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 Seller shall be responsible to indemnify all members of the Buyer Group for all claims under Section 12.1(a) (other than with respect to Seller's representations and warranties with respect to ownership of the Shares, the REC Holding Shares and the REC Technologies Equity contained in Section 5.5) exceed, and Seller's aggregate liability under Section 12.1(a) (other than with respect to Seller's representations and warranties with respect to ownership of the Shares, the REC Holding Shares and the REC Technologies Equity contained in Section 5.5) shall be limited to, an amount equal to One Hundred Eighty Million dollars ($180,000,000). (c) Anything contained in this Agreement to the contrary notwithstanding, 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 Sections 12.1, 12.3 and 13.8(a), exceed, and Seller's aggregate liability under this Agreement, including Sections 12.1, 12.3 and 13.8(a), shall be limited to, an amount equal to One Thousand Eight Hundred Million dollars ($1,800,000,000). (d) Anything contained in this Agreement to the contrary notwithstanding, 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) (other than with respect to Buyer's representations and warranties with respect to sufficient funds contained in
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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 Seller any party shall be responsible to indemnify the other party for any and all members claims (other than for claims relating to any breach of the Buyer Group 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 Section 12.1(a) (other than with respect to Seller's representations and warranties with respect to ownership of the Shares, the REC Holding Shares and the REC Technologies Equity contained in Section 5.5) exceed, and Seller's aggregate liability under Section 12.1(a) (other than with respect to Seller's representations and warranties with respect to ownership of the Shares, the REC Holding Shares and the REC Technologies Equity contained in Section 5.5) this Agreement shall be limited to, an amount equal to One Hundred Eighty Million dollars ten percent ($180,000,00010%) of the Base Purchase Price (the “General Claims Cap”).
(c) Anything contained in this Agreement to . Notwithstanding the contrary notwithstandingforegoing sentence, in no event will the aggregate amount for which the Seller shall be responsible to indemnify the Buyer for any and all members claims relating to any breach of the Company’s representations in Sections 4.11(a) and 4.11(f) or the obligations relating to Section 10.1(c) exceed, and the Seller’s aggregate liability to the Buyer Group for any and all such claims under this Agreement, including Sections 12.1, 12.3 and 13.8(a), exceed, and Seller's aggregate liability under this Agreement, including Sections 12.1, 12.3 and 13.8(a), Agreement shall be limited to, an amount equal to One Thousand Eight Hundred Million dollars twenty percent ($1,800,000,00020%) of the Base Purchase Price (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.
(db) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by Buyer to any member of the Seller Group to the Buyer with respect to the indemnification of any claims pursuant to Section 12.2(a) (other than 10.1 until the aggregate amount of Damages actually incurred by the Buyer with respect to Buyer's representations and warranties such claims against the Seller shall exceed on a cumulative basis an amount equal to $50,000 (the “Seller Threshold”), in which event the Seller shall be responsible only for the amount of Damages in excess of the Seller Threshold. In addition, the Seller will not be responsible for making payments with respect to sufficient funds Damages for any individual items pursuant to Section 10.1 where the aggregate Damages relating thereto are less than $5,000 and such items shall not be aggregated for purposes of determining whether aggregate Damages incurred by the Buyer exceed the Seller Threshold. In connection with any claim for indemnification under Section 10.1, the Buyer will promptly provide the Seller with written notice of all claims included in the Seller Threshold and copies of all documents reasonably requested by the Seller relating thereto.
(c) Anything contained inin this Agreement to the contrary notwithstanding, no monetary amount will be payable by the Buyer to the Seller with respect to the 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 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 the Buyer Threshold and copies of all documents reasonably requested by the Buyer relating thereto.
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Samples: Stock Purchase Agreement
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 12.1(a13.1(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 Eighteen One Million Five Hundred Thousand dollars ($18,000,0001,500,000) (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 not be responsible for making payments with respect to Damages for any individual items pursuant to Sections 13.1(a)(i) or Section 12.1(a13.1(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 ($100,000 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 Section 12.1(a) 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 any Seller shall be responsible to indemnify all members of the Buyer Group for all claims under Section 12.1(aSections 13.1(a)(i) and 13.1(b)(i) (other than with respect to claims relating to such Seller's ’s representations and warranties with respect to ownership of title to the Shares, the REC Holding RSC Shares and the REC Technologies Equity contained in Section 5.55.5 and brokers contained in Sections 5.6 and Section 6.21) exceed, and each Seller's ’s aggregate liability under Section 12.1(aSections 13.1(a)(i) and 13.1(b)(i) (other than with respect to claims relating to such Seller's ’s representations and warranties with respect to ownership of title to the Shares, the REC Holding RSC Shares and the REC Technologies Equity contained in Section 5.55.5 and brokers contained in Sections 5.6 and 6.21) shall be limited to, an amount equal to One Eight Million Five Hundred Eighty Million Thousand dollars ($180,000,0008,500,000).
