Common use of Amount Limitation Clause in Contracts

Amount Limitation. Except with respect to claims for breaches of representations or warranties contained in Sections 3.1, 3.5, 3.6, 3.9, 3.16, 3.17, 3.20(a), 3.20(c), 3.27 and 3.29, and for Known Litigation Claims (as defined below), which are not subject to the limitations set forth in this sentence and which shall not count towards satisfying the Basket (as defined below), an Indemnified Party shall not be entitled to indemnification under this Section 9 for breach of a representation or warranty unless the aggregate of the Indemnifying Party's indemnification obligations to the Indemnified Party pursuant to this Section 9 (determined for purposes of this calculation without regard to this Section 9.6(b)) exceeds $100,000.00 (the "Basket"); but in such event, the Indemnified Party shall be entitled to indemnification in full for all inaccuracies and breaches of representations, warranties and/or covenants. For purposes of this Agreement, "Known Litigation Claims" shall mean those Claims arising out of or in XXXXX XXXXXXXX XXXXXXXXX xxxxxxxxxx xxxh any of the first four (4) items listed on Schedule 3.13 or the third item listed on Schedule 3.12; provided, however, that any future revenue that is lost or forgone as the result of CMS settling the first of such items shall not be treated as a Claim hereunder. Notwithstanding anything to the contrary in this Agreement, (i) the total amount paid by West Bend under this Section 9 in connection with breaches of Section 3.15 of this Agreement shall be subject to an aggregate cap or limit of $575,000.00 and (ii) the total amount paid to an Indemnified Party by an Indemnifying Party under this Section 9 (including Claims relating to breaches of Section 3.15) shall be subject to an aggregate cap or limit (the "Claim Cap") of (a) $15,300,000.00, minus (b) the Salvage Value, plus (c) the total of all capital contributions made by BCBS to CMS during the twelve (12) months preceding the Cap Limit Date (as defined below), minus (d) the total of all dividends made by CMS to BCBS during the twelve (12) months preceding the Cap Limit Date, plus (e) the aggregate Earn-Out Amount, if any, earned in 2003, 2004 and 2005; provided, however, in no event shall the Claim Cap exceed an amount equal to $17,300,000.00 plus the aggregate amount received by West Bend pursuant to Section 1.4 of this Agreement.

Amount Limitation. Except with respect to claims for breaches of representations or warranties contained in Sections 3.1Section 3.2, 3.5, 3.6, 3.9, 3.16, 3.17, 3.20(a), 3.20(c), 3.27 and 3.29, and for Known Litigation Claims (as defined below), which are not subject notwithstanding any provision of this Agreement to the limitations set forth in this sentence and which shall not count towards satisfying the Basket contrary, (as defined below), i) an Indemnified Party shall not be entitled to indemnification under this Article 6 for breach of a representation or warranty (other than for breach of a representation or warranty contained in Section 9 3.5, for which an Indemnified Party shall be entitled to indemnification under this Article 6 unless the Buyer subsequent to the Closing breaches its covenant in Section 5.4(c) (a “Tax Claim”)) unless the amount of the Claim exceeds $10,000, and if the amount of the Claim exceeds $10,000 (a “Qualified Claim”), Indemnified Party shall not be entitled to indemnification under this Article 6 for breach of a representation or warranty unless the aggregate of the Indemnifying Party's ’s indemnification obligations to the Indemnified Party pursuant to this Section 9 Article 6 for Qualified Claims (determined but for purposes of this calculation without regard to this Section 9.6(b6.5.(b)) exceeds $100,000.00 (100,000, and then only to the "Basket"); but in such event, the Indemnified Party shall be entitled to indemnification in full for all inaccuracies and breaches of representations, warranties and/or covenants. For purposes of this Agreement, "Known Litigation Claims" shall mean those Claims arising out of or in XXXXX XXXXXXXX XXXXXXXXX xxxxxxxxxx xxxh any of the first four (4) items listed on Schedule 3.13 or the third item listed on Schedule 3.12; provided, however, that any future revenue that is lost or forgone as the result of CMS settling the first extent of such items shall not be treated as a Claim hereunder. Notwithstanding anything to the contrary in this Agreementexcess, (i) the total amount paid by West Bend under this Section 9 in connection with breaches of Section 3.15 of this Agreement shall be subject to an aggregate cap or limit of $575,000.00 and (ii) the total