Common use of Limitation on Amount Clause in Contracts

Limitation on Amount. (a) Seller will have no obligation to indemnify Buyer for any Losses pursuant to Section 12.1, except to the extent that such Losses, taken together, exceed $1,000,000 (the “Seller Deductible”), and then only to the extent of such excess. In no event shall Seller be liable for Losses pursuant to Section 12.1 of more than 15% of the Purchase Price (as determined pursuant to Section 2.2.2 and without regard to Section 12.4(d)) in the aggregate (the “Seller Cap”). Notwithstanding anything to the contrary, the limitations on Seller’s obligations and liabilities set forth above in this Section 12.3.2(a) shall not apply to (i) Section 12.1(a) insofar as relating to Sections 3.2, 3.3(i) and/or 3.11 or the certifications in Seller’s Closing Certificate relating to said Sections 3.2, 3.3(i) and/or 3.11, (ii) Section 12.1(b) insofar as relating to any willful breach of any of the covenants or agreements of Seller contained in this Agreement that, by their nature, are performable at or prior to the Closing, (iii) Section 12.1(b) insofar as relating to any breach of any of the covenants or agreements of Seller contained in this Agreement that, by their nature, are performable after the Closing or (iv) Section 12.1(c) or 12.1(d) (provided that Section 12.1(d) shall be subject to the Seller Cap). Any amounts paid to any Buyer Indemnified Party relating to clauses (i), (ii), (iii) and/or (iv) of this Section 12.3.2(a) shall not count toward the Seller Deductible or (other than with respect to Section 12.1(d)) the Seller Cap, or otherwise be considered in determining whether the Seller Deductible has been reached or (other than with respect to Section 12.1(d)) the Seller Cap has been exceeded. (b) Buyer will have no obligation to indemnify Seller for any Losses pursuant to Section 12.2, except to the extent that such Losses, taken together, exceed $1,000,000 (the “Buyer Deductible”), and then only to the extent of such excess. In no event shall Buyer be liable for Losses pursuant to Section 12.2 of more than 15% of the Purchase Price (as determined pursuant to Section 2.2.2 and without regard to Section 12.4(d)) in the aggregate (the “Buyer Cap”). Notwithstanding anything to the contrary, the limitations on Buyer’s obligations and liabilities set forth above in this Section 12.3.2(b) shall not apply to (i) Section 12.2(a) insofar as relating to Sections 4.2 (Authorization and Validity of Agreement) and/or 4.3(i) (No Contravention) or the certifications in the Buyer’s Closing Certificate relating to said Sections 4.2 and/or 4.3(i), (ii) Section 12.2(b) insofar as relating to any willful breach of any of the covenants or agreements of Buyer contained in this Agreement that, by their nature, are performable at or prior to the Closing or (iii) Section 12.2(b) insofar as relating to any breach of any of the covenants or agreements of Buyer contained in this Agreement that, by their nature, are performable after the Closing, including Section 7.7. Any amounts paid to any Seller Indemnified Party relating to clauses (i), (ii) and/or (iii) of this Section 12.3.2(b) shall not count toward the Buyer Deductible or Buyer Cap or otherwise be considered in determining whether the Buyer Deductible or Buyer Cap has been satisfied.

Limitation on Amount. (a) Seller will have no obligation Other than with respect to indemnify Buyer any claim for any Losses pursuant to a breach of the representation in Section 12.1, except to the extent that such Losses, taken together, exceed $1,000,000 3.1 (the “Seller Deductible”Sellers’ Partnership/Corporate Matters), Section 3.3 (Ownership of Interests) and then only to the extent of such excess. In no event shall Seller be liable for Losses pursuant to Section 12.1 of more 4.1 (Partnership/Corporate Matters) (other than 15% of the Purchase Price (as determined pursuant to Section 2.2.2 and without regard to Section 12.4(d4.1(g)) in the aggregate (the “Seller Cap”). Notwithstanding anything to the contrary, the limitations on Seller’s obligations and liabilities set forth above in this Section 12.3.2(a) which shall not apply to (i) Section 12.1(a) insofar as relating to Sections 3.2, 3.3(i) and/or 3.11 or the certifications in Seller’s Closing Certificate relating to said Sections 3.2, 3.3(i) and/or 3.11, (ii) Section 12.1(b) insofar as relating to any willful breach of any of the covenants or agreements of Seller contained in this Agreement that, by their