Common use of Dollar Limitations Clause in Contracts

Dollar Limitations. The Indemnitor shall not be liable to indemnify and hold harmless the Indemnitees for any Damages until the Indemnitees have first suffered, sustained or incurred aggregate losses relating to such matters in excess of $500,000, excluding any item or series of related items less than $50,000, at which point the Indemnitor will be liable to indemnify the Indemnitees and hold them harmless from and against all such Damages in excess of the foregoing $500,000 deductible amount. Except for Damages owed (a) by Buyers to Seller Indemnitees related to the Assigned Contracts to the extent related to the period after the Closing Date, (b) by Seller to Buyer Indemnitees related to the Assigned Contracts to the extent related to the period on or before the Closing Date, which shall not be capped, the Indemnitor shall not be liable to indemnify the Indemnitees for such Damages in excess of the Purchase Price after giving effect to the Purchase Price Adjustment. Applied to 10.1, “Indemnitor” shall mean Seller and “Indemnitees” shall mean the Buyer Indemnitees. Applied to 10.2, “Indemnitor” shall mean Buyers and the “Indemnitees” shall mean Seller Indemnities. The limitations set forth in this Section 10.3 shall not apply to (a) Damages related to the breach of any representation or warranty contained in Sections 4.1(a), 4.1(b), 4.1(c)(iii), 4.3, 4.11, 5.1(a), 5.1(b) or 5.1(c)(iii) (collectively, the “Fundamental Representations”) or (b) Section 6.8.