Common use of Deductible and Cap Clause in Contracts

Deductible and Cap. Seller shall have no indemnification obligations for Buyer Group’s Losses under Sections 10.1(a)(i) or 10.2(a)(i) unless the aggregate total of such Losses exceeds two percent (2%) of the Purchase Price, and then only to the extent such Losses exceed two percent (2%) of the Purchase Price; provided that in calculating Buyer Group’s Losses, individual Losses under Sections 10.1(a)(i) or 10.2(a)(i) with respect to a single incident or matter in amounts less than $250,000 shall be disregarded. Furthermore, in no event shall Seller’s aggregate liability for indemnification under Sections 10.1(a)(i), 10.1(a)(ii), 10.1(a)(iv) and 10.2(a)(i) exceed fifteen percent (15%) of the Purchase Price. The limitations on indemnification set forth in this Section 10.4(a) shall not apply to Losses related to any breach of any of Seller’s Fundamental Representations; provided that in no event shall Seller’s aggregate liability for indemnification with respect to all claims hereunder including for Losses related to any breach of Seller’s Fundamental Representations exceed an amount equal to the Purchase Price.

Deductible and Cap. Seller shall not have no any indemnification obligations for Buyer Group’s 's Losses under Sections 10.1(a)(i) or 10.2(a)(iSection 11.1(a)(i) unless the aggregate total of such Losses exceeds two one percent (21%) of the Purchase Price, and then only to the extent such Losses exceed two one percent (21%) of the Purchase Price; provided that in calculating Buyer Group’s 's aggregate total Losses, individual Losses under Sections 10.1(a)(i) or 10.2(a)(i) with respect to a single incident or matter in amounts less than One Hundred Thousand Dollars ($250,000 100,000) shall be disregarded. Furthermore, in no event shall Seller’s 's aggregate liability for indemnification under Sections 10.1(a)(i), 10.1(a)(ii), 10.1(a)(iv) and 10.2(a)(iSection 11.1(a)(i) exceed fifteen ten percent (1510%) of the Purchase Price. The limitations on indemnification set forth in this Section 10.4(a11.2(a) shall not apply to Losses related to any breach of any of Seller’s 's Fundamental Representations; provided that in no event shall Seller’s 's aggregate liability for indemnification with respect to all claims hereunder including for Losses related to any breach of Seller’s by Seller of its Fundamental Representations exceed an amount equal to one hundred percent (100%) of the Purchase Price.

Deductible and Cap. Seller shall have no indemnification obligations for Buyer Group’s Losses under Sections 10.1(a)(i) or 10.2(a)(iSection 11.1(a)(i) unless the aggregate total of such Losses exceeds two percent (2%) of the Purchase Price, and then only to the extent such Losses exceed two percent (2%) of the Purchase Price; provided that in calculating Buyer Group’s aggregate total Losses, individual Losses under Sections 10.1(a)(i) or 10.2(a)(iSection 11.1(a)(i) with respect to a single incident or matter in amounts less than $250,000 shall be disregarded. Furthermore, in no event shall Seller’s aggregate liability for indemnification under Sections 10.1(a)(i), 10.1(a)(ii), 10.1(a)(iv11.1(a)(i) and 10.2(a)(i11.1(a)(ii) exceed fifteen percent (15%) of the Purchase Price. The limitations on indemnification set forth in this Section 10.4(a11.2(a) shall not apply to Losses related to any breach of any of Seller’s Fundamental Representations; provided that in no event shall Seller’s aggregate liability for indemnification with respect to all claims hereunder including for Losses related to any breach of Seller’s Fundamental Representations exceed an amount equal to the Purchase Price.

Deductible and Cap. Seller shall have no indemnification obligations for Buyer Group’s Losses under Sections 10.1(a)(i), 10.1(a)(ii), 10.1(a)(iv) or 10.2(a)(i) unless the aggregate total of such Losses exceeds two three percent (23%) of the Purchase Price, and then only to the extent such Losses exceed two three percent (23%) of the Purchase Price; provided that in calculating Buyer Group’s aggregate total Losses, individual Losses under Sections 10.1(a)(i) or 10.2(a)(i) with respect to a single incident or matter in amounts less than $250,000 shall be disregarded. Furthermore, in no event shall Seller’s aggregate liability for indemnification under Sections 10.1(a)(i), 10.1(a)(ii), 10.1(a)(iv) and 10.2(a)(i) exceed fifteen ten percent (1510%) of the Purchase Price. The limitations on indemnification set forth in this Section 10.4(a10.3(a) shall not apply to Losses related to any breach of any of Seller’s Fundamental RepresentationsRepresentations or of Seller’s covenants under Section 6.1(c)(i); provided that in no event shall Seller’s aggregate liability for indemnification with respect to all claims hereunder including for Losses related to any breach of Seller’s Fundamental Representations or of Seller’s covenants under Section 6.1(c)(i) exceed an amount equal to the Purchase Price.