Common use of Dollar Limitations Clause in Contracts

Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) or 10.1(b) (other than with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c)) exceed, and the Seller’s collective aggregate liability under Sections 10.1(a) or 10.1(b) (other than with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c)) shall be limited to, an amount equal to fifteen percent (15%) of the Purchase Price (the “Cap”). In no event will the collective aggregate amount for which the Seller shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) with respect to the representations and warranties contained in Sections 3.4, 4.2 and 4.11(c) exceed the Purchase Price; provided, however, that in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) or 10.1(b) exceed the Purchase Price. Notwithstanding any other provision of this Agreement to the contrary, the Seller’s liability relating to the TCAE Tax Contingency and Seller Taxes shall not be subject to any Cap or Basket or Purchase Price limit otherwise provided for herein. (b) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by the Seller to any member of the Purchaser Group with respect to the indemnification of any claims pursuant to Section 10.1 until the aggregate amount of Damages actually incurred by the Purchaser Group with respect to such claims against the Seller shall exceed on a cumulative basis an amount equal to U.S.$1,000,000 of the Purchase Price (the “Basket”), in which event the Seller shall be responsible for the full amount of the damages (i.e. not just the amount in excess of the Basket). In addition, the Seller will not be responsible for making payments with respect to Damages for any individual unrelated items pursuant to Section 10.1 where the aggregate Damages relating thereto are less than U.S.$100,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Purchaser Group exceed the Basket. In connection with any claim for indemnification under Section 10.1, the Purchaser and the other members of the Purchaser Group will promptly provide the Seller with written notice of all claims included in the Basket and copies of all documents reasonably requested by the Seller relating thereto. The limitations of this Section 10.6(b) shall not apply to claims with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c).

Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) or 10.1(b) (other than with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c)) exceed, and the Seller’s collective aggregate liability under Sections 10.1(a) or 10.1(b) (other than with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c)) shall be limited to, an amount equal to fifteen percent (15%) of the Purchase Price (the “Cap”). In no event will the collective aggregate amount for which the Seller shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) with respect to the representations and warranties contained in Sections 3.4, 4.2 and 4.11(c) exceed the Purchase Price; provided, however, that in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) or 10.1(b) exceed the Purchase Price. Notwithstanding any other provision of this Agreement to the contrary, the Seller’s liability relating to the TCAE Tax Contingency and Seller Taxes shall not be subject to any Cap or Basket or Purchase Price limit otherwise provided for herein. (b) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by the Seller to any member of the Purchaser Group with respect to the indemnification of any claims pursuant to Section 10.1 until the aggregate amount of Damages actually incurred by the Purchaser Group with respect to such claims against the Seller shall exceed on a cumulative basis an amount equal to U.S.$1,000,000 U.S.$1,250,000 of the Purchase Price (the “Basket”), in which event the Seller shall be responsible for the full amount of the damages (i.e. not just the amount in excess of the Basket). In addition, the Seller will not be responsible for making payments with respect to Damages for any individual unrelated items pursuant to Section 10.1 where the aggregate Damages relating thereto are less than U.S.$100,000 U.S.$150,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Purchaser Group exceed the Basket. In connection with any claim for indemnification under Section 10.1, the Purchaser and the other members of the Purchaser Group will promptly provide the Seller with written notice of all claims included in the Basket and copies of all documents reasonably requested by the Seller relating thereto. The limitations of this Section 10.6(b) shall not apply to claims with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c).

