Common use of Indemnification Amounts Clause in Contracts

Indemnification Amounts. (a) Notwithstanding anything to the contrary contained herein, the Sellers shall not have any liability under Sections 6.1(a)(i)(A) or (D) hereof unless at least $67,500 of damage is suffered by the Purchaser ("Minimum Purchaser's Damages") by reason of the matters described therein, in which event the Sellers shall be liable for the amount of all such damage. In addition, the aggregate liability of the Sellers under Sections 6.1(a)(i)(A) and (D) hereof shall at any time be limited to the amount of the principal and interest then outstanding under the Promissory Note; provided, however, that there shall be no Minimum Purchaser's Damages applicable to liability of the Sellers with respect to any claim that may be made by the Purchaser (i) pursuant to Section 6.1(a)(i)(A) with respect to a breach of Section 3.2, Section 3.3, the second sentence of Section 3.8(c), Section 3.13, Section 3.15 or Section 3.17 hereof, (ii) pursuant to Sections 6.1(a)(i)(B), (C) or (E) hereof, or (iii) with respect to any fraudulent act or omission by any Seller. (b) Notwithstanding anything to the contrary contained herein, the Purchaser shall not have any liability under Sections 6.2(a)(i)(A) hereof unless at least $67,500 of damage is suffered by the Sellers ("Minimum Sellers' Damages") by reason of the matters described therein, in which event the Purchaser shall be liable for the amount of all such damage; provided, however, that there shall be no Minimum Sellers' Damages applicable to liability of the Purchaser with respect to any claim that may be made by the Sellers (i) pursuant to Section 6.2(a)(i)(A) with respect to a breach of Section 2.2 hereof, (ii) pursuant to Sections 6.2(a)(i)(B) or (C) hereof, or (iii) with respect to any fraudulent act or omission by the Purchaser.

Indemnification Amounts. (a) Except as otherwise provided in this Section 8.4(a), (i) the Company shall not have any liability under Section 8.1(a)(i)(A) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $150,000 (the “Company Deductible”), at which time the Company shall be liable for the full amount of all Losses in excess of the Company Deductible and (ii) the Company’s aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Price; provided that, for purposes of this Section 8.4(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the representations and warranties of the Company contained in Article V. Notwithstanding anything to the contrary contained hereinimmediately preceding sentence, the Sellers Company shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.3 (Capitalization), Section 5.4 (Officers and Directors), the last sentence of Section 5.7 (Indebtedness), the last sentence of Section 5.8 (Liens on Inventory), the last sentence of Section 5.9 (Liens on Accounts Receivable), the second sentence of Section 5.10(b) (title to Real Property), the second sentence of Section 5.10(c) (title to Personal Property), Section 5.15 (Environmental Matters), Section 5.17 (Taxes), Section 5.18 (Employee Benefits), or Section 5.25 (Brokers). (b) The Company shall not have any liability under Section 8.1(a)(i)(D) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $250,000 (the “EAW Deductible”), at which time the Company shall be liable for the full amount of all Losses in excess of the EAW Deductible. (c) Except as otherwise provided in this Section 8.4(c), (i) the Purchaser shall not have any liability under Section 8.2(a)(i)(A) hereof until the aggregate of all Losses for which the Purchaser is liable under such Section are in excess of $150,000 (the “Purchaser Deductible”), at which time the Purchaser shall be liable for the full amount of all Losses in excess of the Purchaser Deductible and (ii) the Purchaser’s aggregate liability for Losses covered under Section 8.2(a)(i)(A) shall not exceed the sum of the Company Purchase Price, the Mackie Purchase Price and the ▇▇▇▇▇▇▇▇ Purchase Price. Notwithstanding the immediately preceding sentence, the Purchaser shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 2.2 (Authorization). (d) Except as otherwise provided in this Section 8.4(d), (i) the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Sellers, as applicable, shall not have any liability under Sections 6.1(a)(i)(A8.3(a)(i)(A) or and (Db)(i)(A) hereof unless until the aggregate of all Losses for which the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Sellers, as applicable, are liable under such Sections are in excess of $150,000 (the “Mackie/▇▇▇▇▇▇▇▇ Deductible”), at least $67,500 of damage is suffered by which time the Purchaser ("Minimum Purchaser's Damages") by reason of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the matters described therein▇▇▇▇▇▇▇▇ Sellers, in which event the Sellers as applicable, shall be liable for the full amount of all such damage. In addition, Losses in excess of the Mackie/▇▇▇▇▇▇▇▇ Deductible and (ii) the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’ and the ▇▇▇▇▇▇▇▇ Sellers’ aggregate liability of the Sellers for Losses covered under Sections 6.1(a)(i)(ASection 8.3(a)(i)(A) and (Db)(i)(A) hereof shall at any time not exceed the Mackie Purchase Price or the ▇▇▇▇▇▇▇▇ Purchase Price, as applicable. Notwithstanding the immediately preceding sentence, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Sellers, as applicable, shall be limited to liable for the full amount of the principal any and interest then outstanding under the Promissory Note; provided, however, that there shall be no Minimum Purchaser's Damages applicable to liability all Losses in respect of the Sellers with respect to any claim that may be made by the Purchaser (i) pursuant to Section 6.1(a)(i)(A) with respect to a breach of any of the representations and warranties contained in Section 3.2, Section 3.3, the second sentence of Section 3.8(c4.1 (Title), Section 3.13, Section 3.15 4.2 (Authorization) or Section 3.17 hereof, 4.4 (iiBrokers). (e) Any amount payable pursuant to Sections 6.1(a)(i)(B)this Article VIII shall be reduced by any amounts when, as and if actually received by the indemnified party under insurance policies, less the present value of any reasonably anticipated increase in insurance premiums on account of such Losses; provided that, nothing in this Agreement shall require any indemnified party to file a claim with or otherwise seek insurance coverage for any Losses it may suffer and for which it is entitled to indemnification pursuant to this Article VIII. (Cf) The parties hereto agree that the remedies provided in this Article VIII are the exclusive remedies for any breach of any representation or (E) hereofwarranty under this Agreement, or (iii) other than with respect to any fraudulent act or omission by any Sellera party hereto. (b) Notwithstanding anything to the contrary contained herein, the Purchaser shall not have any liability under Sections 6.2(a)(i)(A) hereof unless at least $67,500 of damage is suffered by the Sellers ("Minimum Sellers' Damages") by reason of the matters described therein, in which event the Purchaser shall be liable for the amount of all such damage; provided, however, that there shall be no Minimum Sellers' Damages applicable to liability of the Purchaser with respect to any claim that may be made by the Sellers (i) pursuant to Section 6.2(a)(i)(A) with respect to a breach of Section 2.2 hereof, (ii) pursuant to Sections 6.2(a)(i)(B) or (C) hereof, or (iii) with respect to any fraudulent act or omission by the Purchaser.