amount paid to an Indemnified Party by an Indemnifying Party under this Section 9 (including Claims relating to breaches of Section 3.15) shall be subject to an aggregate cap or limit (the "Claim Cap") of (a) $15,300,000.00, minus (b) the Salvage Value, plus (c) the total of all capital contributions made by BCBS to CMS during the twelve (12) months preceding the Cap Limit Date (as defined below), minus (d) the total of all dividends made by CMS to BCBS during the twelve (12) months preceding the Cap Limit Date, plus (e) the aggregate Earn-Out Amount, if any, earned in 2003, 2004 and 2005; provided, however, in no event shall the aggregate liability of the Indemnifying Party under this Agreement for Qualified Claims or Tax Claims exceed 50% of the Purchase Price, (the “Aggregate Limit”)(provided, however, that the aggregate liability of the Indemnifying Party under this Agreement for breach of a representation or warranty contained in Section 3.9(c) (an “Environmental Claim”) shall not exceed $7,000,000, which amount shall count against, and not be in addition to, the Aggregate Limit, and provided, further, that an Indemnified Party shall not be entitled to indemnification under this Article 6 for an Environmental Claim Cap exceed if (I) the Environmental Claim is made with respect to a property at which there has been a material change in the use of such property subsequent to the Closing, from its existing industrial use to a use that requires a more stringent application of the applicable Environmental Laws), or (II) if the event or condition giving rise to the Environmental Claim was known to the Buyer or the other shareholders of the Company prior to the Closing; and (ii), Shareholder shall be liable hereunder only for an amount equal to $17,300,000.00 plus the aggregate amount received by West Bend pursuant seventy-five percent (75%) of any Claim with respect to Section 1.4 of this Agreementa particular matter.

Amount Limitation. (i) Except with respect to any Special Indemnity Claims, Litigation Claims, Special Tax Claims or claims for breaches of representations or warranties contained in Sections 3.1Section 3.28 [“No Brokers or Finders”], 3.5Section 4.1 [“Corporate”], 3.6Section 4.2 [“Authorization; Validity”], 3.9Section 4.3 [“No Brokers or Finders”], 3.16Section 5.1 [“Corporate”], 3.17Section 5.2 [“Authorization; Validity”], 3.20(a)Section 5.3 [“No Brokers or Finders”] or Section 5.5 [“Subject Shares”], 3.20(c), 3.27 and 3.29, and for Known Litigation Claims (as defined below), which are not subject to the no such limitations set forth in this sentence and which shall not count towards satisfying the Basket (as defined below)apply, an Indemnified Party shall not be entitled to indemnification under this Section 9 Article 7 for breach of a representation or warranty unless (A) until the aggregate of the Indemnifying Party's ’s indemnification obligations to by the Indemnified Party pursuant to this Section 9 Article 7 (determined but for purposes of this calculation without regard to this Section 9.6(b7.8(b)) exceeds $100,000.00 (the "Basket"); 100,000, but in such event, event the Indemnified Party shall be entitled to indemnification in full for all inaccuracies and breaches of representationsrepresentations and/or warranties, warranties and/or covenants. For purposes it being the intent of this Agreementthe parties that such minimum amount constitute a threshold and not a deductible; or (B) to the extent the aggregate amount of all indemnification claims exceeds $6,000,000. (ii) With respect to Regulatory Claims, "Known Member shall indemnify the Buyer Indemnitees for: (A) 100% of any amounts up to $350,000, (B) 50% of any amounts between $350,001 and $700,000 and (C) 0% of any amounts in excess thereof. (iii) With respect to Litigation Claims" , Member shall mean those Claims arising out indemnify the Buyer Indemnitees for: (A) 75% of all amounts for legal fees and expenses or other out-of-pocket costs and expenses (in XXXXX XXXXXXXX XXXXXXXXX xxxxxxxxxx xxxh any of the first four each case, other than amounts described in clauses (4B) items listed on Schedule 3.13 or the third item listed on Schedule 3.12; provided, however, that any future revenue that is lost or forgone as the result of CMS settling the first of such items shall not be treated as a Claim hereunder. Notwithstanding anything to the contrary in this Agreement, and (iC) the total amount below) paid by West Bend under this Section 9 any Buyer Indemnitee in connection with breaches any Litigation Claims; (B) 85% of all amounts paid by any Buyer Indemnitee with respect to any Litigation Claim pursuant to any binding