(c) Anything contained in this Agreement to the contrary notwithstanding, in no event will the aggregate amount for which any Seller shall be responsible to indemnify all members of the Buyer Group for all claims under this Agreement, including Sections 12.1, 12.3 and 13.8(a13.1(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 ’s aggregate liability under this Agreement, including Sections 12.1, 12.3 and 13.8(a13.1(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 One Thousand Eight Hundred Million dollars ($1,800,000,000).
(d) Anything contained in this Agreement to the contrary notwithstanding, no monetary amount will be payable by Buyer to any member portion of the Seller Group with respect Purchase Price paid to the indemnification of any claims pursuant to Section 12.2(a) (other than with respect to Buyer's representations and warranties with respect to sufficient funds contained insuch Seller.
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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 Seller shall be responsible to indemnify all members of the Buyer Group for all claims under Section 12.1(a) (other than with respect to Seller's ’s representations and warranties with respect to ownership of the Shares, the REC Holding Shares and the REC Technologies Equity contained in Section 5.5) exceed, and Seller's ’s aggregate liability under Section 12.1(a) (other than with respect to Seller's ’s representations and warranties with respect to ownership of the Shares, the REC Holding Shares and the REC Technologies Equity contained in Section 5.5) shall be limited to, an amount equal to One Hundred Eighty Million dollars ($180,000,000).
(c) Anything contained in this Agreement to the contrary notwithstanding, 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 Sections 12.1, 12.3 and 13.8(a), exceed, and Seller's ’s aggregate liability under this Agreement, including Sections 12.1, 12.3 and 13.8(a), shall be limited to, an amount equal to One Thousand Eight Hundred Million dollars ($1,800,000,000).
(d) Anything contained in this Agreement to the contrary notwithstanding, 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) (other than with respect to Buyer's ’s representations and warranties with respect to sufficient funds contained inin 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 the Seller Group for all claims 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) 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 be limited to, an amount equal to One Hundred Eighty Million dollars ($180,000,000).
(f) 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 the Seller Group for all claims 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 addition to the obligation to pay the Purchase Price, an additional amount equal to One Thousand Eight Hundred Million dollars ($1,800,000,000).
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Dollar Limitations. (a) Anything contained in this Agreement Subject to the contrary notwithstandingSection 12.6(c), (i) 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) 15,000,000 (the “DeductibleBasket”), in which event Seller shall be responsible only for the entire amount of such Damages in excess of $7,500,000 (the “Deductible”), and (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 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 (i) 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 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. In addition, (i) Seller will not 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) Anything contained in this Agreement Subject to the contrary notwithstandingSection 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) (other than with respect to Seller's representations and warranties with respect to ownership of the Shares, the REC Holding Shares and the REC Technologies Equity contained in Section 5.5) exceed, and Seller's ’s aggregate liability under Section 12.1(a) (other than with respect to Seller's representations and warranties with respect to ownership of the Shares, the REC Holding Shares and the REC Technologies Equity contained in Section 5.5) shall be limited to, an amount equal to One Hundred Eighty Million dollars $95,000,000 ($180,000,000)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 the Seller Fundamental Representations and the Buyer Fundamental Representations, 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 Sections 12.1, 12.3 Section 12.1 and 13.8(a)Section 13.8, exceed, and Seller's ’s aggregate liability under this Agreement, including Sections 12.1, 12.3 Section 12.1 and 13.8(a)Section 13.8, shall be limited to, an amount equal to One Thousand Eight Hundred Million dollars the Purchase Price and ($1,800,000,000).
(dii) Anything contained in this Agreement no event will the aggregate amount for which Buyer shall be responsible to the contrary notwithstanding, no monetary amount will be payable by Buyer to any member indemnify all members of the Seller Group with respect 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 indemnification of any claims pursuant to Section 12.2(a) (other than with respect to Buyer's representations and warranties with respect to sufficient funds contained inPurchase Price.
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