Indemnification Amounts. (a) Notwithstanding anything to the contrary contained herein, the Sellers Seller shall not have any liability under Sections 6.1(a)(i)(ASection 8.2(a)(i) or until the aggregate amount of Buyer’s Losses attributable to indemnification claims for which a Claim Notice was properly delivered to Seller pursuant to Section 8.3 exceeds $12,500,000 (D) hereof unless at least $67,500 of damage is suffered by the Purchaser ("Minimum Purchaser's Damages") by reason of the matters described therein“Basket Amount”), in which event the Sellers case Buyer shall be liable for entitled to Losses attributable to indemnification claims in an amount up to fifteen percent (15%) of the amount of all such damage. In addition, Purchase Price in the aggregate liability of (the Sellers under Sections 6.1(a)(i)(A) and (D) hereof shall at any time be limited to the amount of the principal and interest then outstanding under the Promissory Note“Cap Amount”); provided, however, that there Seller shall be liable only for the amount by which all Losses (up to the Cap Amount) under Section 8.2(a)(i) exceed the Basket Amount; provided, further, that no Minimum Purchaser's Damages applicable individual claim for payment of a Loss may be made under Section 8.2(a)(i) unless such claim is an amount of $25,000 or greater (the “Individual Claim Threshold”); and provided, further, (i) that the Basket Amount, Cap Amount and Individual Claim Threshold limitations shall not apply to liability of the Sellers any Losses arising under Sections 3.1, 3.2 (with respect to any claim that may be made by the Purchaser subsection (ia) pursuant to Section 6.1(a)(i)(Athereof only), 3.5(a) (with respect to a breach the last sentence thereof only), 3.6(a) (with respect to the first sentence thereof only), 3.11, 3.13 (with respect to Losses resulting or arising from breaches of Section 3.2, Section 3.3, the second sentence of Section 3.8(crepresentations and warranties therein with respect to Retained Benefit Plans only), Section 3.13, 3.14(f) (with respect to the first sentence thereof only) and Section 3.15 or Section 3.17 hereof, 3.15; and (ii) pursuant to Sections 6.1(a)(i)(B), (C) or (E) hereof, or (iii) with respect to any fraudulent act or omission by any SellerLosses arising under Section 3.21, Buyer shall, subject to the Basket Amount and the Individual Claim Threshold, be entitled to Losses in excess of the Cap Amount, with such excess being equal to the difference between $160,000,000 and the Cap Amount. (b) Notwithstanding anything to the contrary contained herein, the Purchaser Buyer shall not have any liability under Sections 6.2(a)(i)(A8.2(b)(i) hereof unless at least until the aggregate amount of Seller’s Losses attributable to indemnification claims for which a Claim Notice was properly delivered to Buyer pursuant to Section 8.3 exceeds $67,500 of damage is suffered by 12,500,000 (the Sellers ("Minimum Sellers' Damages") by reason of the matters described therein“Buyer Basket Amount”), in which event the Purchaser case Seller shall be liable for entitled to Losses attributable to indemnification claims in an amount up to fifteen percent (15%) of the amount of all such damagePurchase Price in the aggregate (the “Buyer Cap Amount”); provided, however, that there Buyer shall be liable only for the amount by which all Losses (up to the Buyer Cap Amount) under Section 8.2(b)(i) exceed the Buyer Basket Amount; provided, further, that no Minimum Sellers' Damages applicable individual claim for payment of a Loss may be made under Section 8.2(b)(i) unless such claim is an amount of $25,000 or greater (the “Buyer Individual Claim Threshold”); and provided, further, that the above Buyer Basket Amount, Buyer Cap Amount and Buyer Individual Claim Threshold limitations shall not apply to liability of the Purchaser any Losses arising under Sections 4.1, 4.2 (with respect to any claim that may be made by the Sellers subsection (ia) pursuant to Section 6.2(a)(i)(A) with respect to a breach of Section 2.2 hereof, (ii) pursuant to Sections 6.2(a)(i)(Bthereof only) or (C) hereof, or (iii) with respect to any fraudulent act or omission by the Purchaser4.4.