Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. Subject to the last sentence of this Section 8.7, Seller shall not be required to indemnify the Buyer Group, and shall not have any Liability under Section 8.2, until the aggregate amount of all Losses under Section 8.2 exceeds 1% of the Purchase Price (the “Minimum Loss”), and then to the extent of all aggregate Losses, including Losses up to the Minimum Loss. Subject to the following sentence, the aggregate amount of Seller’s liability for Losses under Section 8.2 shall be limited in each case to an amount equal to 20% of the Purchase Price. The limitations set forth in this Section 8.7 will not apply to any claims for indemnification in connection with, arising out of, or which would not have occurred but for: (a) a breach of the representations and warranties contained in Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.11, and Section 4.12; provided that, notwithstanding the foregoing or anything to the contrary set forth herein, the aggregate amount of Seller’s liability hereunder shall be limited to an amount equal to the Purchase Price in respect of all claims for indemnification pursuant to Section 8.2 in connection with, arising out of, or which would not have occurred but for, a breach of the representations and warranties contained in Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.11, and Section 4.12; (b) fraud; (c) Section 8.2(c) or (d); and (d) covenants to be performed in whole or in part, post-Closing.

Monetary Limitations. Subject to the last sentence of this Section 8.7, Seller shall not be required to indemnify the Buyer GroupIndemnitees, and shall not have any Liability under Section 8.28.2(a), until the aggregate amount of all Losses under Section 8.2 8.2(a) exceeds 1% of the Purchase Price $200,000 (the “Minimum Loss”"MINIMUM LOSS"), and then only to the extent of all such aggregate Losses, including Losses up to exceed the Minimum Loss. Subject to the following sentence, the aggregate amount of each of Seller’s 's liability for Losses under Section 8.2 8.2(a) and Buyer's and Parent's aggregate liability for Losses under Section 8.2(b) shall be limited in each case to an amount equal to 2040% of the Purchase Price. The limitations set forth in this Section 8.7 will not apply to any claims Claims for indemnification in connection with, arising out of, or which would not have occurred but for: (a) a breach of the representations and warranties contained in Section 4.1, Section 4.2, Section 4.3, Section 4.64.5, Section 4.114.8, Section 4.14, Section 4.15, Section 4.19, Section 4.23, Section 4.25(a) (but excluding clause (ii) thereof), Section 4.25(b), Section 4.25(c), Section 4.29, Section 5.1, Section 5.2, Section 5.4 and Section 4.125.6; (b) fraud; provided thator (c) Section 8.2(c), notwithstanding (d), (e), (f) or (g) or Section 8.3(c) or (d); and (d) covenants to be performed in whole or in part, post-Closing. Notwithstanding the foregoing or anything to the contrary set forth herein, the aggregate amount of Seller’s 's liability hereunder shall be limited to an amount equal to the Purchase Price in respect of all claims Claims for indemnification pursuant to Section 8.2 in connection with, arising out of, or which would not have occurred but for, a breach of the representations and warranties contained in Section 4.14.4, Section 4.2, 4.13 and Section 4.3, 4.15; and (ii) the amount of Seller's liability for a breach of the representations and warranties contained in Section 4.6, Section 4.114.19 shall be limited to, and determined by, a recalculation of the Closing Net Working Capital and the Adjustment Amount as if such Losses existed on the Closing Date (giving effect to any and all prior payments made pursuant to Section 4.12; 3.2(d) in connection with the Purchase Price adjustment and any and all prior payments made pursuant to this clause (bii)), and no Losses shall be recoverable until and unless the aggregate amount of such Losses (for which no indemnification has been made and no adjustment was made in connection with the Purchase Price adjustment pursuant to Section 3.2(d)) fraud; exceeds on a cumulative basis the Adjustment Floor (cas increased or reduced by any payment made in connection with the Purchase Price adjustment pursuant to Section 3.2(d) and the aggregate amount of all prior payments made pursuant to this clause (ii)), and then Seller's indemnification liability shall only be the amount of the excess of such Losses over the Adjustment Floor (as adjusted as described above). It is understood and agreed that the purpose of the foregoing clause (ii) is to treat any Losses resulting from a breach of the representations and warranties contained in Section 8.2(c) or (d4.19 as if such Losses existed on the Closing Date and were included in the calculation of the Closing Net Working Capital in determining the Adjustment Amount and any required payments under Section 3.2(d); and (d) covenants , and to require any payments that would have been required to be performed made in whole or connection with the Purchase Price adjustment under Section 3.2(d) if such Losses existed on the Closing Date (and such payments hereunder shall equal, and in partno event exceed, post-Closingthe amount that would have been required to be paid under Section 3.2(d) in connection with the Purchase Price adjustment if such Losses existed on the Closing Date).

