Common use of Certain Limitations on Amount Clause in Contracts

Certain Limitations on Amount. (i) If the Closing occurs, Seller shall have no liability with respect to claims under Section 12(a) until the aggregate of all losses suffered by Buyer with respect to such claims exceeds $150,000; provided, however, that if the aggregate of all such losses exceeds $150,000, Seller shall be liable for all such losses. If the Closing occurs, the aggregate liability of Seller with respect to losses for claims under Section 12(a) shall not exceed $2,000,000. Notwithstanding the foregoing, this Section 12(d)(i) shall not apply to: (i) tax claims; (ii) any breach of which Seller has knowledge at any time at or prior to the date on which such representation and warranty was made; and/or (iii) Seller’s remediation obligations set forth in Section 13 below. (ii) If the Closing occurs, Buyer shall have no liability with respect to claims under Section 12(b) until the aggregate of all losses suffered by Buyer with respect to such claims exceeds $150,000; provided, however, that if the total of all such losses exceeds $150,000, Buyer shall be liable for all such losses. If the Closing occurs, the aggregate liability of Buyer with respect to losses for claims under Section 12(b) shall not exceed $2,000,000. Notwithstanding the foregoing, this Section 12(d)(ii) shall not apply to any breach of which Buyer has knowledge at any time at or prior to the date on which such representation and warranty was made.

Certain Limitations on Amount. (ia) If the Closing occurs, Seller Sellers shall have no liability with respect to claims under Section 12(a11.2(a) until the aggregate of all losses Losses suffered by all Buyer Indemnified Persons with respect to such claims exceeds $150,000$ ; provided, however, that if the aggregate of all such losses Losses exceeds $150,000$ , Seller Sellers shall be liable for all such lossesLosses. [If the Closing occurs, the aggregate liability of Seller Sellers with respect to losses Losses for claims under Section 12(a11.2(a) shall not exceed $2,000,000. Notwithstanding the foregoing$ .] However, this Section 12(d)(i11.6(a) shall will not apply to: (i) tax claims; (ii) to any breach Breach of which a Seller has knowledge Knowledge at any time at or prior to the date on which such representation and warranty was made; and/or (iii) Seller’s remediation obligations set forth made or to any Breach of any representation or warranty in Section 13 belowSections 3.1, 3.2, 3.3, 3.11, 3.13, 3.19, 3.24, or 3.28. (iib) If the Closing occurs, Buyer shall have no liability with respect to claims under Section 12(b11.4(a) until the aggregate of all losses Losses suffered by Buyer all Seller Indemnified Persons with respect to such claims exceeds $150,000$ ; provided, however, that if the total of all such losses Losses exceeds $150,000$ , Buyer shall be liable for all such lossesLosses. [If the Closing occurs, the aggregate liability of Buyer with respect to losses Losses for claims under Section 12(b11.4(a) shall not exceed $2,000,000. Notwithstanding the foregoing$ .] However, this Section 12(d)(ii11.6(b) shall will not apply to any breach Breach of which Buyer has knowledge Knowledge at any time at or prior to the date on which such representation and warranty was mademade or to any Breach of any representation or warranty in Section 4.1, 4.2, or 4.5.

Certain Limitations on Amount. (ia) If the Closing occurs, Seller shall have no liability with respect to claims under Section 12(a11.2(a) until the aggregate of all losses Losses suffered by all Buyer Indemnified Persons with respect to such claims exceeds $150,00040,000; provided, however, that if the aggregate of all such losses Losses exceeds $150,00040,000, Seller shall be liable for all such lossesLosses. If In addition, if the Closing occurs, the aggregate liability of Seller with respect to losses Losses for claims under Section 12(a11.2(a) shall not exceed $2,000,0007,250,000. Notwithstanding the foregoingHowever, this Section 12(d)(i11.6(a) shall will not apply to: (i) tax claims; (ii) to any breach Breach of which Seller has knowledge Knowledge at any time at or prior to the date on which such representation and warranty was made; and/or (iii) Seller’s remediation obligations set forth , to any Breach of any representation or warranty in Section 13 belowSections 3.1, 3.2, 3.3, 3.11, 3.13, 3.19, 3.24, or 3.28 or in the case of fraud. (iib) If the Closing occurs, Seller’s maximum aggregate liability for all claims under Section 11.2 (h) above shall be limited to $1,000,000. (c) If the Closing occurs, Buyer shall have no liability with respect to claims under Section 12(b11.4(a) until the aggregate of all losses Losses suffered by Buyer all Seller Indemnified Persons with respect to such claims exceeds $150,00040,000; provided, however, that if the total of all such losses Losses exceeds $150,00040,000, Buyer shall be liable for all such lossesLosses. If In addition, if the Closing occurs, the aggregate liability of Buyer with respect to losses Losses for claims under Section 12(b11.4(a) shall not exceed $2,000,0007,250,000. Notwithstanding the foregoingHowever, this Section 12(d)(ii11.6(b) shall will not apply to any breach Breach of which Buyer has knowledge Knowledge at any time at or prior to the date on which such representation and warranty was made, to any Breach of any representation or warranty in Section 4.1, 4.2, or 4.5 or in the case of fraud.