Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser’s right to indemnification for all Claims under this Agreement shall be limited to the Escrow Payment, i.e. EUR nineteen million (19,000,000), which constitutes Sellers’ maximum aggregate liability under this Agreement on any ground, except for any Claims due to breach by Sellers of the Warranties set forth in Section 7.1 (Ownership of Shares and Authority of Sellers), Section 7.2 (Existence), Section 7.9 (Taxes), Section 7.10 (Intellectual Property Rights), Section 7.12 (Environmental Matters) and 7.20 (b) (Anti-Bribery Laws) or for any Claims due to fraud or wilful misconduct by Sellers. Sellers’ and, after twelve (12) months after the Closing Date, the Warrantors’ maximum liability for Warranties set forth in Section 7.9 (Taxes), Section 7.10 (Intellectual Property Rights), Section 7.12 (Environmental Matters) and 7.20 (b) (Anti-Bribery Laws) pursuant to Section 9.3 shall be limited to fifty percent of the Purchase Price (including the Escrow Payment). For the sake of clarity, it is expressly understood and agreed that the Directors shall not have any obligation to supplement the Escrow Payment, if e.g. the market price of the Purchaser Common Stock being held on Escrow Account decreases, but such risk shall be assumed by Purchaser. Further, should the entire Escrow Payment made by the Directors not be sufficient, as a result of decreased value of the Purchaser Common Stock, to cover the Directors’ full pro rata portion of any Claims under this Agreement, Purchaser shall not be entitled to claim any such shortfall from the other Sellers who have made their Escrow Payment in cash. No reduction of the Purchase Price shall be made due to a breach of this Agreement, unless the total amount of the Claims, which Purchaser may make in this respect under this Agreement, amounts to or exceeds EUR five hundred thousand (500,000). If such Claims amount to EUR five hundred thousand (500,000) in the aggregate, the reduction shall be made for the amount exceeding such threshold. No individual Claim, or series of Claims arising from substantially identical facts or circumstances, which is less than EUR fifty thousand (50,000) shall be taken into account when calculating the aggregate amount of Claims. The aforesaid monetary limitations shall not apply to any Claims due to breach by Sellers of the Warranties set forth in Section 7.1 (Ownership of Shares and Authority of Sellers) and Section 7.2 (Existence) or for Claims due to fraud or wilful misconduct by Sellers.

Monetary Limitations. Notwithstanding anything 10.3.1. Except as otherwise provided in this Section 10.3 and in Section 7.7, (i) no Seller shall have any obligation to indemnify any Buyer Indemnitee pursuant to Sections 10.2.2, 10.2.3, 10.2.4 or 10.2.5 unless and until, and only to the contrary set forth in this Agreementextent that, Purchaser’s right the aggregate of all such individual Losses incurred or sustained by all Buyer Indemnitees with respect to which Buyer Indemnitees are entitled to indemnification under Sections 10.2.2, 10.2.3, 10.2.4 and 10.2.5 exceeds $1,250,000 (the "Threshold Amount"), in which case the Sellers shall only be liable for the amount by which all Claims such Losses exceed the Threshold Amount, (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnitees for Losses under this Agreement Sections 10.2.2, 10.2.3, 10.2.4 and 10.2.5 shall in no event exceed $20,000,000 (the "Maximum Aggregate Loss"), (iii) each Seller's aggregate indemnification obligation under Sections 10.2.2, 10.2.3, 10.2.4 and 10.2.5 shall be limited to such Seller's Seller's Percentage of the Escrow PaymentMaximum Aggregate Loss; and (iv) each Seller's aggregate obligation under this Section 10 shall in no event exceed the portion of the Equity Purchase Price received by such Seller. 