifying Party’s indemnification under Section 11.02(a)(i) or Section 11.03 shall be recoverable obligations hereunder if it is or they are for an amount less than $50,000, until the aggregate amount of all such claims is equal to at least $500,000. Except for fraud or willful misrepresentation or as otherwise provided below, the aggregate liability of Parent and Seller for all amounts under Section 11.02(a)(i) and Section 11.03 shall not exceed $25,000,000; provided, however, that the aggregate liability of Parent and Seller for all amounts under Section 11.02(a)(i) with respect apply to breaches claims or damages arising out of or inaccuracies in related to the representations and warranties set forth in Sections 3.2, 3.5, 3.10, and 3.12(f) above (taken collectively and individually) not being and continuing to remain true and correct in all material respects at and as of the Closing Date through the Expiration Date, except that, solely with respect to Section 4.25 and Section 11.03 3.12(f), the $3,000,000 cap with respect to aggregate indemnification obligations shall not exceed $30,000,000 minus apply if one or more of the amounts paid by Parent Indemnifying Parties had knowledge (as defined in Section 3.24) of the facts or Seller in respect of all other claims for circumstances giving rise to such claim. Furthermore, notwithstanding the foregoing, any contingent liability subject to indemnification under Section 11.02(a)(i7.2(a)(iv) (that is unasserted as of the "Cap"). Notwithstanding first anniversary of the foregoingClosing, shall be subject to the Basket Amount shall apply only to breaches of or inaccuracies in representations $10,000 basket and warranties other than those $3,000,000 cap set forth in Sections 4.01, 4.02, 4.03, 4.10(b) (only the third sentence thereof) or 4.15, and the Cap shall not apply to claims, breaches of or inaccuracies in representations and warranties set forth in Sections 4.01, 4.02, 4.03, 4.10(b) (only the third sentence thereof) or 4.15above.

Limitations on Amount. No indemnification shall be payable to Buyer pursuant to Section 8.2(a) or (ab) Parent and or to Seller will have no liability or Principal pursuant to a Buyer Indemnified Party Section 8.3(a) or (b), as the case may be, until the total of all claims for indemnification pursuant to such clauses exceeds, in the aggregate, Twenty-five Thousand Dollars ($25,000), whereupon the full amount of any such claims commencing with the first dollar shall be recoverable in accordance with the terms hereof. In no event other than fraud or otherwiseintentional misrepresentation shall the Seller Indemnifying Parties’ aggregate indemnification obligations under Section 8.2(a) or (b) or Buyer’s aggregate indemnification obligations under Section 8.3(a) or (b) exceed One Million Four Hundred Thousand Dollars ($1,400,000). Notwithstanding the foregoing, (i) the aforementioned limitations with respect to any Buyer Losses covered by Section 11.02(a)(i) or Section 11.03 until the aggregate amount of all Buyer Losses exceeds $1,000,000 (the "Basket Amount"), in which case Parent and Seller shall be obligated to indemnify the Buyer Indemnified Parties for the total amount of all Buyer Losses in excess of the Basket Amount; provided, however, that no individual claim or series of related claims for Indemnifying Parties’ indemnification under Section 11.02(a)(i) or Section 11.03 shall be recoverable obligations hereunder if it is or they are for an amount less than $50,000, until the aggregate amount of all such claims is equal to at least $500,000. Except for fraud or willful misrepresentation or as otherwise provided below, the aggregate liability of Parent and Seller for all amounts under Section 11.02(a)(i) and Section 11.03 shall not exceed $25,000,000; provided, however, that the aggregate liability of Parent and Seller for all amounts under Section 11.02(a)(i) with respect apply to breaches claims or damages arising out of or inaccuracies in related to the representations and warranties set forth in Section 4.25 and Section 11.03 shall not exceed $30,000,000 minus the amounts paid by Parent or Seller in respect of all other claims for indemnification under Section 11.02(a)(i) (the "Cap"). Notwithstanding the foregoingSections 3.2, the Basket Amount shall apply only to breaches of or inaccuracies in representations and warranties other than those set forth in Sections 4.013.5, 4.023.6, 4.033.10, 4.10(b) (only the third sentence thereof) or 4.153.12, and 3.13 above (taken collectively and individually) not being and continuing to remain true and correct in all material respects at and as of the Cap Closing Date through the Expiration Date and (ii) the aforementioned limitations with respect to Buyer’s indemnification obligations hereunder shall not apply with respect to claimsBuyer’s obligations with respect to payment of the Additional Cash Consideration, breaches of the Contingent Consideration or inaccuracies in representations and warranties set forth in Sections 4.01, 4.02, 4.03, 4.10(b) (only the third sentence thereof) or 4.15Earnout Consideration.