nature, are performable at or prior to the Closing, (iii) Section 12.1(b) insofar as relating to any breach of any of the covenants or agreements of Seller contained in this Agreement that, by their nature, are performable after the Closing or (iv) Section 12.1(c) or 12.1(d) (provided that Section 12.1(d) shall be subject to the Seller Cap). Any amounts paid to any Buyer Indemnified Party relating to clauses (ilimitation set forth in this Section 8.4(a), (ii), (iii) and/or (iv) of this Section 12.3.2(a) the Purchaser Indemnified Parties shall not count toward the Seller Deductible or (other than with respect be entitled to recover any amount pursuant to Section 12.1(d)8.2(i) until and unless the Seller Cap, or otherwise aggregate amount of all Covered Losses claimed by the Purchaser Indemnified Parties exceeds $500,000 in which event the Purchaser Indemnified Parties shall be considered entitled to recover amounts for all Covered Losses in determining whether the Seller Deductible has been reached or (other than with respect to Section 12.1(d)) the Seller Cap has been exceededexcess of $400,000. (b) Buyer will have no obligation to indemnify Seller for The aggregate amount of any Losses claims made pursuant to Section 12.28.2(iv) shall not exceed $2.4 million (plus interest from the date of such claim). (c) The Purchaser Indemnified Parties shall be entitled to recover any amounts pursuant to Section 8.2(iv), except with respect to any amounts due pursuant to Section 6.11, solely from the extent that such Losses, taken together, exceed $1,000,000 (the “Buyer Deductible”)Escrow Amount, and then only the Purchaser Indemnified Parties shall be entitled to seek recourse from Sellers for all other amounts pursuant to Section 8.2 first from the extent Escrow Amount and in the event the Escrow Amount is insufficient, the Purchaser Indemnified Parties shall be entitled to seek recourse from the Sellers for any amounts in excess of such excessthe amount remaining in the Escrow Amount; provided, however, that the Purchaser Indemnified Parties shall be entitled to seek recourse from Sellers and/or the Escrow Amount, at the Purchaser Indemnified Parties’ election, for any amounts that arise from an indemnification agreement, made by and among Partnership, M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, and Mr. J▇▇▇▇ ▇▇▇▇▇▇, in the form provided in Schedule 8.4(c) of the Disclosure Letter, to be dated on or prior to Closing. (d) In no event shall Buyer be liable for Losses pursuant to Section 12.2 of more than 15% of the Purchase Price (as determined pursuant to Section 2.2.2 and without regard to Section 12.4(d)) in the aggregate obligation of Sellers, collectively, to indemnify the Purchaser Indemnified Parties for all claims under this ARTICLE VIII exceed $45,500,000, which shall be inclusive of and not in addition to the Escrow Amount (the “Buyer Cap”). Notwithstanding anything to ; provided that the contrary, the limitations on Buyer’s obligations and liabilities set forth above in this Section 12.3.2(b) Cap shall not apply to any breach by Sellers of the representations and warranties set forth in Section 3.3. (ie) The limitations set forth in this Section 12.2(a8.4 will not apply to any claim based on fraud or any other intentional or willful breach by Sellers of any representations, warranties, covenants, agreements or undertakings of Sellers required to be performed by or on behalf of them under this Agreement. For the avoidance of doubt, the limitations set forth in this Section 8.4 (other than Section 8.4(d)) insofar as will not apply to any claims relating to Sections 4.2 (Authorization and Validity of Agreement) and/or 4.3(i) (No Contravention) or the certifications in the Buyer’s Closing Certificate relating to said Sections 4.2 and/or 4.3(i), (ii) Section 12.2(b) insofar as relating to any willful breach of any of the covenants or agreements of Buyer contained in this Agreement that, by their nature, are performable at or prior to the Closing or (iii) Section 12.2(b) insofar as relating to any breach of any of the covenants or agreements of Buyer contained in this Agreement that, by their nature, are performable after the Closing, including Section 7.7. Any amounts paid to any Seller Indemnified Party relating to clauses (i), (ii) and/or (iii) of this Section 12.3.2(b) shall not count toward the Buyer Deductible or Buyer Cap or otherwise be considered in determining whether the Buyer Deductible or Buyer Cap has been satisfiedTaxes.