10.3.2. Except as provided in Section 7.7, i.e. EUR nineteen million (19,000,000)i) the Buyer shall not have any obligation to indemnify any Seller Indemnitee pursuant to Section 10.1.2 unless and until, and only to the extent that, the aggregate of all individual Losses incurred or sustained by all Seller Indemnitees with respect to which constitutes Sellers’ maximum Seller Indemnitees are entitled to indemnification under Section 10.1.2 exceeds the Threshold Amount, in which case the Buyer shall only be liable for the amount by which all such Losses exceed the Threshold Amount and (ii) the aggregate liability under this Agreement on any ground, except for any Claims due to breach by Sellers of the Warranties set forth Buyer to indemnify the Seller Indemnitees for Losses under Section 10.1.2 shall in Section 7.1 (Ownership no event exceed the Maximum Aggregate Loss. 10.3.3. For purposes of Shares and Authority determining whether any breach of Sellers), Section 7.2 (Existence), Section 7.9 (Taxes), Section 7.10 (Intellectual Property Rights), Section 7.12 (Environmental Matters) and 7.20 (b) (Anti-Bribery Laws) a representation or warranty or any breach of a covenant has occurred with respect to a claim for indemnification or for the purposes of measuring Losses, such representations, warranties and covenants shall be deemed to have been made without any Claims due materiality, Material Adverse Effect or similar qualifications and without any dollar thresholds. 10.3.4. Notwithstanding any other provision of this Agreement, the provisions of Sections 10.3.1 and 10.4 shall not apply to fraud any Losses suffered by the Buyer or wilful misconduct by Sellersany Buyer Indemnitee arising out of any Wage and Hour Dispute for which Losses the Buyer or such Buyer Indemnitee shall be entitled to recovery from the first dollar and without limitation as to amount or time. Sellers’ and, after twelve (12) months To the extent that any claim raised in a Wage and Hour Dispute relates to any period after the Closing Date, the Warrantors’ maximum liability for Warranties set forth in amount of any Losses payable under this Section 7.9 (Taxes), Section 7.10 (Intellectual Property Rights), Section 7.12 (Environmental Matters) and 7.20 (b) (Anti-Bribery Laws) pursuant to Section 9.3 10.3.4 shall be limited to fifty percent allocated between the Sellers and the Buyer on the basis of the Purchase Price (including number of days on which the Escrow Payment). For alleged wrongful action or conduct occurred that took place on or prior to the sake Closing Date and the number of clarity, it is expressly understood and agreed days during which the alleged wrongful action or conduct occurred that took place after the Directors shall not have any obligation to supplement the Escrow Payment, if e.g. the market price of the Purchaser Common Stock being held on Escrow Account decreases, but such risk shall be assumed by Purchaser. Further, should the entire Escrow Payment made by the Directors not be sufficient, as a result of decreased value of the Purchaser Common Stock, to cover the Directors’ full pro rata portion of any Claims under this Agreement, Purchaser shall not be entitled to claim any such shortfall from the other Sellers who have made their Escrow Payment in cash. No reduction of the Purchase Price shall be made due to a breach of this Agreement, unless the total amount of the Claims, which Purchaser may make in this respect under this Agreement, amounts to or exceeds EUR five hundred thousand (500,000). If such Claims amount to EUR five hundred thousand (500,000) in the aggregate, the reduction shall be made for the amount exceeding such threshold. No individual Claim, or series of Claims arising from substantially identical facts or circumstances, which is less than EUR fifty thousand (50,000) shall be taken into account when calculating the aggregate amount of Claims. The aforesaid monetary limitations shall not apply to any Claims due to breach by Sellers of the Warranties set forth in Section 7.1 (Ownership of Shares and Authority of Sellers) and Section 7.2 (Existence) or for Claims due to fraud or wilful misconduct by SellersClosing Date.