Dollar Limitations. (a) Anything contained in this Agreement Subject to the contrary notwithstandingSection 12.6(c), in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a(i) or 10.1(b) (other than with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c)) exceed, and the Seller’s collective aggregate liability under Sections 10.1(a) or 10.1(b) (other than with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c)) shall be limited to, an amount equal to fifteen percent (15%) of the Purchase Price (the “Cap”). In no event will the collective aggregate amount for which the Seller shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) with respect to the representations and warranties contained in Sections 3.4, 4.2 and 4.11(c) exceed the Purchase Price; provided, however, that in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) or 10.1(b) exceed the Purchase Price. Notwithstanding any other provision of this Agreement to the contrary, the Seller’s liability relating to the TCAE Tax Contingency and Seller Taxes shall not be subject to any Cap or Basket or Purchase Price limit otherwise provided for herein. (b) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by the Seller to any member of the Purchaser Buyer Group with respect to the indemnification of any claims pursuant to Section 10.1 12.1(a) until the aggregate amount of Damages actually incurred by the Purchaser Buyer Group with respect to such claims against the Seller shall exceed on a cumulative basis an amount equal to U.S.$1,000,000 of the Purchase Price $15,000,000 (the “Basket”), in which event the Seller shall be responsible for the full entire amount of such Damages in excess of $7,500,000 (the damages “Deductible”), and (i.e. not just ii) no monetary amount will be payable by Buyer to any member of the Seller Group with respect to the indemnification of any claims pursuant to Section 12.2(a) until the aggregate amount of Damages actually incurred by the Seller Group with respect to such claims shall exceed on a cumulative basis an amount equal to the Basket, in which event Buyer shall be responsible for the entire amount of such Damages in excess of the Basket). In addition, the Seller will not be responsible for making payments with respect to Damages for any individual unrelated items pursuant to Section 10.1 where the aggregate Damages relating thereto are less than U.S.$100,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Purchaser Group exceed the BasketDeductible. In connection with (i) any claim for indemnification under Section 10.112.1(a), the Purchaser Buyer and the other members of the Purchaser Buyer Group will promptly provide the Seller with written notice of all claims included in the Basket and copies of all documents reasonably requested by Seller relating thereto and (ii) any claim for indemnification under Section 12.2(a), Seller and the other members of the Seller Group will promptly provide Buyer with written notice of all claims included in the Basket and copies of all documents reasonably requested by Buyer relating thereto. The limitations of this Section 10.6(bIn addition, (i) shall Seller will not apply to claims be responsible for making payments with respect to Damages for any individual items or series of related items pursuant to Section 12.1(a) where the aggregate Damages relating thereto are less than $300,000 with respect to any representation and warranty made as of the date hereof and $500,000 with respect to any representation and warranty made as of the Closing Date (the “Per Claim Threshold”) and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group exceed the Basket and (ii) Buyer will not be responsible for making payments with respect to Damages for individual items or series of related items pursuant to Section 12.2(a) where the aggregate Damages relating thereto are less than the Per Claim Threshold and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Seller Group exceed the Basket. (b) Subject to Section 12.6(c), (i) in no event will the aggregate amount for which Seller shall be responsible to indemnify all members of the Buyer Group for all claims under Section 12.1(a) exceed, and Seller’s aggregate liability under Section 12.1(a) shall be limited to, an amount equal to $95,000,000 (the “Cap”) and (ii) in no event will the aggregate amount for which Buyer shall be responsible to indemnify all members of the Seller Group for all claims under Section 12.2(a) exceed, and Buyer’s aggregate liability under Section 12.2(a) shall be limited to, an amount equal to the Cap. (c) Notwithstanding anything contained in this Agreement to the contrary, the Basket, the Deductible and the Cap shall not be applicable to, and the Indemnified Party shall be indemnified in full for, Damages (i) arising out of, relating to or resulting from breaches or inaccuracies in the representations and warranties contained in Sections 3.4the Seller Fundamental Representations and the Buyer Fundamental Representations, 4.2 or (ii) arising out of or resulting from fraud or intentional misrepresentation by Seller or Buyer. (d) Anything contained in this Agreement to the contrary notwithstanding, (i) in no event will the aggregate amount for which Seller shall be responsible to indemnify all members of the Buyer Group for all claims under this Agreement, including Section 12.1 and 4.11(c)Section 13.8, exceed, and Seller’s aggregate liability under this Agreement, including Section 12.1 and Section 13.8, shall be limited to, an amount equal to the Purchase Price and (ii) in no event will the aggregate amount for which Buyer shall be responsible to indemnify all members of the Seller Group for all claims under this Agreement, including Section 12.2 and Section 13.8, exceed, and Buyer’s aggregate liability under this Agreement, including Section 12.2 and Section 13.8, shall be limited to, an amount equal to the Purchase Price.

Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by Seller to any member of the Buyer Group with respect to the indemnification of any claims pursuant to Section 12.1(a) until the aggregate amount of Damages actually incurred by the Buyer Group with respect to such claims shall exceed on a cumulative basis an amount equal to Eighteen Million dollars ($18,000,000) (the “Deductible”), in which event Seller shall be responsible only for the amount in excess of the Deductible. In addition, Seller will not be responsible for making payments with respect to Damages for any individual items pursuant to Section 12.1(a) where the aggregate Damages relating thereto are less than $100,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group exceed the Deductible. In connection with any claim for indemnification under Section 12.1(a) Buyer and the other members of the Buyer Group will promptly provide Seller with written notice of all claims included in the Deductible and copies of all documents reasonably requested by Seller relating thereto. (b) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify all members of the Purchaser Buyer Group for all claims under Sections 10.1(a) or 10.1(bSection 12.1(a) (other than with respect to the Seller’s 's representations and warranties with respect to ownership of the Shares, the REC Holding Shares and the REC Technologies Equity contained in Sections 3.4, 4.2 and 4.11(c)Section 5.5) exceed, and the Seller’s collective 's aggregate liability under Sections 10.1(a) or 10.1(bSection 12.1(a) (other than with respect to the Seller’s 's representations and warranties with respect to ownership of the Shares, the REC Holding Shares and the REC Technologies Equity contained in Sections 3.4, 4.2 and 4.11(c)Section 5.5) shall be limited to, an amount equal to fifteen percent One Hundred Eighty Million dollars (15%$180,000,000). (c) of the Purchase Price (the “Cap”). In no event will the collective aggregate amount for which the Seller shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) with respect Anything contained in this Agreement to the representations and warranties contained in Sections 3.4contrary notwithstanding, 4.2 and 4.11(c) exceed the Purchase Price; provided, however, that in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify all members of the Purchaser Buyer Group for all claims under this Agreement, including Sections 10.1(a) or 10.1(b) exceed the Purchase Price. Notwithstanding any other provision of 12.1, 12.3 and 13.8(a), exceed, and Seller's aggregate liability under this Agreement Agreement, including Sections 12.1, 12.3 and 13.8(a), shall be limited to, an amount equal to the contrary, the Seller’s liability relating to the TCAE Tax Contingency and Seller Taxes shall not be subject to any Cap or Basket or Purchase Price limit otherwise provided for hereinOne Thousand Eight Hundred Million dollars ($1,800,000,000). (bd) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by the Seller Buyer to any member of the Purchaser Seller Group with respect to the indemnification of any claims pursuant to Section 10.1 until the aggregate amount of Damages actually incurred by the Purchaser Group 12.2(a) (other than with respect to such claims against the Seller shall exceed on a cumulative basis an amount equal to U.S.$1,000,000 of the Purchase Price (the “Basket”), in which event the Seller shall be responsible for the full amount of the damages (i.e. not just the amount in excess of the Basket). In addition, the Seller will not be responsible for making payments Buyer's representations and warranties with respect to Damages for any individual unrelated items pursuant to Section 10.1 where the aggregate Damages relating thereto are less than U.S.$100,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Purchaser Group exceed the Basket. In connection with any claim for indemnification under Section 10.1, the Purchaser and the other members of the Purchaser Group will promptly provide the Seller with written notice of all claims included in the Basket and copies of all documents reasonably requested by the Seller relating thereto. The limitations of this Section 10.6(b) shall not apply to claims with respect to the Seller’s representations and warranties sufficient funds contained in Sections 3.4, 4.2 and 4.11(c).in

Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) or 10.1(b) (other than with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c)) exceed, and the Seller’s collective aggregate liability under Sections 10.1(a) or 10.1(b) (other than with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c)) shall be limited to, an amount equal to fifteen percent (15%) of the Purchase Price (the “Cap”). In no event will the collective aggregate amount for which the Seller shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) with respect to the representations and warranties contained in Sections 3.4, 4.2 and 4.11(c) exceed the Purchase Price; provided, however, that in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) or 10.1(b) exceed the Purchase Price. Notwithstanding any other provision of this Agreement to the contrary, the Seller’s liability relating to the TCAE Tax Contingency and Seller Taxes shall not be subject to any Cap or Basket or Purchase Price limit otherwise provided for herein. (b) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by the Seller to any member of the Purchaser Group with respect to the indemnification of any claims pursuant to Section 10.1 until the aggregate amount of Damages actually incurred by the Purchaser Group with respect to such claims against the Seller shall exceed on a cumulative basis an amount equal to U.S.$1,000,000 of the Purchase Price (the “Basket”), in which event the Seller shall be responsible for the full amount of the damages (i.e. not just the amount in excess of the Basket). In addition, the Seller will not be responsible for making payments with respect to Damages for any individual unrelated items pursuant to Section 10.1 where the aggregate Damages relating thereto are less than U.S.$100,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Purchaser Group exceed the Basket. In connection with any claim for indemnification under Section 10.1, the Purchaser and the other members of the Purchaser Group will promptly provide the Seller with written notice of all claims included in the Basket and copies of all documents reasonably requested by the Seller relating thereto. The limitations of this Section 10.6(b) shall not apply to claims with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c).

Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by any Seller to any member of the Buyer Group with respect to the indemnification of any claims pursuant to Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Section 6.21) until the aggregate amount of Damages actually incurred by the Buyer Group with respect to such claims against both Sellers shall exceed on a cumulative basis an amount equal to One Million Five Hundred Thousand dollars ($1,500,000) (the “Deductible”), in which event each Seller shall be responsible only for one-half of the amount in excess of the Deductible. In addition, no Seller will be responsible for making payments with respect to Damages for any individual items pursuant to Sections 13.1(a)(i) or Section 13.1(b)(i) (other than with respect to claims relating to representations and warranties regarding brokers contained in Sections 5.6 and 6.21) where the aggregate Damages relating thereto are less than Fifty Thousand dollars ($50,000) and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group exceed the Deductible. In connection with any claim for indemnification under 13.1(b)(i), Buyer and the other members of the Buyer Group will promptly provide each Seller with written notice of all claims included in the Deductible and copies of all documents reasonably requested by any Seller relating thereto. (b) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which the any Seller collectively shall be responsible to indemnify all members of the Purchaser Buyer Group for all claims under Sections 10.1(a13.1(a)(i) or 10.1(band 13.1(b)(i) (other than with respect to the claims relating to such Seller’s representations and warranties with respect to title to the RSC Shares contained in Section 5.5 and brokers contained in Sections 3.4, 4.2 5.6 and 4.11(c)Section 6.21) exceed, and the each Seller’s collective aggregate liability under Sections 10.1(a13.1(a)(i) or 10.1(band 13.1(b)(i) (other than with respect to the claims relating to such Seller’s representations and warranties with respect to title to the RSC Shares contained in Section 5.5 and brokers contained in Sections 3.4, 4.2 5.6 and 4.11(c)6.21) shall be limited to, an amount equal to fifteen percent Eight Million Five Hundred Thousand dollars (15%) of the Purchase Price (the “Cap”$8,500,000). In no event will the collective aggregate amount for which the Seller shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) with respect to the representations and warranties contained in Sections 3.4, 4.2 and 4.11(c) exceed the Purchase Price; provided, however, that in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) or 10.1(b) exceed the Purchase Price. Notwithstanding any other provision of this Agreement to the contrary, the Seller’s liability relating to the TCAE Tax Contingency and Seller Taxes shall not be subject to any Cap or Basket or Purchase Price limit otherwise provided for herein. (bc) Anything contained in this Agreement to the contrary notwithstanding, in no monetary amount event will be payable by the Seller to any member of the Purchaser Group with respect to the indemnification of any claims pursuant to Section 10.1 until the aggregate amount of Damages actually incurred by the Purchaser Group with respect to such claims against the for which any Seller shall exceed on a cumulative basis be responsible to indemnify all members of the Buyer Group for all claims under Sections 13.1(a)(i), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) exceed, and each Seller’s aggregate liability under Sections 13.1(a)(i), 13.1(a)(ii), 13.1(b)(i), 13.1(b)(ii), 13.1(b)(iii), 13.1(b)(iv) and 13.1(b)(v) shall be limited to, an amount equal to U.S.$1,000,000 the portion of the Purchase Price (the “Basket”), in which event the Seller shall be responsible for the full amount of the damages (i.e. not just the amount in excess of the Basket). In addition, the Seller will not be responsible for making payments with respect paid to Damages for any individual unrelated items pursuant to Section 10.1 where the aggregate Damages relating thereto are less than U.S.$100,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Purchaser Group exceed the Basket. In connection with any claim for indemnification under Section 10.1, the Purchaser and the other members of the Purchaser Group will promptly provide the Seller with written notice of all claims included in the Basket and copies of all documents reasonably requested by the Seller relating thereto. The limitations of this Section 10.6(b) shall not apply to claims with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c).

Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by Seller to any member of the Buyer Group with respect to the indemnification of any claims pursuant to Section 12.1(a) until the aggregate amount of Damages actually incurred by the Buyer Group with respect to such claims shall exceed on a cumulative basis an amount equal to Eighteen Million dollars ($18,000,000) (the “Deductible”), in which event Seller shall be responsible only for the amount in excess of the Deductible. In addition, Seller will not be responsible for making payments with respect to Damages for any individual items pursuant to Section 12.1(a) where the aggregate Damages relating thereto are less than $100,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer Group exceed the Deductible. In connection with any claim for indemnification under Section 12.1(a) Buyer and the other members of the Buyer Group will promptly provide Seller with written notice of all claims included in the Deductible and copies of all documents reasonably requested by Seller relating thereto. (b) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify all members of the Purchaser Buyer Group for all claims under Sections 10.1(a) or 10.1(bSection 12.1(a) (other than with respect to the Seller’s representations and warranties with respect to ownership of the Shares, the REC Holding Shares and the REC Technologies Equity contained in Sections 3.4, 4.2 and 4.11(c)Section 5.5) exceed, and the Seller’s collective aggregate liability under Sections 10.1(a) or 10.1(bSection 12.1(a) (other than with respect to the Seller’s representations and warranties with respect to ownership of the Shares, the REC Holding Shares and the REC Technologies Equity contained in Sections 3.4, 4.2 and 4.11(c)Section 5.5) shall be limited to, an amount equal to fifteen percent One Hundred Eighty Million dollars (15%$180,000,000). (c) of the Purchase Price (the “Cap”). In no event will the collective aggregate amount for which the Seller shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) with respect Anything contained in this Agreement to the representations and warranties contained in Sections 3.4contrary notwithstanding, 4.2 and 4.11(c) exceed the Purchase Price; provided, however, that in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify all members of the Purchaser Buyer Group for all claims under this Agreement, including Sections 10.1(a) or 10.1(b) exceed the Purchase Price. Notwithstanding any other provision of this Agreement to the contrary12.1, the 12.3 and 13.8(a), exceed, and Seller’s aggregate liability relating under this Agreement, including Sections 12.1, 12.3 and 13.8(a), shall be limited to, an amount equal to the TCAE Tax Contingency and Seller Taxes shall not be subject to any Cap or Basket or Purchase Price limit otherwise provided for hereinOne Thousand Eight Hundred Million dollars ($1,800,000,000). (bd) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by the Seller Buyer to any member of the Purchaser Seller Group with respect to the indemnification of any claims pursuant to Section 10.1 until 12.2(a) (other than with respect to Buyer’s representations and warranties with respect to sufficient funds contained in 70 (e) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which Buyer shall be responsible to indemnify all members of Damages actually incurred by the Purchaser Seller Group for all claims under Section 12.2(a) (other than with respect to such claims against Buyer’s representations and warranties with respect to sufficient funds contained in Section 6.8 and the Seller Buyer Shares contained in Section 6.10) exceed, and Buyer’s aggregate liability under Section 12.2(a) (other than with respect to Buyer’s representations and warranties with respect to sufficient funds contained in Section 6.8 and the Buyer Shares contained in Section 6.10) shall exceed on a cumulative basis be limited to, an amount equal to U.S.$1,000,000 of One Hundred Eighty Million dollars ($180,000,000). (f) Anything contained in this Agreement to the Purchase Price (the “Basket”)contrary notwithstanding, in no event will the aggregate amount for which event the Seller Buyer shall be responsible for the full amount of the damages (i.e. not just the amount in excess of the Basket). In addition, the Seller will not be responsible for making payments with respect to Damages for any individual unrelated items pursuant to Section 10.1 where the aggregate Damages relating thereto are less than U.S.$100,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Purchaser Group exceed the Basket. In connection with any claim for indemnification under Section 10.1, the Purchaser and the other indemnify all members of the Purchaser Seller Group will promptly provide the Seller with written notice of for all claims included under this Agreement, including Sections 12.2 and 13.8(b), exceed, and Buyer’s aggregate liability under this Agreement, including Sections 12.2 and 13.8(a), shall be limited to, in the Basket and copies of all documents reasonably requested by the Seller relating thereto. The limitations of this Section 10.6(b) shall not apply to claims with respect addition to the Seller’s representations and warranties contained in Sections 3.4obligation to pay the Purchase Price, 4.2 and 4.11(can additional amount equal to One Thousand Eight Hundred Million dollars ($1,800,000,000).

