Common use of Monetary Limitation of liability Clause in Contracts

Monetary Limitation of liability. (a) An Indemnified Party shall not be entitled to require payment of any amount by the Indemnifying Party on the indemnities contained in Sections 8.2(a) or 8.3(a), as applicable (other than Fundamental Representations), until the aggregate of all such amounts for which the Indemnified Party would otherwise be entitled to require payment under such Sections exceeds $200,000 (the “Threshold Amount”). Once the Threshold Amount has been exceeded, the Indemnified Party shall be entitled to require payment on such indemnities from the first dollar of Losses that exceeds the Threshold Amount. (b) An Indemnified Party shall not be entitled to require payment of amounts by the Indemnifying Party on the indemnities contained in Sections 8.2(a) or 8.3(a), as applicable (other than Fundamental Representations), or Section 8.2(g), in excess of $3,137,500 in the aggregate for all such indemnities, and further provided that the aggregate liability of a Seller for all such Claims will not exceed this Seller’s Pro Rata Portion of $3,137,500. (c) Notwithstanding any other provision of this Agreement, the limitations in Sections 8.5(a) and 8.5(b) shall not apply in the case of indemnity claims based on Fundamental Representations. An Indemnified Party shall not be entitled to require payment of amounts by the Indemnifying Party on the indemnities contained in Sections 8.2(a) or 8.3(a), as applicable, based on any Fundamental Representations, in excess of the Purchase Price in the aggregate for all such indemnities, and further provided that the aggregate liability of a Seller for all such Claims will not exceed this Seller’s Pro Rata Portion of the Purchase Price. (d) A Purchaser Indemnified Party shall not be entitled to require payment of amounts by the Sellers on the indemnities contained in Sections 8.2(b) in excess of the Purchase Price in the aggregate for all such indemnities. (e) A Purchaser Indemnified Party shall not be entitled to require payment of amounts by the Sellers on the indemnities contained in Sections 8.2(c), 8.2(d), 8.2(e) or 8.2(f) in excess of the Purchase Price in the aggregate for all such indemnities and further provided the aggregate liability of a Seller for all such Claims will not exceed this Seller’s Pro Rata Portion of the Purchase Price. (f) Notwithstanding any other provision of this Agreement, the limitations set forth in this Section 8.5 shall not apply to a Claim involving fraud or wilful breach of this Agreement on the part of the party against whom the Claim is made. (g) The limitations in this Section 8.5(b), (c), (d) and (e) are expressly subject to the terms of Section 8.15.

Monetary Limitation of liability. (ai) An Indemnified Party shall not be entitled to require payment of any amount A claim for indemnity for Damages by the Indemnifying Party on the indemnities contained in Sections 8.2(aBuyer Group or any member thereof under Section 11(b)(i) or 8.3(a), as applicable (other than Fundamental Representations), until hereof shall be effective only after the aggregate amount of all such amounts for which Damages suffered by members of the Indemnified Party would otherwise be entitled to require payment under such Sections Buyer Group of the type described in Section 11(b)(i) hereof exceeds $200,000 (500,000 and then only to the “Threshold Amount”). Once the Threshold Amount has been exceeded, the Indemnified Party shall be entitled to require payment on extent of such indemnities from the first dollar of Losses that exceeds the Threshold Amountexcess. (bii) An Indemnified Party shall not be entitled to require payment of amounts A claim for indemnity for Damages by the Indemnifying Party on the indemnities contained in Sections 8.2(aSeller Group or any member thereof under Section 11(c)(i) or 8.3(a), as applicable (other than Fundamental Representations), or Section 8.2(g), in excess of $3,137,500 in hereof shall be effective only after the aggregate for amount of all Damages suffered by members of the Seller Group of the type described in Section 11(c)(i) hereof exceeds $500,000 and then only to the extent of such indemnities, and further provided that the excess. (iii) The aggregate liability of a Sellers for claims by the Buyer Group or any member thereof or by the Seller Group or any member thereof for all such Claims will not exceed indemnity for Damages pursuant to Section 11(b)(i) or 11(c)(i) under this Seller’s Pro Rata Portion of Agreement is limited to $3,137,5004,000,000. (civ) Notwithstanding The indemnifying party shall calculate in good faith any other provision net Tax benefit accruing to the indemnified party due to the occurrence of this AgreementDamages. The net Tax benefit, if any, shall be deducted from the Damages otherwise payable by the indemnifying party to the indemnified party. In the event all or any portion of the net Tax benefit deducted from the Damages paid to the indemnified party is later denied by the Internal Revenue Service (the "IRS"), the limitations indemnifying party shall pay, in Sections 8.5(a) and 8.5(b) shall not apply addition, Damages in the case amount of indemnity claims based on Fundamental Representations. An Indemnified Party shall not be entitled the net Tax benefit to require payment of amounts the extent denied by the Indemnifying Party on IRS, plus interest thereon from the indemnities contained date the indemnifying party gives notice to the indemnified party of the amount of such net Tax benefit to the date of payment at the per annum IRS rate for Taxes past due in Sections 8.2(a) or 8.3(a)effect from time to time during that period, as applicable, based on any Fundamental Representations, in excess of the Purchase Price published in the aggregate for all such indemnities, IRS Bulletin. The amount of any insurance proceeds received or receivable (and further provided that not subject to any dispute with the aggregate liability of a Seller for all such Claims will not exceed this Seller’s Pro Rata Portion of the Purchase Price. (dinsurer) A Purchaser Indemnified Party shall not be entitled to require payment of amounts by the Sellers on indemnified party to cover Damages shall be deducted from the indemnities contained in Sections 8.2(b) in excess of the Purchase Price in the aggregate for all such indemnities. (e) A Purchaser Indemnified Party shall not be entitled to require payment of amounts Damages otherwise payable by the Sellers on the indemnities contained in Sections 8.2(c), 8.2(d), 8.2(e) or 8.2(f) in excess of the Purchase Price in the aggregate for all such indemnities and further provided the aggregate liability of a Seller for all such Claims will not exceed this Seller’s Pro Rata Portion of the Purchase Price. (f) Notwithstanding any other provision of this Agreement, the limitations set forth in this Section 8.5 shall not apply to a Claim involving fraud or wilful breach of this Agreement on the part of the indemnifying party against whom the Claim is made. (g) The limitations in this Section 8.5(b), (c), (d) and (e) are expressly subject to the terms of Section 8.15indemnified party.