Limitation on Amount. (a) Seller will have Notwithstanding the foregoing, no obligation to indemnify Buyer claim made by the Indemnified Party against the Indemnifying Party for any Losses indemnification pursuant to Section 12.1, except 8.1 shall result in any liability to the extent that Indemnifying Party unless the aggregate of all such Losses, taken together, exceed claims made by the Indemnified Party pursuant to Section 8.1 exceeds $1,000,000 (the “Seller Deductible”)100,000, and then only to the extent of such excess. In no event shall Seller be liable for Losses pursuant to Section 12.1 of more than 15% of the Purchase Price (as determined pursuant to Section 2.2.2 and without regard to Section 12.4(d)) in the aggregate (the “Seller Cap”). Notwithstanding anything to the contraryaddition, the limitations on Seller’s obligations and liabilities set forth above in this following terms shall govern the Indemnifying Party's liability: (1) To the extent any claim made by Buyer against Seller under Section 12.3.2(a) shall not apply to (i) Section 12.1(a) insofar as relating to Sections 3.2, 3.3(i) and/or 3.11 or the certifications in Seller’s Closing Certificate relating to said Sections 3.2, 3.3(i) and/or 3.11, (ii) Section 12.1(b) insofar as relating to any willful 8.1 is based upon breach of any of the covenants representations and warranties made by Seller under Sections 3.6, 3.12, 3.14 or agreements 3.18 of this Agreement, Seller's liability to Buyer shall not exceed $750,000. (2) To the extent any claim made by Buyer against Seller contained in this Agreement that, by their nature, are performable at or prior to the Closing, (iii) under Section 12.1(b) insofar as relating to any 8.1 is based upon breach of any of the covenants representation, warranty or agreements of covenant made by Seller other than those contained in this Agreement thatSection 3.6, by their nature3.12, are performable after the Closing 3.14 or (iv) Section 12.1(c) or 12.1(d) (provided that Section 12.1(d) shall be subject to the Seller Cap). Any amounts paid to any Buyer Indemnified Party relating to clauses (i), (ii), (iii) and/or (iv) 3.18 of this Section 12.3.2(a) Agreement, Seller's liability to Buyer shall not count toward exceed the Seller Deductible or (other than with respect to Section 12.1(d)) the Seller Cap, or otherwise be considered in determining whether the Seller Deductible has been reached or (other than with respect to Section 12.1(d)) the Seller Cap has been exceededPurchase Price. (b3) Buyer will have no obligation to indemnify Seller for any Losses pursuant to Section 12.2, except to the extent that such Losses, taken together, exceed $1,000,000 (the “Buyer Deductible”), and then only to the extent of such excess. In no event shall the $100,000 exclusion from Seller's liability set forth above nor the foregoing limitations on Seller's liability apply with respect to any claim made by Buyer related to, arising out of, or in connection with the ▇▇▇▇▇ Contingency. In the event Buyer shall make a claim for indemnification against Seller related to, arising out of, or in connection with the ▇▇▇▇▇ Contingency, Seller shall be liable for Losses pursuant to Section 12.2 all losses, claims, damages, costs, expenses (including reasonable attorneys' and other advisors' fees), liabilities, concessions or judgments or amounts that are paid in settlement of more than 15% or in connection with any claim, action, suit, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, the ▇▇▇▇▇ Contingency. Such liability shall include all direct damages and out-of-pocket expenses incurred by Buyer including, but not limited to, return of the Purchase Price (as determined pursuant to Section 2.2.2 and without regard to Section 12.4(d)) any additional investment made by Buyer in the aggregate (the “Buyer Cap”). Notwithstanding anything to the contrary▇▇▇-▇▇▇▇▇▇, the limitations on Buyer’s obligations and liabilities set forth above in this Section 12.3.2(b) provided, however, that Seller shall not apply to (i) Section 12.2(a) insofar as relating to Sections 4.2 (Authorization and Validity of Agreement) and/or 4.3(i) (No Contravention) be liable hereunder for any claim based upon lost profits or any claim for the certifications in difference, if any, between the Buyer’s Closing Certificate relating to said Sections 4.2 and/or 4.3(i), (ii) Section 12.2(b) insofar as relating to any willful breach of any actual value of the covenants Shares and the Purchase Price or agreements of Buyer contained in this Agreement that, other similar consequential damages. (4) Buyer's liability for any claim made against it by their nature, are performable at or prior Seller under Section 8.1 shall be limited to the Closing or (iii) Section 12.2(b) insofar as relating to any breach of any of the covenants or agreements of Buyer contained in this Agreement that, by their nature, are performable after the Closing, including Section 7.7. Any amounts paid to any Seller Indemnified Party relating to clauses (i), (ii) and/or (iii) of this Section 12.3.2(b) shall not count toward the Buyer Deductible or Buyer Cap or otherwise be considered in determining whether the Buyer Deductible or Buyer Cap has been satisfied$375,000.