Dollar Limitations. Except with respect to Excluded Claims (awith respect to which there will be no "basket"), Buyer shall not be entitled to indemnification from Sellers, and Sellers shall not be required to pay to Buyer for, any Claims unless and until the aggregate amount of all Claims exceeds One Hundred Thirty Thousand Dollars ($130,000) Anything contained (the "Basket Amount"). In the event Buyer's Claims exceed the Basket Amount, Buyer shall be entitled to indemnification for such Claims in this Agreement to excess of the contrary notwithstandingBasket Amount; PROVIDED, FURTHER, that Sellers' aggregate liability for any Claims by Buyer (i.e., the amount of such Claims in excess of the Basket Amount) shall in no event will exceed Two Million Dollars ($2,000,000) (the "Basket Cap"), except as to Excluded Claims which shall not be subject to the Basket Cap. By way of example, if the aggregate Claims (not including Excluded Claims) by Buyer were Two Million One Hundred Thirty Thousand Dollars ($2,130,000), then Sellers would be liable to Buyer for Two Million Dollars ($2,000,000) of such Claims (i.e., the aggregate amount for which thereof less the Seller collectively shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) or 10.1(b) (other than with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c)) exceed, and the Seller’s collective aggregate liability under Sections 10.1(a) or 10.1(b) (other than with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c)) shall be limited to, an amount equal to fifteen percent (15%) of the Purchase Price (the “Cap”Basket Amount). In no event will the collective aggregate amount for which the Seller shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a) with respect to the representations and warranties contained in Sections 3.4Further, 4.2 and 4.11(c) exceed the Purchase Price; provided, however, that in no event will the aggregate amount for which the Seller collectively that Buyer shall be responsible entitled to indemnify recover from Sellers for any of the Purchaser Group for all claims under Sections 10.1(aExcluded Claims pursuant to this Section 9.4 shall not exceed Thirteen Million Dollars ($13,000,000) or 10.1(b) exceed minus any amounts previously recovered by Buyer from Sellers in connection with any of the Purchase PriceClaims that are subject to the Basket Cap. Notwithstanding any other provision of the above or anything else in this Agreement to the contrary, (i) the Seller’s liability Basket Amount shall not apply to any known issues or Claims relating to regulatory matters identified in writing by Buyer to Sellers on or prior to the TCAE Tax Contingency date hereof, (ii) any Claims in respect thereof shall not be subject to or count toward the aggregate dollar limitation on recoverable Claims pursuant to this paragraph, and Seller Taxes (iii) any Claims in respect thereof shall not be subject to any Cap or Basket or Purchase Price limit otherwise provided for hereintime limitation. (b) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by the Seller to any member of the Purchaser Group with respect to the indemnification of any claims pursuant to Section 10.1 until the aggregate amount of Damages actually incurred by the Purchaser Group with respect to such claims against the Seller shall exceed on a cumulative basis an amount equal to U.S.$1,000,000 of the Purchase Price (the “Basket”), in which event the Seller shall be responsible for the full amount of the damages (i.e. not just the amount in excess of the Basket). In addition, the Seller will not be responsible for making payments with respect to Damages for any individual unrelated items pursuant to Section 10.1 where the aggregate Damages relating thereto are less than U.S.$100,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Purchaser Group exceed the Basket. In connection with any claim for indemnification under Section 10.1, the Purchaser and the other members of the Purchaser Group will promptly provide the Seller with written notice of all claims included in the Basket and copies of all documents reasonably requested by the Seller relating thereto. The limitations of this Section 10.6(b) shall not apply to claims with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c).

