Common use of Limitations on Indemnity Obligations Clause in Contracts

Limitations on Indemnity Obligations. (a) The Shareholders' liability under this Article 10 shall be limited to the following Losses incurred by Purchaser, the Company or the Subsidiary: (i) The Shareholders shall, in the aggregate, be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the "Deductible"); (ii) The aggregate amount of Losses for which each of the Shareholders shall be liable pursuant to this Section 10 shall not exceed the portion of the Purchase Price received by the Shareholder for his or her Shares; (iii) The Shareholders' liability for Losses shall be net of any insurance proceeds to which Purchaser, the Company or the Subsidiary is entitled under any applicable insurance and net of any other compensatory payments received by Purchaser, the Company or the Subsidiary, so long as doing so does not cancel or void any insurance coverage or policy of Purchaser, the Company or the Subsidiary; and (iv) The Shareholders" liability for Losses shall be limited to the net amount thereof after all tax benefits realized by Purchaser, the Company or the Subsidiary in connection therewith, and the amount of indemnification paid by Shareholders with respect to Losses shall be deemed a reduction of the Purchase Price received by such Shareholders for their Shares. (b) Purchaser's liability under this Article 10 shall be limited to the following Losses incurred by the Shareholders: (i) Purchaser shall be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds the Deductible, provided, however, that Purchaser, the Company and the Subsidiary shall be liable for all claims under Sections 6.5 and 10.3(c) without regard to the Deductible; (ii) The aggregate amount of Losses for which Purchaser shall be liable pursuant to this Section 10 shall not exceed the Purchase Price; and (iii) Purchaser's liability for Losses shall be limited to the net amount thereof after all tax benefits realized by the Shareholders in connection therewith.

Limitations on Indemnity Obligations. (a) The Shareholders' Principal Shareholder's liability under this Article 10 shall be limited to the following Losses incurred by Purchaser, the Company or the Subsidiary: (i) No claim may be made for indemnification of any Loss by Purchaser from Principal Shareholder unless such Loss exceeds Two Thousand Five Hundred Dollars ($2,500.00); provided, however, that in the case of any Loss attributable to Tax to the Companies for periods prior to the Closing or for Assumed Liabilities there shall be no minimum Loss amount. (ii) The Shareholders Principal Shareholder shall, in the aggregate, be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000250,000.00) (the "Deductible");. (iiiii) The aggregate amount of Losses for which each of the Shareholders Principal Shareholder shall be liable pursuant to this Section 10 shall not exceed the portion Purchase Price; provided, however, this limitation of the Purchase Price received maximum amount of indemnification by Principal Shareholder shall not apply to any Loss to Purchaser arising from the Shareholder for his Assumed Liabilities or her Shares;Excluded Assets. (iiiiv) The Shareholders' Principal Shareholder's liability for Losses shall be net of any insurance proceeds to which Purchaser, the Company or the Subsidiary Purchaser is entitled to receive under any applicable insurance and net of any other compensatory payments received by Purchaser, the Company or the Subsidiary, so long as doing so does not cancel or void any insurance coverage or policy of Purchaser, the Company or the Subsidiary; and (iv) The Shareholders" liability for Losses shall be limited applicable to the net amount thereof after all tax benefits realized by Purchaser, the Company or the Subsidiary in connection therewith, and the amount of indemnification paid by Shareholders with respect to Losses shall be deemed a reduction of the Purchase Price received by such Shareholders for their SharesLoss. (b) Purchaser's liability under this Article 10 shall be limited to the following Losses incurred by the Shareholders:Shareholders except as provided in Sections 5.3, 6.1 and 6.2. (i) No claim may be made for indemnification of any Loss by the Shareholders from Purchaser unless such Loss exceeds Two Thousand Five Hundred Dollars ($2,500.00); provided, however, that in the case of any Loss attributable to Tax to the Companies for periods after the Closing there shall be no minimum Loss amount, or, in the case of any Loss attributable to the ownership, operation or management of the Companies after the Closing Date there shall be no minimum Loss amount. (ii) Purchaser shall be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds the Deductible, ; provided, however, that Purchaserin the case of any Loss attributable to the ownership, operation or management of the Company and Companies after the Subsidiary Closing Date, there shall be liable for all claims under Sections 6.5 and 10.3(c) without regard to the no minimum Deductible;. (iiiii) The aggregate amount of Losses for which Purchaser shall be liable pursuant to this Section 10 shall not exceed the Purchase Price; andprovided, however, this limitation of the maximum amount of indemnification by Purchaser shall not apply to any Loss to the Shareholders arising from or related to the ownership, operation or management of the Companies by Purchaser after the Closing. (iiiiv) The Purchaser's liability for Losses shall be limited net of any insurance proceeds which the Principal Shareholder or the Shareholders are entitled to receive under any insurance coverage applicable to the net amount thereof after all tax benefits realized by the Shareholders in connection therewithLoss.