Limitation on Amount. (ai) Seller will The Obligors shall have no obligation to indemnify Buyer for pay any Losses pursuant to Section 12.1, except to Acquisition Subs' Indemnifiable Sum unless and until the extent that such Losses, taken together, exceed aggregate Acquisition Subs' Indemnifiable Sum exceeds $1,000,000 2,000,000 (the “Seller Deductible”"Threshold Indemnifiable Amount"), and then only to the extent of such excess. that the Acquisition Subs' Indemnifiable Sum exceeds the Threshold Indemnifiable Amount. (ii) In no event shall Seller the maximum liability of the Obligors collectively under this Article VI exceed Five Million Dollars ($5,000,000) (the "Collective Maximum Liability"). Accordingly, the maximum liability of each Obligor under this Article VI (the "Individual Maximum Liability") shall not exceed the Obligor's proportionate share of liability as determined in accordance with Section 6.3(b) multiplied by the Collective Maximum Liability (e.g., the Principal Shareholder's maximum liability under this Article VI shall not exceed $1,625,000 (32.5% of $5,000,000)). (iii) Notwithstanding the foregoing: (A) the Principal Shareholder shall be liable for Losses pursuant to Section 12.1 of more than 15% of the Purchase Price (as determined pursuant to Section 2.2.2 on a first dollar basis, and without regard to Section 12.4(d)) in the aggregate (the “Seller Cap”). Notwithstanding anything to the contrary, the limitations on Seller’s obligations and liabilities set forth above in this Section 12.3.2(a) shall not apply to (i) Section 12.1(a) insofar as relating to Sections 3.2, 3.3(i) and/or 3.11 Threshold Indemnifiable Amount or the certifications in Seller’s Closing Certificate relating to said Sections 3.2Individual Maximum Liability, 3.3(ifor Acquisition Subs' Indemnifiable Amounts arising under Section 6.3(a)(i) and/or 3.11, (ii) Section 12.1(b) insofar as relating to any willful breach of any of the covenants or agreements of Seller contained in this Agreement that, by their nature, are performable at or prior to the Closing, (iii) Section 12.1(b) insofar as relating to any breach of any of the covenants or agreements of Seller contained in this Agreement that, by their nature, are performable after the Closing or (iv) Section 12.1(c) or 12.1(d) (provided that Section 12.1(d) shall be subject to the Seller Cap). Any amounts paid to any Buyer Indemnified Party relating to clauses (i), (ii), (iii) and/or (iv) of this Section 12.3.2(a) shall not count toward the Seller Deductible or (other than with respect to Section 12.1(d)) the Seller Cap, or otherwise be considered in determining whether the Seller Deductible has been reached or (other than with respect to Section 12.1(d)) the Seller Cap has been exceeded. (b) Buyer will have no obligation to indemnify Seller for any Losses pursuant to Section 12.2, except if and to the extent that the Principal Shareholder or WRM (as defined in Section 7.10) had actual knowledge (with no duty to investigate) of the inaccuracy of the applicable representation or warranty and, with fraudulent intent, allowed the Company to make such Losses, taken together, exceed $1,000,000 (inaccurate representation or warranty. Principal Shareholder acknowledges that for the “Buyer Deductible”purposes of this Section 6.3(c)(iii)(A) an inaccuracy of any applicable representation and warranty is material and in an action based on this Section 6.3(c)(iii)(A), reliance on an applicable representation or warranty is justified and then only Principal Shareholder will not assert to the extent of such excess. In no event contrary as a defense. (B) SBF (as defined in Section 7.10) shall Buyer be liable for Losses pursuant to Section 12.2 of more than 15% of the Purchase Price (as determined pursuant to Section 2.2.2 on a first dollar basis, and without regard to the Threshold Indemnifiable Amount or the Individual Maximum Liability, for Acquisition Subs' Indemnifiable Amounts arising under Section 12.4(d)6.3(a)(i) in the aggregate (the “Buyer Cap”). Notwithstanding anything if and to the contrary, the limitations on Buyer’s obligations and liabilities set forth above in this Section 12.3.2(bextent that SBF had actual knowledge (with no duty to investigate) shall not apply to (i) Section 12.2(a) insofar as relating to Sections 4.2 (Authorization and Validity of Agreement) and/or 4.3(i) (No Contravention) or the certifications in the Buyer’s Closing Certificate relating to said Sections 4.2 and/or 4.3(i), (ii) Section 12.2(b) insofar as relating to any willful breach of any of the covenants or agreements of Buyer contained in this Agreement that, by their nature, are performable at or prior to the Closing or (iii) Section 12.2(b) insofar as relating to any breach of any inaccuracy of the covenants applicable representation or agreements of Buyer contained in this Agreement thatwarranty and, by their naturewith fraudulent intent, are performable after allowed the Closing, including Section 7.7Company to make such inaccurate representation or warranty. Any amounts paid to any Seller Indemnified Party relating to clauses (i), (ii) and/or (iii) SBF acknowledges that for the purposes of this Section 12.3.2(b6.3(c)(iii)(B) shall not count toward the Buyer Deductible or Buyer Cap or otherwise be considered an inaccuracy of any applicable representation and warranty is material and in determining whether the Buyer Deductible or Buyer Cap has been satisfied.an action based on this Section 6.3(c)(iii)(B) reliance on an applicable