Common use of Certain Limits Clause in Contracts

Certain Limits. (a) Seller shall be liable to Buyer, and Buyer shall be liable to Seller, for Damages that are indemnifiable under Paragraphs 8.1(a) or 8.2(a), respectively, only to the extent that the aggregate amount of Damages exceeds $100,000. The foregoing deductible shall not apply to and every dollar of Damages shall be indemnifiable for breaches of the representations and warranties in Paragraphs 4.1, 4.2, 4.3, the first sentence of Paragraph 4.4, 4.10, 4.19, 4.23, 5.1, 5.2, 5.3, 5.5, 5.8 and 5.10. (b) If any representation, warranty or covenant subject to indemnification pursuant to Paragraph 8.1(a) or (b) or 8.2(a) or (b) contains a materiality qualification (e.g., "material," "materiality," "in all material respects," "material adverse effect" or similar qualifications), such materiality qualification shall have been deemed to have been met, and such representation, warranty or covenant shall be deemed to have been breached, if Buyer or Seller, as the case may be, incurs or is alleged to have incurred Damages for any breach with respect to each individual claim that exceeds $5,000 (such excess over $5,000 being the Damages for such claim).