Common use of Limitations on Amount Clause in Contracts

Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts).

Limitations on Amount. Neither Party will have liability (a) Seller shall only be liable under this Agreement (for indemnification or otherwise) with respect to the matters described in clause any claim pursuant to clauses (a) of Section 11.2 and (Indemnification by Seller Parties) or clause (ab) of Section 11.3 10.2 (Indemnification by Buyer) unless and untila “Seller Warranty Claim”), if (i) the any single individual claim or series of related claims giving rise to any Damages exceeds [***] US$ 75,000 (the “Per Individual Claim Threshold”) and (ii) one or several claims exceeding the Individual Claim Threshold exceeds or exceed in the case aggregate US$ 500,000 (the “ Basket Threshold”), whereupon Sellers’ liability to Buyer shall be equal to the full amount of such Seller Warranty Claim without deduction of the Individual Claim Threshold, but deducting the Basket Threshold amount. In the event of a series of claims based on the same facts, such series of claims shall be treated as a single claim and the aggregate cumulative liability resulting from such series of claims shall be used to determine whether the Individual Claim Threshold has been exceeded. In no event shall the aggregate maximum liability of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims respect of Seller Indemnified Parties under clause Warranty Claims (afor indemnification for Damages) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee exceed US$ 12,000,000 (the “Deductible AmountIndemnification Cap”), in which case the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations on amount set forth in this Section 11.4, cause 10.5(a) will not apply to (i) any Breach of any of the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section representations and warranties under Sections 4.1 (Contingent PaymentOrganization, Good Standing, Capital Structure and Shares) and 4.2 (a), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of b)(i), (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)c) and (yd) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages AmountsAuthority; No Conflict), if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (Bii) Buyer shall promptly pay any claim with respect to the Seller Indemnified Parties the lesser of fraud (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amountarglistige Täuschung, article 203 CO)) , willful Breach or intentional misrepresentation, and (b) the Additional Indemnification Cap Amount (with each Seller Indemnified Party being entitled will not apply to receive its pro rata portion any Breach of any of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount representations and warranties under Subsections (b)(ii), (b)(iii), (b)(vii) of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages AmountsSection 4.2 (Authority; No Conflict).

Limitations on Amount. Neither Party Sellers. (a) No Seller will have any liability (for indemnification or otherwise) with respect to the matters described in clause (aSection 11.2(b)(i) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and untilor, (i) to the individual claim or series of related claims giving rise extent relating to any Damages exceeds [***] (failure to perform or comply prior to the “Per Claim Threshold”) and (ii) in the case of Seller PartiesClosing Date, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”11.2(b)(ii), in which case until the Indemnifying Party shall be liable for the aggregate amount total of all Damages with respect to claims such matters exceeds two percent (2%) of the Indemnified Parties indemnifiable hereunder aggregate value (taking into account based on the Concierge Per Claim ThresholdShare Price) of the Purchase Price actually issued by Concierge to Sellers (the “Deductible”), and then only for the amount by which such Damages exceed the Deductible; provided, however, that in no event shall the aggregate amount payable by the Sellers under Section 11.2(b)(i) and (b)(ii) exceed $8,500,000 (the “Cap”). (b) Notwithstanding anything to the contrary contained herein, (i) all obligations of Sellers to make indemnification payments under this Article XI shall be satisfied by the transfer from Sellers to Concierge of Concierge Shares having an aggregate value (based on the Concierge Per-Share Price) equal to the amount of indemnification owed; (ii) in no event shall any Seller be liable for indemnification under Section 11.2(a) in excess of the Deductible Amount. Notwithstanding value of the foregoing, Concierge Shares actually received by such Seller (abased on the Concierge Per Share Price); and (iii) each Indemnified Party in no event shall any Seller be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability liable for indemnification with respect to the matters described under Section 11.2(b) for an amount in clause (a) excess of Section 11.2 (such Seller’s Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount Percentage of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification fully and finally determined to which an be due and payable to a Concierge Indemnified Party shall be entitled under this ARTICLE 11 thereunder (Indemnification; Remedies) as determined pursuant but subject at all times to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent PaymentArticle XI), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts).. 11.6

Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and untilNotwithstanding any provision herein to the contrary, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party no Purchaser Indemnitee shall be liable for entitled to indemnification pursuant to this Article XIII unless and until the aggregate amount of all Damages with respect for which all Purchaser Indemnitees are entitled to claims indemnification pursuant to this Article XIII exceeds $4,000,000 (the “Threshold Amount”), at which time the Purchaser Indemnitees shall be entitled to indemnification only to the extent all Damages for which all Purchaser Indemnitees are entitled to indemnification pursuant to this Article XIII exceed the Threshold Amount, (ii) the aggregate amount of Damages for which all Purchaser Indemnitees are entitled to indemnification pursuant to this Article XIII shall not exceed, in the Indemnified Parties indemnifiable hereunder aggregate, an amount equal to (taking into account x) 8,000,000 multiplied by (y) the Per Claim ThresholdClosing Stock Price (the “Indemnification Cap”) and (iii) in no event shall any Company Principal Shareholder be liable for any Damages in excess of such Company Principal Shareholder’s Applicable Percentage of the Deductible AmountMerger Consideration. Notwithstanding the foregoing, (a) each Indemnified Party all claims for indemnification by the Purchaser Indemnitees pursuant to this Article XIII shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification reduced by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of any insurance proceeds or tax benefits received by the Purchaser Indemnitees. In the event that any such insurance proceeds are actually realized by an indemnified party subsequent to the receipt by such indemnified party of an indemnification payment hereunder in respect of the claims to which an Indemnified Party such insurance proceeds relate, appropriate refunds shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which made promptly regarding the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (with each Buyer Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)indemnification payment.

