Common use of Amount Limitation Clause in Contracts

Amount Limitation. Except for Cobalt's and CC Holdings' indemnification obligations with respect to the breach of the representations and warranties contained in Section 2.17 and the Excluded Leases and Operations (which shall be enforceable without regard to the Minimum Claim Amount provided herein), an Indemnified Party shall not be entitled to indemnification under this Section 9 for breach of a representation, warranty or covenant, unless the aggregate of the Indemnifying Party's indemnification obligations to the Indemnified Party pursuant to this Section 9 (but for this Section 9.4(b)) exceeds One Hundred Thousand Dollars ($100,000.00) (the "Minimum Claim Amount"). In determining whether the Minimum Claim Amount has been satisfied, (i) the Indemnifying Party's indemnification obligations with respect to breaches of representations, warranties and covenants involving materiality qualifiers shall be included in the calculation of the Minimum Claim Amount and (ii) the amount of any such obligation shall be determined without regard to the Threshold Amount (as defined in Section 11.2). In the event that an Indemnifying Party's aggregate indemnification obligations (but for this Section 9.4(b)) exceed the Minimum Claim Amount, the Indemnifying Party shall be obligated to indemnify the Indemnified Party under this Section 9 only for the aggregate of such obligations in excess of the Minimum Claim Amount, and the total amount paid to an Indemnified Party by an Indemnifying Party under this Section 9 (including amounts paid with respect to the 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 ($17,000,000.00); 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 full by APS.

Amount Limitation. Except for Cobalt's and CC Holdings' indemnification obligations with respect to the breach claims for breaches of the representations and or warranties contained in Section 2.17 and the Excluded Leases and Operations (which shall be enforceable without regard 3.2, notwithstanding any provision of this Agreement to the Minimum Claim Amount provided herein)contrary, (i) an Indemnified Party shall not be entitled to indemnification under this Section 9 Article 6 for breach of a representationrepresentation or warranty (other than for breach of a representation or warranty contained in Section 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 or covenant, 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 (but for this Section 9.4(b6.5.(b)) exceeds One Hundred Thousand Dollars ($100,000.00) (100,000, and then only to the "Minimum Claim Amount"). In determining whether extent of such excess, and in no event shall the Minimum Claim Amount has been satisfied, (i) the Indemnifying Party's indemnification obligations with respect to breaches of representations, warranties and covenants involving materiality qualifiers shall be included in the calculation aggregate liability of the Minimum Claim Amount and (ii) the amount of any such obligation shall be determined without regard to the Threshold Amount (as defined in Section 11.2). In the event that an Indemnifying Party's aggregate indemnification obligations (but for this Section 9.4(b)) exceed the Minimum Claim Amount, the Indemnifying Party shall be obligated to indemnify the Indemnified Party under this Section 9 only for the aggregate of such obligations in excess of the Minimum Claim Amount, and the total amount paid to an Indemnified Party by an Indemnifying Party under this Section 9 Agreement for Qualified Claims or Tax Claims exceed 50% of the Purchase Price, (including amounts paid with respect to the 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 ($17,000,000.00); provided“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 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 cap 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 limit (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 increase be liable hereunder only for an amount equal to Twentyseventy-Seven Million Dollars five percent ($27,000,000.0075%) when the principal amount due under the Note is paid in full by APSof any Claim with respect to a particular matter.

Amount Limitation. Except for Cobalt's and CC Holdings' indemnification obligations with respect to the breach claims for breaches of the representations and or warranties contained in Section 2.17 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 Excluded Leases limitations set forth in this sentence and Operations (which shall be enforceable without regard to not count towards satisfying the Minimum Claim Amount provided hereinBasket (as defined below), an Indemnified Party shall not be entitled to indemnification under this Section 9 for breach of a representation, representation or warranty or covenant, unless the aggregate of the Indemnifying Party's indemnification obligations to the Indemnified Party pursuant to this Section 9 (but determined for purposes of this calculation without regard to this Section 9.4(b9.6(b)) exceeds One Hundred Thousand Dollars ($100,000.00) 100,000.00 (the "Minimum Claim AmountBasket"); 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. In determining whether 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 Minimum 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 Amount has been satisfiedhereunder. Notwithstanding anything to the contrary in this Agreement, (i) the Indemnifying Party's indemnification obligations total amount paid by West Bend under this Section 9 in connection with respect to breaches of representations, warranties and covenants involving materiality qualifiers Section 3.15 of this Agreement shall be included in the calculation subject to an aggregate cap or limit of the Minimum Claim Amount $575,000.00 and (ii) the amount of any such obligation shall be determined without regard to the Threshold Amount (as defined in Section 11.2). In the event that an Indemnifying Party's aggregate indemnification obligations (but for this Section 9.4(b)) exceed the Minimum Claim Amount, the Indemnifying Party shall be obligated to indemnify the Indemnified Party under this Section 9 only for the aggregate of such obligations in excess of the Minimum Claim Amount, and the total amount paid to an Indemnified Party by an Indemnifying Party under this Section 9 (including amounts paid with respect Claims relating to the Excluded Leases and Operations by Cobalt and CC Holdings as the Indemnifying Partybreaches of Section 3.15) shall be subject to an aggregate cap or limit (the "Claim Cap") of Seventeen Million Dollars (a) $17,000,000.0015,300,000.00, 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, that such cap or limit in no event shall increase the Claim Cap exceed an amount equal to Twenty-Seven Million Dollars ($27,000,000.00) when 17,300,000.00 plus the principal aggregate amount due under the Note is paid in full received by APSWest Bend pursuant to Section 1.4 of this Agreement.

Amount Limitation. Except for Cobalt's and CC Holdings' indemnification obligations with respect to the breach of the representations and warranties contained in Section 2.17 and the Excluded Leases and Operations (which shall be enforceable without regard to the Minimum Claim Amount provided herein), an Indemnified Party shall not be entitled to indemnification under this Section 9 for breach of a representation, warranty or covenant, unless the aggregate of the Indemnifying Party's indemnification obligations to the Indemnified Party pursuant to this Section 9 (but for this Section 9.4(b)) exceeds One Hundred Thousand Dollars ($100,000.00) (the "Minimum Claim AmountMINIMUM CLAIM AMOUNT"). In determining whether the Minimum Claim Amount has been satisfied, (i) the Indemnifying Party's indemnification obligations with respect to breaches of representations, warranties and covenants involving materiality qualifiers shall be included in the calculation of the Minimum Claim Amount and (ii) the amount of any such obligation shall be determined without regard to the Threshold Amount (as defined in Section 11.2). In the event that an Indemnifying Party's aggregate indemnification obligations (but for this Section 9.4(b)) exceed the Minimum Claim Amount, the Indemnifying Party shall be obligated to indemnify the Indemnified Party under this Section 9 only for the aggregate of such obligations in excess of the Minimum Claim Amount, and the total amount paid to an Indemnified Party by an Indemnifying Party under this Section 9 (including amounts paid with respect to the 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 ($17,000,000.00); 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 full by APS.