Limitations on Indemnity Obligations. (a) The Shareholders' liability under this Article 10 shall be limited to the following Losses incurred by Purchaser, the Company or the Subsidiary: (i) The Shareholders shall, in the aggregate, be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the "Deductible"); (ii) The aggregate amount of Losses for which each of the Shareholders shall be liable pursuant to this Section 10 shall not exceed the portion of the Purchase Price received by the Shareholder for his or her Shares; (iii) The Shareholders' liability for Losses shall be net of any insurance proceeds to which Purchaser, the Company or the Subsidiary is entitled under any applicable insurance and net of any other compensatory payments received by Purchaser, the Company or the Subsidiary, so long as doing so does not cancel or void any insurance coverage or policy of Purchaser, the Company or the Subsidiary; and. (iv) The Shareholders" ' liability for Losses shall be limited to the net amount thereof after all tax benefits realized by Purchaser, the Company or the Subsidiary in connection therewith, and the amount of indemnification paid by the Shareholders with respect to Losses shall be deemed a reduction of the Purchase Price received by such the Shareholders for their Shares; and (v) The trustees of trusts which are Shareholders shall have no personal liability of any nature except for wrongful distributions to the beneficiaries of such trusts after receipt of notice of a claim for indemnification hereunder. (b) Purchaser's liability under this Article 10 shall be limited to the following Losses incurred by the Shareholders: (i) Purchaser shall be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds the Deductible, provided, however, that Purchaser, the Company and the Subsidiary shall be liable for all claims under Sections 6.5 and 10.3(c) without regard to the Deductible; (ii) The aggregate amount of Losses for which Purchaser shall be liable pursuant to this Section 10 shall not exceed the Purchase Price; and (iii) Purchaser's liability for Losses shall be limited to the net amount thereof after all tax benefits realized by the Shareholders in connection therewith.

Limitations on Indemnity Obligations. The indemnity obligations of the Company or the Stockholders, as applicable (in either case, the "Company Indemnifying Party"), or Provant and the Provant Principals (collectively, the "Provant Indemnifying Party") (both the Company Indemnifying Party and the Provant Indemnifying Party being called generically the "Indemnifying Party"), under this Agreement shall be subject to the following limitations: (a) The Shareholders' liability under this Article 10 indemnity obligations of the Indemnifying Party shall be limited to the following Losses incurred by Purchaserexpire on September 15, the Company or the Subsidiary: (i) The Shareholders shall, in the aggregate, be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000) 1999 (the "DeductibleCut-off Date"); (ii) The aggregate amount of Losses for which each of the Shareholders shall be liable pursuant to this Section 10 shall not exceed the portion of the Purchase Price received by the Shareholder for his or her Shares; (iii) The Shareholders' liability for Losses shall be net of any insurance proceeds to which Purchaser, the Company or the Subsidiary is entitled under any applicable insurance and net of any other compensatory payments received by Purchaser, the Company or the Subsidiary, so long as doing so does not cancel or void any insurance coverage or policy of Purchaser, the Company or the Subsidiary; and (iv) The Shareholders" liability for Losses shall be limited to the net amount thereof after all tax benefits realized by Purchaser, the Company or the Subsidiary in connection therewith, and the amount of indemnification paid by Shareholders with respect to Losses shall be deemed a reduction of the Purchase Price received by such Shareholders for their Shares. (b) Purchaser's liability under this Article 10 shall be limited to the following Losses incurred by the Shareholders: (i) Purchaser shall be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds the Deductible, provided, however, that Purchasersuch obligations with (i) Subject to the maximum aggregate amounts provided elsewhere in this Subsection 9.2(b) with respect to a Stockholder's indemnity obligations, in the Company and the Subsidiary event of any Damages for which a Stockholder is liable pursuant to Section 9.1, each Stockholder shall be liable solely for a fraction of each dollar of Damages suffered equal to the fraction derived by dividing the number of Shares held by all Stockholders as of the date hereof by the total number of Shares outstanding. Subject to subsection (b)(ii) below, the aggregate indemnity obligations of each Stockholder for Damages arising out of Claims the operative facts of which were actually known to either Stockholder as of the date of this Agreement ("Known Claims") shall not in any event exceed an amount equal to the sum of (A) the cash received by all Stockholders pursuant to Section 2.7(c), plus (B) the product obtained by multiplying the number of shares of Merger Stock received by all Stockholders by the IPO Price, minus (C) any amounts paid pursuant to Section 9.1 by any Stockholder with respect to Claims that are not Known Claims. Subject to subsection (b)(ii) below (and notwithstanding Section 11.9), the aggregate indemnity obligations of each Stockholder for any Damages arising out of Claims that do not constitute Known Claims shall not in any event exceed Five Million Dollars ($5,000,000); provided, however, that the aggregate indemnity obligations of all Stockholders for all claims under Sections 6.5 Claims, whether or not constituting Known Claims, shall not in any event exceed the sum of the amounts referenced in clauses (A) and 10.3(c(B) without regard of the immediately preceding sentence. The aggregate indemnity obligations of the Provant Principals for any Damages shall not in any event exceed an amount equal to (X) the aggregate number of shares of Provant Common Stock held by the Provant Principals as of immediately following the closing of the IPO plus the aggregate number of warrant shares covered by those certain warrants for the purchase of Provant Common Stock issued to the Deductible;Provant Principals as of the closing of the IPO, multiplied by (Y) the IPO Price, minus (Z) the aggregate exercise price of such warrants. (ii) The Solely in the event that both (A) the Damages to be paid by the Stockholders pursuant to Section 9.1(b) on account of the then-asserted Claim, in aggregation with all such Damages previously paid by all Stockholders, equal or exceed the aggregate amount of Losses for which Purchaser shall be liable the cash received by all Stockholders pursuant to this Section 10 shall 2.7, and (B) the Average Closing Price (as defined below) of Provant Common Stock during the ten trading days immediately following (but not exceed including) the Purchase Price; and (iii) Purchaser's liability for Losses shall be limited to the net amount thereof after all tax benefits realized by the Shareholders in connection therewith.date