Limitations on Amount. Neither Party will Seller, QED nor any QED Shareholder shall have liability (for indemnification or otherwise) with respect to claims under Section 9.01(a) until the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount total of all Damages with respect to claims such matters, together with Damages under Section 11 of the Indemnified Parties indemnifiable hereunder Asset Purchase Agreement, exceeds Two Hundred Thousand Dollars (taking into account $200,000.00) in the Per Claim Threshold) aggregate, and then for all amounts of such Damages in excess of One Hundred Thousand Dollars ($100,000.00) in the Deductible aggregate; provided, however, that the total aggregate amount of Damages recoverable by Purchaser and the other Purchaser Indemnified Persons pursuant to the provisions of this Article IX, together with Damages under Article 11 of the Asset Purchase Agreement, shall be limited to the Escrow Amount. Notwithstanding , other than for Damages arising in respect of the foregoingEscrow Exclusions, which Escrow Exclusions expressly include Damages in respect of Sections 8.01(g)(i), (aii) each Indemnified Party and (iii), 8.01(i) and 8.01(k) (such Sections 8.01(g)(i), (ii) and (iii), 8.01(i) and 8.01(k), herein the “BSI Escrow Exclusions”) of this Agreement (and none of Seller, QED or any QED Shareholder shall be entitled have personal liability for any claim for Damages under this Article IX except for BSI Escrow Exclusions, in the case of BSI, and for Escrow Exclusions, in the case of QED and the QED Shareholders and then only to recover forthe extent, and in the amount by which, Damages for Escrow Exclusions exceed the Escrow Amount, and in all events subject to the BSI Indemnity Cap, in the case of BSI, and the Per Claim Threshold Indemnity Cap, in the case of QED and the Deductible Amount QED Shareholders). Damages for the Escrow Exclusions, together with Damages under any other provision of Article 11 of the Asset Purchase Agreement and any other provision of this Agreement, shall not apply tobe limited to an indemnity cap of Eight Million Five Hundred Thousand Dollars ($8,500,000.00) (the “Indemnity Cap”) in the aggregate. Subject to the foregoing limitations, any including the Indemnity Cap, BSI will be liable for all Damages under this Article IX up to the BSI Indemnity Cap and QED and the QED Shareholders will be jointly and severally liable for all claims or payments made with respect to any breach or inaccuracy of a Fundamental RepresentationExcess Damages. Likewise, (b) Seller Parties Purchaser will have no liability (for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damagesor otherwise) with respect to any claim for indemnification hereunder claims under Section 9.02 until the total of all Damages with respect to which such matters, together with Damages under Section 11.4(a) of the Cap applies wouldAsset Purchase Agreement, but exceeds Fifty Thousand Dollars ($50,000) and then for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then entire amount of such Indemnified Party shall not be entitled to recover amounts above the CapDamages; provided, however, that if the Contingent Payment is paid to Seller Parties pursuant to Section 4.1 (Contingent Payment), (A) Seller Parties shall promptly pay to the Buyer Indemnified Parties the lesser of (x) the total aggregate amount of all Buyer Contingent Damages Amounts then outstanding (with each Buyer recoverable by Seller and the other Seller Indemnified Party being entitled to receive the respective Buyer Contingent Damages Amount owed to it as determined Persons pursuant to the provisions of Section 11.6(c) (Determination of Amount)) and (y) the Additional Cap Amount (9.02, together with each Buyer Indemnified Party being entitled to receive its pro rata portion all Damages recoverable by QED under Section 11.4 of the Additional Cap Amount based on Asset Purchase Agreement, shall be limited to Damages not exceeding an indemnity cap of Eight Million Five Hundred Thousand Dollars ($8,500,000.00) in the relationship that the Buyer Contingent Damages Amount owed to such Buyer Indemnified Party bears to the aggregate amount of all Buyer Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Buyer Contingent Damages Amounts) and (B) Buyer shall promptly pay to the Seller Indemnified Parties the lesser of (a) the aggregate amount of all Seller Contingent Damages Amounts then outstanding (with each Seller Indemnified Party being entitled to receive the respective Seller Contingent Damages Amount owed to it as determined pursuant to Section 11.6(c) (Determination of Amount)) and (b) the Additional Cap Amount (with each Seller Indemnified Party being entitled to receive its pro rata portion of the Additional Cap Amount based on the relationship that the Seller Contingent Damages Amount owed to such Seller Indemnified Party bears to the aggregate amount of all Seller Contingent Damages Amounts, if the Additional Cap Amount is insufficient to pay all Seller Contingent Damages Amounts)aggregate.