Common use of Limitations on Amount Clause in Contracts

Limitations on Amount. Seller and Shareholders Seller and Shareholders shall have no liability for indemnification until the total of all Damages with respect to such matters exceeds $250,000 (the “Basket”), and then only for the amount by which such Damages exceed the Basket; provided, however, that if, prior to the Closing, Buyer has asserted claims for Damages in an aggregate amount exceeding the Basket and the Closing occurs, from and after the Closing, Seller and Shareholders shall have no liability for indemnification with respect to claims under Section 11.2(a) until the total of all Damages (in excess of the Basket) with respect to such matters exceeds $10,000, and then for the entire amount of such Damages, including those not in excess of $10,000; provided, further, that in the event that the aggregate amount of such Damages does not exceed $10,000 on the second anniversary of the Closing Date, Seller and Shareholders shall have liability with respect to all such claims regardless of amount. Seller’s and the Shareholders’ aggregate liability for money Damages will not exceed an amount equal to $9,000,000. However, this Section 11.4 will not apply to claims under Section 11.2(b) through (h) or to matters arising in respect of Sections 3.1, 3.2, 3.8, 3.11, 3.13, 3.18, 3.23, 3.24 or 3.28 or to any intentional breach by Seller or either Shareholder of any covenant or obligation or claims for fraud, and Seller and the Shareholder responsible for such intentional breach will be jointly and severally liable for all Damages with respect to such breaches. Seller and Shareholders shall have no liability for indemnification with respect to matters arising in respect of Section 3.4 to the extent that Buyer is fully reimbursed in respect of such matters by virtue of the reduction in the Purchase Price as a result of the EBITDA Audit Adjustment. The amount of Damages required to be paid by Seller and Shareholders in respect of Damages will be reduced to the extent of 75% of any amounts Buyer actually receives pursuant to the terms of the insurance policies (if any) covering any such Damages. In addition, to the extent that any Damages in respect of which Seller is indemnified result in an actual reduction in the Tax Liabilities of Seller (“Seller Tax Benefit”) after taking into account any increased Tax Liabilities or decreased asset bases created by receipt of any indemnification payments hereunder, all as determined by Seller in its sole discretion, Seller shall repay to Buyer, as the case may be, such net amount; provided, however, that any disallowance or reduction of any Seller Tax Benefit subsequent to the year of realization including any related interest and penalties shall be treated as Damages and shall be subject to indemnification by Buyer hereunder. Notwithstanding anything in this Agreement to the contrary, in no event shall Seller or the Shareholders have liability for indemnification in respect of any Pre-Closing Claims (other than claims relating to sales and use taxes) for any amount in excess of the Certified Damages Amount, regardless of whether the Certified Damages Amount, as certified by Buyer, was accurate. If, however, a certificate delivered by Buyer pursuant to Section 11.1 states that the amount of Damages relating to the matter described therein are not ascertainable, if the Closing occurs, the amount of such Damages shall not be limited by virtue of the fact that Buyer delivered a certificate pursuant to Section 11.1.

Limitations on Amount. Seller and Shareholders Seller and Shareholders (a) The Sellers shall have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) of Section 10.2 (exclusive of Damages arising from or related to any Breach by CAC or Sellers of any representation or warranty under Sections 3.3, 3.10, 3A.3, 3A.4 or 3A.6 or a claim based on fraud) until the total aggregate of all claims for Damages with respect to such matters exceeds $250,000 500,000 (the “Indemnification Basket”), and then only only, in the aggregate, for the amount by which such Damages exceed the Indemnification Basket; provided, however, that if, prior to the Closing, Buyer has asserted . The aggregate liability of all Sellers for all claims for Damages in an aggregate amount exceeding the Basket (exclusive of Damages arising from or related to of claims arising out of or related to (i) fraud, (ii) claims with respect to any covenant or obligation to be performed and the Closing occurs, from and complied with after the Closing, Seller (iii) indemnification obligations pursuant to Sections 10.2(c) through (e) and Shareholders (iv) any Breach by CAC or the Sellers of any representation or warranty under Sections 3.3, 3.10, 3A.3, 3A.4 or 3A.6, with Damages related to the items set forth in clauses (i), (ii), (iii) and (iv) collectively referred to as, the “Cap Excluded Damages”) shall have no be limited to $7,000,000 (the “Indemnification Cap”) and each Seller’s aggregate liability for indemnification such Damages (but not with respect to claims under Section 11.2(athe Cap Excluded Damages) until shall be limited to such Seller’s Pro Rata Percentage of the total Indemnification Cap. The aggregate liability of all Sellers’ for all claims for Damages (in excess arising from or related to any Breach by CAC or Sellers of any representation or warranty under Sections 3.3, 3.10, 3A.3, 3A.4 or 3A.6 and any other Cap Excluded Damages shall be limited to the Basket) with respect to such matters exceeds $10,000, Adjusted Equity Value and then for the entire amount of such Damages, including those not in excess of $10,000; provided, further, that in the event that the aggregate amount of such Damages does not exceed $10,000 on the second anniversary of the Closing Date, Seller and Shareholders shall have liability with respect to all such claims regardless of amount. each Seller’s and the Shareholders’ aggregate liability for money Damages will not exceed an amount equal to $9,000,000. However, this Section 11.4 will not apply to claims under Section 11.2(b) through (h) or to matters arising in respect of Sections 3.1, 3.2, 3.8, 3.11, 3.13, 3.18, 3.23, 3.24 or 3.28 or to any intentional breach by Seller or either Shareholder of any covenant or obligation or claims for fraud, and Seller and the Shareholder responsible for such intentional breach will be jointly and severally liable for all Damages with respect to such breaches. Seller and Shareholders shall have no liability for indemnification with respect to matters arising in respect of Section 3.4 to the extent that Buyer is fully reimbursed in respect of such matters by virtue of the reduction in the Purchase Price as a result of the EBITDA Audit Adjustment. The amount of Damages required to be paid by Seller and Shareholders in respect of Damages will be reduced to the extent of 75% of any amounts Buyer actually receives pursuant to the terms of the insurance policies (if any) covering any such Damages. In addition, to the extent that any Damages in respect of which Seller is indemnified result in an actual reduction in the Tax Liabilities of Seller (“Seller Tax Benefit”) after taking into account any increased Tax Liabilities or decreased asset bases created by receipt of any indemnification payments hereunder, all as determined by Seller in its sole discretion, Seller shall repay to Buyer, as the case may be, such net amount; provided, however, that any disallowance or reduction of any Seller Tax Benefit subsequent to the year of realization including any related interest and penalties shall be treated as Damages and shall be subject to indemnification by Buyer hereunder. Notwithstanding anything in this Agreement to the contrary, in no event shall Seller or the Shareholders have liability for indemnification in respect of any Pre-Closing Claims (other than claims relating to sales and use taxes) for any amount in excess of the Certified Damages Amount, regardless of whether the Certified Damages Amount, as certified by Buyer, was accurate. If, however, a certificate delivered by Buyer pursuant to Section 11.1 states that the amount of Damages relating to the matter described therein are not ascertainable, if the Closing occurs, the amount of such Damages shall not be limited by virtue to such Seller’s Pro Rata Percentage of the fact that Buyer delivered a certificate pursuant to Section 11.1Adjusted Equity Value.

Limitations on Amount. Seller and Shareholders Seller and Shareholders Neither Shareholder, the Company nor --------------------- InterCept shall have no liability (for indemnification or otherwise) to the other with respect to the matters described in this Section 7.11 unless and until the total of all Damages damages incurred by either party with respect to such matters exceeds $250,000 (the “Basket”)700,000, and then only for the amount by which such Damages exceed the Basket; provided, however, that ifthe foregoing limitation shall not apply to (i) damages payable for Losses, prior if any, (x) referred to in the last sentence of Section 7.11(a), (y) arising out of a misrepresentation in Section 4.39 or (z) arising out of a breach of the covenant set forth in Sections 7.25; or (ii) any matter specifically covered in the Escrow Agreement, which shall be handled instead as provided in the Escrow Agreement. The maximum exposure and liability of Shareholder and the Company under the indemnity set forth in this Section 7.11 shall be restricted to the ClosingEscrow Shares, Buyer has asserted claims for Damages in an aggregate provided that the limitation on the amount exceeding the Basket and the Closing occurs, from and after the Closing, Seller and Shareholders shall have no liability for indemnification with respect to claims under Section 11.2(a) until the total of all Damages (in excess of the Basket) with respect to such matters exceeds $10,000, and then damages payable for the entire amount of such DamagesLosses, including those not in excess of $10,000; providedif any, further, that referred to in the event that last sentence of Section 7.11(a) and for Losses arising out of a misrepresentation in Section 4.39 shall be $70,000,000 and shall not be restricted to the aggregate amount Escrow Shares. The maximum exposure and liability of such Damages does not exceed $10,000 on InterCept to the second anniversary of the Closing Date, Seller and Shareholders SLM Indemnified Persons under this indemnity clause shall have liability with respect to all such claims regardless of amount. Seller’s and the Shareholders’ aggregate liability for money Damages will not exceed an amount equal be restricted to $9,000,0001,800,000. However, the provisions of this Section 11.4 7.11(c) will not apply to claims under Section 11.2(b) through (h) a fraudulent or to matters arising in respect of Sections 3.1, 3.2, 3.8, 3.11, 3.13, 3.18, 3.23, 3.24 or 3.28 or to any intentional breach by Seller or either Shareholder any party of any covenant representation or obligation or claims for fraud, and Seller and the