Common use of Cap and Deductible Clause in Contracts

Cap and Deductible. Notwithstanding anything to the contrary contained in this Agreement (except that the following limitations set forth in clauses (i), (ii) and (iii) will not apply to Losses (including any Environmental Losses) arising under Section 8.1(c), Section 9.1 or Article 11 or adjustments pursuant to Section 2.6 or Section 2.7): (i) no indemnification payments will be made by or on behalf of either Seller to Purchaser or Purchaser to Seller under this Agreement in respect of any individual claim or series claims having the same nature or origin where the Losses relating thereto are less than one hundred thousand dollars ($100,000), and such items less than one hundred thousand dollars ($100,000) will not be aggregated for purposes of calculating the Deductible in clause (ii) below; (ii) no indemnification payments will be made by or on behalf of either Seller to Purchaser or Purchaser to Seller under this Agreement until the aggregate amount of Losses for which such indemnifying party would (but for this clause (ii)) be liable thereunder exceeds two hundred and fifty thousand dollars ($250,000) (such amount being, the “Threshold”), but once exceeded, such indemnifying party shall be liable for all Losses; and (iii) the aggregate total amount in respect of which the Seller will be liable to indemnify and hold harmless the Purchaser Indemnified Parties pursuant to this Agreement will not exceed one million, five hundred thousand dollars ($1,500,000).

Cap and Deductible. Notwithstanding anything to the contrary contained in this Agreement (except that the following limitations set forth in clauses (i), (ii) and (iii) will not apply to Losses (including any Environmental Losses) arising under Section 8.1(c), Section 9.1 or 9.1, Article 11 or Excluded Liabilities which are Off-Site Liabilities, Compliance Liabilities or Xxxx Air Issue Fines and Penalties or adjustments pursuant to Section 2.6 or Section 2.7): (i) no indemnification payments will be made by or on behalf of either Seller to Purchaser or Purchaser to Seller under this Agreement in respect of any individual claim or series claims having the same nature or origin where the Losses relating thereto are less than one hundred thousand dollars ($100,000), and such items less than one hundred thousand dollars ($100,000) will not be aggregated for purposes of calculating the Deductible in clause (ii) below; (ii) no indemnification payments will be made by or on behalf of either Seller to Purchaser or Purchaser to Seller under this Agreement until the aggregate amount of Losses for which such indemnifying party would (but for this clause (ii)) be liable thereunder exceeds two hundred and fifty thousand dollars ($250,000) (such amount being, the “Threshold”), but once exceeded, such indemnifying party shall be liable for all Losses; and (iii) the aggregate total amount in respect of which the Seller will be liable to indemnify and hold harmless the Purchaser Indemnified Parties pursuant to this Agreement will not exceed one million, five hundred thousand dollars ($1,500,000).