Monetary Limitations. Subject to the last sentence of this Section 8.7, Seller shall not be required to indemnify the Buyer GroupIndemnitees, and shall not have any Liability under Section 8.28.2(a), until the aggregate amount of all Losses under Section 8.2 8.2(a) exceeds 1% of the Purchase Price $200,000 (the “Minimum Loss”), and then only to the extent of all such aggregate Losses, including Losses up to exceed the Minimum Loss. Subject to the following sentence, the aggregate amount of each of Seller’s liability for Losses under Section 8.2 8.2(a) and Buyer’s and Parent’s aggregate liability for Losses under Section 8.2(b) shall be limited in each case to an amount equal to 2040% of the Purchase Price. The limitations set forth in this Section 8.7 will not apply to any claims Claims for indemnification in connection with, arising out of, or which would not have occurred but for: (a) a breach of the representations and warranties contained in Section 4.1, Section 4.2, Section 4.3, Section 4.64.5, Section 4.114.8, Section 4.14, Section 4.15, Section 4.19, Section 4.23, Section 4.25(a) (but excluding clause (ii) thereof), Section 4.25(b), Section 4.25(c), Section 4.29, Section 5.1, Section 5.2, Section 5.4 and Section 4.125.6; (b) fraud; provided thator (c) Section 8.2(c), notwithstanding (d), (e), (f) or (g) or Section 8.3(c) or (d); and (d) covenants to be performed in whole or in part, post-Closing. Notwithstanding the foregoing or anything to the contrary set forth herein, the aggregate amount of Seller’s liability hereunder shall be limited to an amount equal to the Purchase Price in respect of all claims Claims for indemnification pursuant to Section 8.2 in connection with, arising out of, or which would not have occurred but for, a breach of the representations and warranties contained in Section 4.14.4, Section 4.2, 4.13 and Section 4.3, 4.15; and (ii) the amount of Seller’s liability for a breach of the representations and warranties contained in Section 4.6, Section 4.114.19 shall be limited to, and determined by, a recalculation of the Closing Net Working Capital and the Adjustment Amount as if such Losses existed on the Closing Date (giving effect to any and all prior payments made pursuant to Section 4.12; 3.2(d) in connection with the Purchase Price adjustment and any and all prior payments made pursuant to this clause (bii)), and no Losses shall be recoverable until and unless the aggregate amount of such Losses (for which no indemnification has been made and no adjustment was made in connection with the Purchase Price adjustment pursuant to Section 3.2(d)) fraud; exceeds on a cumulative basis the Adjustment Floor (cas increased or reduced by any payment made in connection with the Purchase Price adjustment pursuant to Section 3.2(d) and the aggregate amount of all prior payments made pursuant to this clause (ii)), and then Seller’s indemnification liability shall only be the amount of the excess of such Losses over the Adjustment Floor (as adjusted as described above). It is understood and agreed that the purpose of the foregoing clause (ii) is to treat any Losses resulting from a breach of the representations and warranties contained in Section 8.2(c) or (d4.19 as if such Losses existed on the Closing Date and were included in the calculation of the Closing Net Working Capital in determining the Adjustment Amount and any required payments under Section 3.2(d); and (d) covenants , and to require any payments that would have been required to be performed made in whole or connection with the Purchase Price adjustment under Section 3.2(d) if such Losses existed on the Closing Date (and such payments hereunder shall equal, and in partno event exceed, post-Closingthe amount that would have been required to be paid under Section 3.2(d) in connection with the Purchase Price adjustment if such Losses existed on the Closing Date).