Shareholder responsible for such intentional breach will be jointly and severally liable for all Damages with respect to such breaches. Seller and Shareholders shall have no liability for indemnification with respect to matters arising in respect of Section 3.4 to the extent that Buyer is fully reimbursed in respect of such matters by virtue of the reduction in the Purchase Price as a result of the EBITDA Audit Adjustmentwarranty. The amount indemnification obligations of Damages required to be paid by Seller Shareholder, the Company and Shareholders in respect of Damages will be reduced to the extent of 75% of any amounts Buyer actually receives pursuant to the terms of the insurance policies (if any) covering any such Damages. In addition, to the extent that any Damages in respect of which Seller is indemnified result in an actual reduction in the Tax Liabilities of Seller (“Seller Tax Benefit”) after taking into account any increased Tax Liabilities or decreased asset bases created by receipt of any indemnification payments hereunder, all as determined by Seller in its sole discretion, Seller shall repay to Buyer, as the case may be, such net amount; provided, however, that any disallowance or reduction of any Seller Tax Benefit subsequent to the year of realization including any related interest and penalties shall be treated as Damages and Intercept shall be subject to indemnification by Buyer hereunder. Notwithstanding anything the survival limitations set forth in this Agreement to the contrarySection 7.10, in no event shall Seller or the Shareholders have liability for indemnification in respect of any Pre-Closing Claims (other than claims relating to sales and use taxes) for any amount in excess of the Certified Damages Amount, regardless of whether the Certified Damages Amount, as certified by Buyer, was accurate. If, however, a certificate delivered by Buyer pursuant to Section 11.1 states that the amount of Damages relating to the matter described therein are not ascertainableafter which time, if the Closing occursno Losses have been asserted against a party, the amount of such Damages then that party shall not be limited by virtue of the fact that Buyer delivered a certificate pursuant to Section 11.1have no further liability hereunder.

Limitations on Amount. Seller (a) Except with respect to claims resulting or arising from or based upon fraud, the Parent Indemnified Persons shall not have any right to indemnification or to be held harmless under Section 11.2(a) for the breach of any of the Company’s representations and Shareholders Seller warranties, except for breaches of any of the representations or warranties in Sections 3.1 (Organization and Shareholders shall have no liability for indemnification Good Standing), 3.2 (Authority), 3.3 (No Conflict), 3.4 (Capitalization), 3.5 (Subsidiaries), 3.13 (Tax Matters), 3.15 (Employee Benefits), 3.17 (Legal Proceedings; Orders), 3.24 (Intellectual Property), 3.25 (Certain Payments) or 3.32 (HIPAA/HITECH Compliance) (collectively, the “Fundamental Representations”), until the total aggregate of all Damages with respect to such matters exceeds $250,000 (the “BasketDeductible Amount”), and then only in which event the Securityholders shall be responsible for the amount by which such Damages exceed the Basket; provided, however, that if, prior to the Closing, Buyer has asserted claims for Damages in an aggregate amount exceeding the Basket and the Closing occurs, from and after the Closing, Seller and Shareholders Parent Indemnified Persons shall have no liability be indemnified for indemnification with respect to claims under Section 11.2(a) until the total of all Damages (in excess of such amount. Any claim for indemnification for the Basketbreach by the Company of any of the Fundamental Representations or any claim for indemnification based upon any of Sections 11.2(b) with respect through and including 11.2(m) and any of the matters set forth therein may be made regardless of whether the amount of Damages exceeds or is less than the Deductible Amount and the Securityholders shall be obligated to indemnify and hold harmless the Parent Indemnified Persons for, the entire amount of such matters Damages up to the aggregate limit set forth in this Section 11.4. A claim for Damages resulting or arising or based upon fraud may be made regardless of whether the amount of Damages exceeds $10,000, or is less than the Deductible Amount and then Securityholders shall be obligated to indemnify and hold harmless the Parent Indemnified Person for the entire amount of such Damages, including those not in excess of $10,000; provided, further, that in the event that the aggregate amount of such Damages does not exceed $10,000 on the second anniversary of the Closing Date, Seller and Shareholders shall have liability with respect to all such claims regardless of amount. Seller’s and the Shareholders’ aggregate liability for money Damages will not exceed an amount equal to $9,000,000. However, this Section 11.4 will not apply to claims under Section 11.2(b) through (h) or to matters arising in respect of Sections 3.1, 3.2, 3.8, 3.11, 3.13, 3.18, 3.23, 3.24 or 3.28 or to any intentional breach by Seller or either Shareholder of any covenant or obligation or claims for fraud, and Seller and the Shareholder responsible for such intentional breach will be jointly and severally liable for all Damages with respect to such breaches. Seller and Shareholders shall have no liability for indemnification with respect to matters arising