Common use of Threshold and Cap Clause in Contracts

Threshold and Cap. No party shall have any liability for Damages (either as a result of any Direct Claim or any Third Party Claim) resulting from any inaccuracy in any representation or warranty in this Agreement (i) unless and until the aggregate amount of all such Damages exceed One Hundred Thousand Dollars ($100,000) (the "Threshold"), and then only for the amount of Damages in excess of the Threshold, or (ii) in excess of a maximum aggregate amount of liability equal to the Purchase Price (the "Cap"); provided, however, that (x) neither the Threshold nor the Cap shall apply to Damages resulting from, related to or arising out of the inaccuracy of any Excepted Representations (and such Damages shall be disregarded in calculating whether a party has suffered Damages in excess of the Threshold), and (y) neither the Threshold nor the Cap shall apply to Damages resulting from, related to or arising out of the fraud, willful misconduct or gross negligence of Seller or Selling Shareholders. The indemnification obligations of Seller shall be applied in the order described in Section 7.2(b)(5)(ii) hereof.

Threshold and Cap. No party shall have any liability for Damages (either as a result of any Direct Claim or any Third Party Claim) resulting from any inaccuracy in any representation or warranty in this Agreement (i) unless and until the aggregate amount of all such Damages exceed One Hundred Ten Thousand Dollars ($100,00010,000) (the "Threshold" Threshold "), and then only for the amount of Damages in excess of the Threshold, or (ii) in excess of a maximum aggregate amount of liability equal to the Purchase Price Option Consideration (the "Cap" Cap "); provided, however, that (x) neither the Threshold nor the Cap shall apply to Damages resulting from, related to or arising out of the inaccuracy of any Excepted Representations (and such Damages shall be disregarded in calculating whether a party has suffered Damages in excess of the Threshold), and (y) neither the Threshold nor the Cap shall apply to Damages resulting from, related to or arising out of the fraud, willful misconduct or gross negligence of Seller Optionee, ATS, Provider or Selling ShareholdersPrincipals. The indemnification obligations of Seller Provider shall be applied in the order described in Section 7.2(b)(5)(ii3.2(a)(3)(i) hereof.