Common use of Overall Limit Clause in Contracts

Overall Limit. (a) Notwithstanding anything in this Agreement to the contrary, Sellers shall not be liable for any claim against them for indemnity under Sections 7.02 (excluding claims for actual tax liability, interest and penalties), 7.03 or 7.04 of this Agreement, either as asserted or as ultimately determined, equal to or less than Two Hundred Fifty Thousand ($250,000.00) Dollars in the aggregate for all claims under those Sections, and the maximum collective liability of Sellers for any and all claims against them for indemnity under Sections 7.02 (excluding claims for actual tax liability, interest and penalties), 7.03 and 7.04 of this Agreement, shall not exceed Nine Million ($9,000,000.00) Dollars, provided that claims for which Sellers are not liable by virtue of the Two Hundred Fifty Thousand ($250,000.00) Dollar exclusion provided above in this Section shall not be counted as a claim in determining said maximum liability. For purposes of Section 7.02, the amount of the actual tax liability (including interest and penalties) is not subject to the dollar floor and cap set out herein, however, all other expenses associated with the tax liability and subject to Section 7.02, such as attorney fees and costs of defense, are subject to the dollar floor and cap set out in this Section 7.09(a). (b) Notwithstanding anything in this Agreement to the contrary, including but not limited to, the provisions of Section 7.09(a), Sellers shall not be liable for any claim against them for indemnity under Section 7.04 of this Agreement, either as asserted or as ultimately determined, equal to or less than Five Hundred Thousand ($500,000.00) Dollars in the aggregate for all claims under that Section, and Sellers' liability under Section 7.04 shall not exceed in the aggregate the following amounts, and Sellers will have no liability with respect to the indemnification set forth in Section 7.04 for any amount of claims which in the aggregate exceeds the following amounts: (i) For any claim asserted against Sellers for liability under Section 7.04 in the first twenty-four (24) months following the Closing Date the sum of Nine Million ($9,000,000.00) Dollars. (ii) For any claim asserted against Sellers for liability under Section 7.04 in the period comprising the twenty-fifth (25th) month through the thirty-sixth (36th) month following the Closing Date, the sum of Seven Million ($7,000,000.00) Dollars. (iii) For any claim asserted against Sellers for liability under Section 7.04 in the period comprising the thirty-seventh (37th) month through the forty-eighth (48th) month following the Closing Date, the sum of Six Million ($6,000,000.00) Dollars. (iv) For any claim asserted against Sellers for liability under Section 7.04 in the period comprising the forty-ninth (49th) month through the sixtieth (60th) month following the Closing Date, the sum of Five Million ($5,000,000.00) Dollars;

Overall Limit. (a) Notwithstanding anything in this Agreement to the contrary, Sellers shall not be liable for any claim claims against them for indemnity under Sections 7.02 8.2 (excluding claims for actual tax liability, interest and penalties), 7.03 8.3 or 7.04 8.4 of this Agreement, either as asserted or as ultimately determined, equal except and to or less than the extent that such claims exceed Two Hundred Fifty Thousand ($250,000.00) Dollars in the aggregate for all claims under those Sectionsaggregate, and the maximum collective liability of Sellers for any and all claims against them for indemnity under Sections 7.02 8.2 (excluding claims for actual tax liability, interest and penaltiespenalties owing by PRI or NCL in respect to the periods prior to the Effective Date), 7.03 8.3 and 7.04 8.4 of this Agreement, shall not exceed Nine Fifteen Million ($9,000,000.0015,000,000.00) Dollars, provided that claims for which Sellers are not liable by virtue of the Two Hundred Fifty Thousand ($250,000.00) Dollar exclusion provided above in this Section shall not be counted as a claim in determining said maximum liability. For purposes of Section 7.028.2, the amount of the actual tax liability (including interest and penalties) is not subject to the dollar floor and cap set out herein, however, all other expenses associated with the tax liability and subject to Section 7.028.2, such as attorney fees and costs of defense, are subject to the dollar floor and cap set out in this Section 7.09(a8.9(a). (b) Notwithstanding anything in this Agreement to the contrary, including but not limited to, the provisions of Section 7.09(a8.9(a), Sellers shall not be liable for any claim claims against them for indemnity under Section 7.04 8.4 of this Agreement, either as asserted or as ultimately determined, equal except and to or less than Five the extent that such claims exceed Four Hundred Thousand ($500,000.00400,000.00) Dollars in the aggregate for all claims under that Sectionaggregate, and Sellers' liability under Section 7.04 8.4 shall not exceed in the aggregate the following amounts, and Sellers will have no liability with respect to the indemnification set forth in Section 7.04 8.4 for any amount of claims which in the aggregate exceeds the following amounts: (i) For any claim asserted against Sellers for liability under Section 7.04 8.4 in the first twenty-four (24) months following the Closing Date the sum of Nine Fifteen Million ($9,000,000.0015,000,000.00) Dollars. (ii) For any claim asserted against Sellers for liability under Section 7.04 8.4 in the period comprising the twenty-fifth (25th) month through the thirty-sixth (36th) month following the Closing Date, the sum of Seven Twelve Million ($7,000,000.0012,000,000.00) Dollars. (iii) For any claim asserted against Sellers for liability under Section 7.04 8.4 in the period comprising the thirty-seventh (37th) month through the forty-eighth (48th) month following the Closing Date, the sum of Six Ten Million ($6,000,000.0010,000,000.00) Dollars. (iv) For any claim asserted against Sellers for liability under Section 7.04 8.4 in the period comprising the forty-ninth (49th) month through the sixtieth (60th) month following the Closing Date, the sum of Five Eight Million ($5,000,000.008,000,000.00) Dollars;