in respect of Section 3.4 to the extent that Buyer is fully reimbursed in respect of such matters by virtue of the reduction in the Purchase Price as a result of the EBITDA Audit Adjustment. The amount of Damages required to be paid by Seller and Shareholders in respect of Damages will be reduced to the extent of 75% of any amounts Buyer actually receives pursuant to the terms of the insurance policies (if any) covering any such Damages. In addition, to the extent that any Damages in respect of which Seller is indemnified result in an actual reduction in the Tax Liabilities of Seller (“Seller Tax Benefit”) after taking into account any increased Tax Liabilities or decreased asset bases created by receipt of any indemnification payments hereunder, all as determined by Seller in its sole discretion, Seller shall repay to Buyer, as the case may be, such net amount; provided, however, that any disallowance or reduction of any Seller Tax Benefit subsequent to the year of realization including any related interest and penalties shall be treated as Damages and shall be subject to indemnification by Buyer hereunder. Notwithstanding anything in this Agreement to the contrary, in no event shall Seller or the Shareholders have liability for indemnification in respect of any Pre-Closing Claims (other than claims relating to sales and use taxes) for any amount in excess of the Certified Damages Amount, regardless of whether the Certified Damages Amount, as certified by Buyer, was accurate. If, however, a certificate delivered by Buyer pursuant to Section 11.1 states that the amount of Damages relating to the matter described therein are not ascertainable, if the Closing occurs, the amount of such Damages shall not be limited by virtue of the fact that Buyer delivered a certificate pursuant to Section 11.1.

Limitations on Amount. Seller and Shareholders Seller and Shareholders shall Buyer Buyer will have no liability for indemnification until the total of all Damages with respect to such matters exceeds $250,000 (the “Basket”), and then only for the amount by which such Damages exceed the Basket; provided, however, that if, prior to the Closing, Buyer has asserted claims for Damages in an aggregate amount exceeding the Basket and the Closing occurs, from and after the Closing, Seller and Shareholders shall have no liability for indemnification with respect to claims under Section 11.2(a) until the total of all Damages (in excess of the Basket) with respect to such matters exceeds $10,000, and then for the entire amount of such Damages, including those not in excess of $10,000; provided, further, that in the event that the aggregate amount of such Damages does not exceed $10,000 on the second anniversary of the Closing Date, Seller and Shareholders shall have liability with respect to all such claims regardless of amount. SellerBuyer’s and the Shareholders’ aggregate liability for money Damages will not exceed an amount equal to $9,000,000. However, this Section 11.4 11.5 will not apply to claims under Section 11.2(b11.3(b) through (he) or to matters arising in respect of Sections 3.1Section 4.1, 3.24.2, 3.8, 3.11, 3.13, 3.18, 3.23, 3.24 4.5 or 3.28 4.6 or to any intentional breach by Seller or either Shareholder Buyer of any covenant or obligation or claims for fraud, and Seller and the Shareholder responsible for such intentional breach Buyer will be jointly and severally liable for all Damages with respect to such breaches. Seller and Shareholders shall have no liability for indemnification with respect to matters arising in respect of Section 3.4 to the extent that Buyer is fully reimbursed in respect of such matters by virtue of the reduction in the Purchase Price as a result of the EBITDA Audit Adjustment. The amount of Damages required to be paid by Seller and Shareholders Buyer in respect of Damages will be reduced to the extent of 75% of any amounts Buyer Seller and Shareholders actually receives receive pursuant to the terms of the insurance policies (if any) covering any such Damages. In addition, to the extent that any Damages in respect of which Seller is Buyer Indemnified Persons are indemnified result in an actual reduction in the Tax Liabilities of Seller Buyer Indemnified Persons (“Seller Buyer Tax Benefit”) after taking into account any increased Tax Liabilities or decreased asset bases created by receipt of any indemnification payments hereunder, all as determined by Seller Buyer in its sole discretion, Seller Buyer shall repay to BuyerSeller or Shareholders, as the case may be, such net amount; provided, however, that any disallowance or reduction of any Seller Buyer Tax Benefit subsequent to the year of realization including any related interest and penalties shall be treated as Damages and shall be subject to indemnification by Buyer Seller and Shareholders hereunder. Notwithstanding anything in this Agreement to the contrary, in no event shall Seller or the Shareholders have liability for indemnification in respect of any Pre-Closing Claims (other than claims relating to sales and use taxes) for any amount in excess of the Certified Damages Amount, regardless of whether the Certified Damages Amount, as certified by Buyer, was accurate. If, however, a certificate delivered by Buyer pursuant to Section 11.1 states that the amount of Damages relating to the matter described therein are not ascertainable, if the Closing occurs, the amount of such Damages shall not be limited by virtue of the fact that Buyer delivered a certificate pursuant to Section 11.1.