Monetary Limitations. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser(a) Each Seller’s right to indemnification for all Claims liability under this Agreement shall be limited to the Escrow Payment, i.e. EUR nineteen million (19,000,000), which constitutes Sellers’ maximum aggregate liability under this Agreement on any ground, except for any Claims due to breach by Sellers share of the Warranties set forth in Section 7.1 (Ownership of Shares and Authority of Sellers), Section 7.2 (Existence), Section 7.9 (Taxes), Section 7.10 (Intellectual Property Rights), Section 7.12 (Environmental Matters) and 7.20 Closing Purchase Price actually received by it. (b) (Anti-Bribery Laws) or Buyer’s right to indemnification for any Claims due to fraud or wilful misconduct by Sellers. in respect of Sellers’ and, after twelve breach of the Business Warranties (12) months after the Closing Date, the Warrantors’ maximum liability for Warranties set forth other than in Section 7.9 (Taxes), Section 7.10 (Intellectual Property Rights), Section 7.12 (Environmental Mattersrespect of Sections 6.8(a) and 7.20 (b6.8(b)) (Anti-Bribery Laws) pursuant to Section 9.3 shall be limited to fifty percent the Escrow Amount (Claims) deposited on the Escrow Account (Claims), which amount shall constitute Sellers’ aggregate maximum liability under such Business Warranties, and Buyer’s right to indemnification in respect of Sellers’ Business Warranties set out in Sections 6.8(a) and 6.8(b) shall be limited to USD 50,000,000, which amount shall constitute Sellers’ aggregate maximum liability under Sections 6.8(a) and 6.8(b). (c) Buyer has no right to indemnification in respect of Sellers’ breach of the Purchase Price (including the Escrow Payment). For the sake of clarity, it is expressly understood and agreed that the Directors shall not have any obligation to supplement the Escrow Payment, if e.g. the market price of the Purchaser Common Stock being held on Escrow Account decreases, but such risk shall be assumed by Purchaser. Further, should the entire Escrow Payment made by the Directors not be sufficient, as a result of decreased value of the Purchaser Common Stock, to cover the Directors’ full pro rata portion of any Claims under this Agreement, Purchaser shall not be entitled to claim any such shortfall from the other Sellers who have made their Escrow Payment in cash. No reduction of the Purchase Price shall be made due to a breach of this AgreementBusiness Warranties, unless the total Loss or the aggregate amount of the ClaimsLosses, which Purchaser may make in this respect subject to any limitations under this AgreementSection 8.2, amounts to or exceeds EUR five hundred thousand (500,000)USD 3,000,000. If the aggregate amount of Losses exceeds such Claims amount threshold, Buyer shall have the right to EUR five hundred thousand (500,000) in the aggregate, the reduction shall be made indemnification for the whole amount of such Losses (and not only the amount of Losses exceeding such threshold. ), subject to the other limitations provided in this Section 8. (d) No individual Claim, Loss or series of Claims Losses, in each case, in respect of Sellers’ breach of the Business Warranties, arising from substantially identical facts or circumstances, the amount of which is less than EUR fifty thousand (50,000) shall USD 200,000 will be taken into account when calculating establishing the amount of a Loss in respect of Sellers’ breach of the Business Warranties or the aggregate amount of Claims. The aforesaid monetary limitations shall not apply to any Claims due to breach by Sellers of the Warranties set forth in Section 7.1 (Ownership of Shares and Authority of Sellers) and Section 7.2 (Existence) or for Claims due to fraud or wilful misconduct by Sellerssuch Losses.

