Common use of CERTAIN INDEMNIFICATIONS LIMITS Clause in Contracts

CERTAIN INDEMNIFICATIONS LIMITS. (a) Buyer shall not have any right to indemnification under Section 7.2, and Shareholders shall not have any right to indemnification under Section 7.3 until the aggregate amount of all such Losses under Section 7.2 or Section 7.3, as applicable, exceeds $50,000 in which case the Shareholders or Buyer or TLSS, as the case may be, shall be liable for all such Losses in excess of the $50,000, however, such Losses shall be capped at seventy-five (75%) percent of the cash portion of the Purchase Price, subject to Section 7.6(b) below. (b) Notwithstanding anything in this Agreement to the contrary, the limits on indemnification set forth in Section 7.6(a) shall not apply in the case of: (i) fraud (including any determination of fraudulent conveyance by the Shareholder); (ii) intentional misrepresentation or (iii) a breach of the Companies and/or Shareholders obligations to comply with laws for acts prior to the Closing.

CERTAIN INDEMNIFICATIONS LIMITS. (a) Buyer shall not have any right to indemnification under Section 7.2, and Shareholders Shareholder shall not have any right to indemnification under Section 7.3 until the aggregate amount of all such Losses under Section 7.2 or Section 7.3, as applicable, exceeds $50,000 in which case the Shareholders Shareholder or Buyer or TLSSBuyer, as the case may be, shall be liable for all such Losses in excess of the $50,000, however, such Losses shall be capped at seventy-five (75%) percent of the cash portion of the Purchase Price, subject to Section 7.6(b) below. (b) Notwithstanding anything in this Agreement to the contrary, the limits on indemnification set forth in Section 7.6(a) shall not apply in the case of: (i) fraud (including any determination of fraudulent conveyance by the Shareholder); or (ii) intentional misrepresentation or (iii) a breach of the Companies and/or Shareholders obligations to comply with laws for acts prior to the Closingmisrepresentation.

CERTAIN INDEMNIFICATIONS LIMITS. (a) Buyer shall not have any right to indemnification under Section 7.2, and Shareholders Shareholder shall not have any right to indemnification under Section 7.3 until the aggregate amount of all such Losses under Section 7.2 or Section 7.3, as applicable, exceeds $50,000 in which case the Shareholders Shareholder or Buyer or TLSSBuyer, as the case may be, shall be liable for all such Losses from the first dollar. Except as set forth in excess Section 7.6(b), in no event shall Buyer’s, on the one hand, or Shareholders’, on the other hand, aggregate Liability with respect to claims for Losses exceed the principal balance of the $50,000, however, such Losses shall be capped at seventy-five (75%) percent of the cash portion of the Purchase Price, subject to Section 7.6(b) belowNote. (b) Notwithstanding anything in this Agreement to the contrary, the limits on indemnification set forth in Section 7.6(a) shall not apply in the case of: (i) fraud (including any determination of fraudulent conveyance by the Shareholder); or (ii) intentional misrepresentation or (iii) a breach of the Companies and/or Shareholders obligations to comply with laws for acts prior to the Closingmisrepresentation.

CERTAIN INDEMNIFICATIONS LIMITS. (a) Buyer shall not have any right to indemnification under Section 7.2, and Shareholders Shareholder shall not have any right to indemnification under Section 7.3 until the aggregate amount of all such Losses under Section 7.2 or Section 7.3, as applicable, exceeds $50,000 100,000 in which case the Shareholders Shareholder or Buyer or TLSS, as the case may be, shall be liable for all such Losses in excess of the $50,000, however, such Losses shall be capped at seventy-five (75%) percent of the cash portion of the Purchase Price, subject to Section 7.6(b) below100,000. (b) Notwithstanding anything in this Agreement to the contrary, the limits on indemnification set forth in Section 7.6(a) shall not apply in the case of: (i) fraud (including any determination of fraudulent conveyance by the Shareholder); or (ii) intentional misrepresentation or (iii) a breach of the Companies and/or Shareholders obligations to comply with laws for acts prior to the Closingmisrepresentation.