Common use of Basket and Cap Clause in Contracts

Basket and Cap. VCI shall be indemnified by the Shareholders and the -------------- Shareholders shall be indemnified by VCI, in each case to the extent that the aggregate of all Losses, determined without regard to whether any Loss was Material or not, exceeds $10,000 (the "Basket Amount"), provided that in no circumstance shall the aggregate liability of the Shareholders or VCI exceed $600,000. Notwithstanding the foregoing, there shall be no Basket Amount applicable to any Loss resulting from a breach of representation or warranty in Sections 3.7 or 3.13.

Basket and Cap. VCI shall be indemnified by the Shareholders Ballstadt and the -------------- Selling Shareholders shall be indemnified by VCI, in each case to the extent that the aggregate of all Losses, determined without regard to whether any Loss was Material or not, exceeds $10,000 (the "Basket Amount"), provided that in no circumstance shall the aggregate liability of the Shareholders Ballstadt or VCI exceed $600,0001,500,000. Notwithstanding the foregoing, there shall be no Basket Amount applicable to any Loss resulting from a breach of representation or warranty representations and warranties in Sections 3.7 3.5 or 3.133.19 or from a failure to make any adjustment required under Section 2.2(e).

Basket and Cap. VCI shall be indemnified by Xxxxxxx and the Selling -------------- Shareholders and Xxxxxxx and the -------------- Selling Shareholders shall be indemnified by VCI, in each case to the extent that the aggregate of all Losses, determined without regard to whether any Loss was Material or not, exceeds $10,000 (the "Basket Amount"), provided that in no circumstance shall the aggregate liability of Xxxxxxx and the Selling Shareholders or VCI exceed $600,0001,500,000. Notwithstanding the foregoing, there shall be no Basket Amount applicable to any Loss resulting from a breach of representation or warranty representations and warranties in Sections 3.7 3.5 or 3.133.19 or from a failure to make any adjustment or pay any amount payable under Article II.

Basket and Cap. VCI shall be indemnified by VUN and the Selling -------------- Shareholders and the -------------- Selling Shareholders shall be indemnified by VCI, in each case to the extent that the aggregate of all Losses, determined without regard to whether any Loss was Material or not, exceeds $10,000 (the "Basket Amount"), provided that in no circumstance shall the aggregate liability of the Selling Shareholders or VCI exceed $600,0001,500,000. Notwithstanding the foregoing, there shall be no Basket Amount applicable to any Loss resulting from a breach of representation or warranty representations and warranties in Sections 3.7 3.5 or 3.133.19 or from a failure to make any adjustment or pay any amount payable under Article II.