Dollar Limitations. (a) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which the Seller collectively any party shall be responsible to indemnify the Purchaser Group other party for any and all claims (other than for claims relating to any breach of the Company’s representations in Sections 4.11(a), 4.11(f) and Section 10.1(c)) under this Agreement exceed, and such party’s aggregate liability to the other party for any and all claims under Sections 10.1(a) or 10.1(b) (other than with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c)) exceed, and the Seller’s collective aggregate liability under Sections 10.1(a) or 10.1(b) (other than with respect to the Seller’s representations and warranties contained in Sections 3.4, 4.2 and 4.11(c)) this Agreement shall be limited to, an amount equal to fifteen ten percent (1510%) of the Base Purchase Price (the “General Claims Cap”). In Notwithstanding the foregoing sentence, in no event will the collective aggregate amount for which the Seller shall be responsible to indemnify the Purchaser Group Buyer for any and all claims under Sections 10.1(a) with respect relating to any breach of the Company’s representations and warranties contained in Sections 3.4, 4.2 4.11(a) and 4.11(c) exceed the Purchase Price; provided, however, that in no event will the aggregate amount for which the Seller collectively shall be responsible to indemnify the Purchaser Group for all claims under Sections 10.1(a4.11(f) or 10.1(bthe obligations relating to Section 10.1(c) exceed the Purchase Price. Notwithstanding any other provision of this Agreement to the contraryexceed, and the Seller’s aggregate liability relating to the TCAE Tax Contingency Buyer for any and Seller Taxes all such claims under this Agreement shall not be subject limited to, an amount equal to any Cap or Basket or twenty percent (20%) of the Base Purchase Price limit otherwise provided for herein(the “Environmental Claims Cap”). For the avoidance of doubt, the Environmental Claims Cap shall be mutually exclusive with, and in addition to, the General Claims Cap. (b) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by the Seller to any member of the Purchaser Group Buyer with respect to the indemnification of any claims pursuant to Section 10.1 until the aggregate amount of Damages actually incurred by the Purchaser Group Buyer with respect to such claims against the Seller shall exceed on a cumulative basis an amount equal to U.S.$1,000,000 of the Purchase Price $50,000 (the “BasketSeller Threshold”), in which event the Seller shall be responsible only for the full amount of the damages (i.e. not just the amount Damages in excess of the Basket)Seller Threshold. In addition, the Seller will not be responsible for making payments with respect to Damages for any individual unrelated items pursuant to Section 10.1 where the aggregate Damages relating thereto are less than U.S.$100,000 $5,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Purchaser Group Buyer exceed the BasketSeller Threshold. In connection with any claim for indemnification under Section 10.1, the Purchaser and the other members of the Purchaser Group Buyer will promptly provide the Seller with written notice of all claims included in the Basket Seller Threshold and copies of all documents reasonably requested by the Seller relating thereto. The limitations of . (c) Anything contained in this Section 10.6(b) shall not apply Agreement to claims the contrary notwithstanding, no monetary amount will be payable by the Buyer to the Seller with respect to the Seller’s representations indemnification of any claims pursuant to Section 10.2 until the aggregate amount of Damages actually incurred by the Seller with respect to such claims against the Buyer shall exceed on a cumulative basis an amount equal to $50,000 (the “Buyer Threshold”), in which event the Buyer (as applicable) shall be responsible only for the amount of Damages in excess of the Buyer Threshold. In addition, the Buyer will not be responsible for making payments with respect to Damages for any individual items pursuant to Section 10.2 where the aggregate Damages relating thereto are less than $5,000 and warranties contained such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Seller exceed the Buyer Threshold. In connection with any claim for indemnification under Section 10.2, the Seller will promptly provide the Buyer with written notice of all claims included in Sections 3.4, 4.2 the Buyer Threshold and 4.11(c)copies of all documents reasonably requested by the Buyer relating thereto.