settlement arrangement with respect to which Buyer has fulfilled its obligation set forth in Section 3.15 of this Agreement shall be subject to an aggregate cap or limit of $575,000.00 7.5(d)(i); and (iiC) the total amount paid to an Indemnified Party by an Indemnifying Party under this Section 9 (including Claims relating to breaches of Section 3.15) shall be subject to an aggregate cap or limit (the "Claim Cap") of (a) $15,300,000.00, minus (b) the Salvage Value, plus (c) the total 85% of all capital contributions made amounts paid by BCBS to CMS during the twelve (12) months preceding the Cap Limit Date (as defined below), minus (d) the total of all dividends made by CMS to BCBS during the twelve (12) months preceding the Cap Limit Date, plus (e) the aggregate Earn-Out Amount, if any, earned in 2003, 2004 and 2005; provided, however, in no event shall the Claim Cap exceed an amount equal to $17,300,000.00 plus the aggregate amount received by West Bend any Buyer Indemnitee pursuant to Section 1.4 of this Agreementany Judicial Order that is not being appealed by such Buyer Indemnitee.

Amount Limitation. Except for Cobalt's and CC Holdings' indemnification obligations with respect to claims for breaches the breach of the representations or and warranties contained in Sections 3.1, 3.5, 3.6, 3.9, 3.16, 3.17, 3.20(a), 3.20(c), 3.27 Section 2.17 and 3.29, the Excluded Leases and for Known Litigation Claims Operations (as defined below), which are not subject shall be enforceable without regard to the limitations set forth in this sentence and which shall not count towards satisfying the Basket (as defined belowMinimum Claim Amount provided herein), an Indemnified Party shall not be entitled to indemnification under this Section 9 for breach of a representation representation, warranty or warranty covenant, unless the aggregate of the Indemnifying Party's indemnification obligations to the Indemnified Party pursuant to this Section 9 (determined but for purposes of this calculation without regard to this Section 9.6(b9.4(b)) exceeds One Hundred Thousand Dollars ($100,000.00 100,000.00) (the "BasketMinimum Claim Amount"); but in such event. In determining whether the Minimum Claim Amount has been satisfied, (i) the Indemnified Party shall be entitled Indemnifying Party's indemnification obligations with respect to indemnification in full for all inaccuracies and breaches of representations, warranties and/or covenants. For purposes of this Agreement, "Known Litigation Claims" and covenants involving materiality qualifiers shall mean those Claims arising out of or be included in XXXXX XXXXXXXX XXXXXXXXX xxxxxxxxxx xxxh any the calculation of the first four Minimum Claim Amount and (4ii) items listed on Schedule 3.13 or the third item listed on Schedule 3.12; provided, however, that amount of any future revenue that is lost or forgone as the result of CMS settling the first of such items obligation shall not be treated as a Claim hereunder. Notwithstanding anything determined without regard to the contrary Threshold Amount (as defined in Section 11.2). In the event that an Indemnifying Party's aggregate indemnification obligations (but for this AgreementSection 9.4(b)) exceed the Minimum Claim Amount, (i) the total amount paid by West Bend Indemnifying Party shall be obligated to indemnify the Indemnified Party under this Section 9 only for the aggregate of such obligations in connection with breaches excess of Section 3.15 of this Agreement shall be subject to an aggregate cap or limit of $575,000.00 the Minimum Claim Amount, and (ii) the total amount paid to an Indemnified Party by an Indemnifying Party under this Section 9 (including Claims relating amounts paid with respect to breaches of Section 3.15the Excluded Leases and Operations by Cobalt and CC Holdings as the Indemnifying Party) shall be subject to an aggregate cap or limit of Seventeen Million Dollars (the "Claim Cap") of (a) $15,300,000.00, minus (b) the Salvage Value, plus (c) the total of all capital contributions made by BCBS to CMS during the twelve (12) months preceding the Cap Limit Date (as defined below17,000,000.00), minus (d) the total of all dividends made by CMS to BCBS during the twelve (12) months preceding the Cap Limit Date, plus (e) the aggregate Earn-Out Amount, if any, earned in 2003, 2004 and 2005; provided, however, that such cap or limit shall increase to Twenty-Seven Million Dollars ($27,000,000.00) when the principal amount due under the Note is paid in no event shall the Claim Cap exceed an amount equal to $17,300,000.00 plus the aggregate amount received full by West Bend pursuant to Section 1.4 of this AgreementAPS.