Monetary Limitations. Notwithstanding anything to the contrary set forth (a) Except as provided in this Agreement, Purchaser’s right to indemnification for all Claims under this Agreement shall be limited to the Escrow Payment, i.e. EUR nineteen million (19,000,000), which constitutes Sellers’ maximum aggregate liability under this Agreement on any ground, except for any Claims due to breach by Sellers of the Warranties set forth in Section 7.1 (Ownership of Shares and Authority of Sellers), Section 7.2 (Existence), Section 7.9 (Taxes), Section 7.10 (Intellectual Property Rights), Section 7.12 (Environmental Matters) and 7.20 clause (b) below, (Anti-Bribery LawsA) or for any Claims due to fraud or wilful misconduct by Sellers. Sellers’ and, after twelve (12) months after the Closing Date, the Warrantors’ maximum liability for Warranties set forth in Section 7.9 (Taxes), Section 7.10 (Intellectual Property Rights), Section 7.12 (Environmental Matters) and 7.20 (b) (Anti-Bribery Laws) pursuant to Section 9.3 shall be limited to fifty percent of the Purchase Price (including the Escrow Payment). For the sake of clarity, it is expressly understood and agreed that the Directors Manager Sellers shall not have any obligation to supplement indemnify any Buyer Indemnitee pursuant to Section 9.1(c)(i) unless and until the aggregate of all such individual Losses incurred or sustained by all Buyer Indemnitees in respect of Sections 9.1(b)(ii) or 9.1(c)(i) exceeds Two Hundred Fifty Thousand Dollars (U.S. $250,000) whereupon, subject to clause (B) hereof, the Manager Sellers shall indemnify the Buyer Indemnities for the entire aggregate cumulative amount of such Losses, and (B) subject to Section 9.2(b), the assets contained in the Escrow PaymentAccount shall be the sole source of satisfaction for any claim for indemnification under Section 9.1(c)(i) against any Manager Seller and there shall be no further recourse to any Manager Seller arising from any claim for indemnification under Section 9.1(c)(i); provided, if e.g. however, that the market price aggregate liability of the Purchaser Common Stock being held on -------- ------- Manager Sellers to indemnify the Buyer Indemnities for Losses arising from any breach of the representations and warranties made by each Manager Seller in Sections 3.23 (U.S. Environmental Matters) and 3.24 (Irish Environmental Matters) shall in no event exceed U.S. $2,414,827, and the assets contained in the Escrow Account decreases, but such risk shall be assumed the sole source of satisfaction for any claim by Purchaser. Further, should any Buyer Indemnitee made on or prior to the entire Distribution Date (as defined in the Escrow Payment Agreement) for indemnification under Section 9.1(c)(i) in respect of the representations and warranties made by each Manager Seller in Sections 3.23 and 3.24. (b) Notwithstanding the Directors not be sufficientforegoing, as a result no minimum or maximum dollar limitation shall apply to Losses arising from (A) any claim with respect to the representations and warranties contained in Sections 3.1 (Organization), 3.2 (Subsidiaries), 3.5 (Capitalization), 3.14 (Employee Benefit Plans; Pensions), 3.17 (Brokers and Finders) and 3.19 (Taxes), (B) any claim under Section 9.1(a), 9.1(b) (subject to Section 9.2(c)) or 9.1(c)(ii) or (C) any claim resulting from fraud or intentional misrepresentation. (c) Except for any claim resulting from fraud or intentional misrepresentation, the maximum aggregate obligation of decreased value any Seller in respect of all Losses incurred by the Buyer Indemnitees arising from or related to any breach by such Seller of the Purchaser Common Stock, to cover the Directors’ full representation and warranty made by such Seller in Section 4.2 shall be such Seller's pro rata portion of any Claims under this Agreement, Purchaser shall not be entitled to claim any such shortfall from the other Sellers who have made their Escrow Payment in cash. No reduction share of the sum of the Unadjusted Purchase Price shall be made due to a breach of this Agreement, unless plus the total amount of the ClaimsAdjustment, which Purchaser may make in this respect under this Agreement, amounts to or exceeds EUR five hundred thousand (500,000). If such Claims amount to EUR five hundred thousand (500,000) in the aggregate, the reduction shall be made for the amount exceeding such threshold. No individual Claim, or series of Claims arising from substantially identical facts or circumstances, which is less than EUR fifty thousand (50,000) shall be taken into account when calculating the aggregate amount of Claims. The aforesaid monetary limitations shall not apply to any Claims due to breach by Sellers of the Warranties set forth in Section 7.1 (Ownership of Shares and Authority of Sellers) and Section 7.2 (Existence) or for Claims due to fraud or wilful misconduct by Sellersif any.