Amount Limitation. Except for Cobalt's and CC Holdings' indemnification obligations with respect to claims for breaches the breach of the representations or and warranties contained in Sections 3.1, 3.5, 3.6, 3.9, 3.16, 3.17, 3.20(a), 3.20(c), 3.27 Section 2.17 and 3.29, the Excluded Leases and for Known Litigation Claims Operations (as defined below), which are not subject shall be enforceable without regard to the limitations set forth in this sentence and which shall not count towards satisfying the Basket (as defined belowMinimum Claim Amount provided herein), an Indemnified Party shall not be entitled to indemnification under this Section 9 for breach of a representation representation, warranty or warranty covenant, unless the aggregate of the Indemnifying Party's indemnification obligations to the Indemnified Party pursuant to this Section 9 (determined but for purposes of this calculation without regard to this Section 9.6(b9.4(b)) exceeds One Hundred Thousand Dollars ($100,000.00 100,000.00) (the "BasketMINIMUM CLAIM AMOUNT"); but in such event. In determining whether the Minimum Claim Amount has been satisfied, (i) the Indemnified Party shall be entitled Indemnifying Party's indemnification obligations with respect to indemnification in full for all inaccuracies and breaches of representations, warranties and/or covenants. For purposes of this Agreement, "Known Litigation Claims" and covenants involving materiality qualifiers shall mean those Claims arising out of or be included in XXXXX XXXXXXXX XXXXXXXXX xxxxxxxxxx xxxh any the calculation of the first four Minimum Claim Amount and (4ii) items listed on Schedule 3.13 or the third item listed on Schedule 3.12; provided, however, that amount of any future revenue that is lost or forgone as the result of CMS settling the first of such items obligation shall not be treated as a Claim hereunder. Notwithstanding anything determined without regard to the contrary Threshold Amount (as defined in Section 11.2). In the event that an Indemnifying Party's aggregate indemnification obligations (but for this AgreementSection 9.4(b)) exceed the Minimum Claim Amount, (i) the total amount paid by West Bend Indemnifying Party shall be obligated to indemnify the Indemnified Party under this Section 9 only for the aggregate of such obligations in connection with breaches excess of Section 3.15 of this Agreement shall be subject to an aggregate cap or limit of $575,000.00 the Minimum Claim Amount, and (ii) the total amount paid to an Indemnified Party by an Indemnifying Party under this Section 9 (including Claims relating amounts paid with respect to breaches of Section 3.15the Excluded Leases and Operations by Cobalt and CC Holdings as the Indemnifying Party) shall be subject to an aggregate cap or limit of Seventeen Million Dollars (the "Claim Cap") of (a) $15,300,000.00, minus (b) the Salvage Value, plus (c) the total of all capital contributions made by BCBS to CMS during the twelve (12) months preceding the Cap Limit Date (as defined below17,000,000.00), minus (d) the total of all dividends made by CMS to BCBS during the twelve (12) months preceding the Cap Limit Date, plus (e) the aggregate Earn-Out Amount, if any, earned in 2003, 2004 and 2005; provided, however, that such cap or limit shall increase to Twenty-Seven Million Dollars ($27,000,000.00) when the principal amount due under the Note is paid in no event shall the Claim Cap exceed an amount equal to $17,300,000.00 plus the aggregate amount received full by West Bend pursuant to Section 1.4 of this AgreementAPS.