Common use of Indemnification Cap Clause in Contracts

Indemnification Cap. (a) The indemnification obligations of each Seller under Article 7 will be limited to the Escrow Amount attributable to such Seller as set forth on Exhibit A; provided however, that (i) in the case of intentional misrepresentation by such Seller, or (ii) Seller Warranty Breaches involving Article 3, the indemnification obligations of each Seller shall be limited to the Closing Cash Payment actually received by such Seller as set forth on Exhibit A. (b) The indemnification obligations of each Management Shareholder under Article 7 will be limited to the Escrow Amount attributable to such Management Shareholder as set forth on Exhibit A; provided however, that (i) in the case of intentional misrepresentation by any Management Shareholder, or (ii) Management Warranty Breaches involving Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the indemnification obligations of each Management Shareholder shall be limited to the Closing Cash Payment plus any Earn-Out Consideration actually received by such Management Shareholder as set forth on Exhibit A. In the event that Section 4.19 survives for a period of more than 18 months pursuant to Section 7.1, any indemnification obligations of the Management Shareholders under Article 7 for claims made after eighteen (18) months after the Closing involving a breach of Section 4.19 will be limited to each such Management Shareholder’s pro rata share (relative to the other Management Shareholders only) of the Escrow Amount. (c) Notwithstanding anything in this Agreement to the contrary, and subject to any limitations contained herein, (i) each Seller shall only be liable for such Seller’s Pro Rata Share of any indemnification obligations for Seller Warranty Breaches

Indemnification Cap. (a) The indemnification obligations of each Seller under Article 7 will be limited Subject to the Escrow Amount attributable to such Seller as limitations set forth on Exhibit A; provided howeverin this Article VIII, that (i) in the case of intentional misrepresentation by such Seller, or (ii) Seller Warranty Breaches involving Article 3, the indemnification obligations of each Seller shall be limited subsequent to the Closing Cash Payment actually received Target will indemnify and hold harmless Acquiror and its officers, directors, agents and employees, and each person, if any, who controls or may control Acquiror within the meaning of the Securities Act (hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitation, reasonable legal fees, (collectively, "Damages") arising out of any breach of or default in connection with any of the representations, warranties, covenants and agreements given or made by such Seller as set forth on Target in this Agreement (excluding Section 2.29 hereto), the Disclosure Schedules or any Exhibit A.to this Agreement. (b) The indemnification obligations Acquiror and Target each acknowledge that such Damages, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the total consideration Acquiror would have agreed to issue in connection with the Merger. In no event shall the aggregate liability of Target and its stockholders exceed $13,750,000 and in no event shall the individual liability of each Management Shareholder under Article 7 will be limited to of Target's stockholders exceed the Escrow Amount attributable to such Management Shareholder as amounts set forth on Exhibit Ain Section 8.2(d) herein; provided provided, however, that (i) nothing in this Agreement shall limit the case liability of intentional misrepresentation by any Management Shareholder, or (ii) Management Warranty Breaches involving Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the indemnification obligations of each Management Shareholder shall be limited to the Closing Cash Payment plus Target stockholder in connection with any Earn-Out Consideration actually received breach by such Management Shareholder as set forth on Exhibit A. In the event that Section 4.19 survives for a period of more than 18 months pursuant to Section 7.1, any indemnification obligations stockholder of the Management Shareholders under Article 7 for claims made after eighteen (18) months after the Closing involving a Stockholder Agreement or irrevocably proxy or any willful misrepresentation or breach by Target or such stockholder of Section 4.19 will be limited to each any representation, warranty or covenant of this Agreement or any fraudulent conduct by Target or such Management Shareholder’s pro rata share (relative to the other Management Shareholders only) of the Escrow Amountstockholder in connection herewith. (c) Notwithstanding anything For the purpose of compensating Acquiror for its Damages pursuant to this Agreement, the Acquiror Common Stock in this Agreement to the contrary, and subject to any limitations contained herein, Escrow Fund shall be valued at the Acquiror Stock Price. (i) each Seller The Escrow Fund shall only be liable security for part of the indemnity obligations hereunder. Subject to the limitations in this Agreement, when entitled to Damages hereunder Acquiror shall be entitled and obligated to seek and claim the full amount of damages from the Escrow Fund until exhausted; and (ii) thereafter from all holders of Target Common Stock as of the Effective Time on a pro rata and several basis (based on their holdings as of the Effective Time) up to an aggregate liability per holder of Target Common Stock of 7% of the value of Acquiror Common Stock received by such Seller’s Pro Rata Share holders as of any indemnification obligations for Seller Warranty Breachesthe Effective Time.

Indemnification Cap. Notwithstanding any provision hereof to the contrary, after the Closing, the aggregate amount of Damages for which Buyer Indemnified Parties shall be entitled to indemnification pursuant to this Section IX for breaches of representations and warranties will not exceed the Escrow Amount minus any amounts paid as a Deficit Amount pursuant to Section 2.5(d); provided, however, that such limitation shall not apply with respect to (ai) The any Damages resulting from or relating to any breach of the Special Representations or the covenants and (ii) any action made with intent to de-fraud by the Seller. Notwithstanding the limitations set forth in the preceding sentences, in no event (other than fraud) shall the Seller’s aggregate Liability for indemnification obligations pursuant to this Agreement exceed the Purchase Price. After the Closing the Escrow Funds shall serve as the sole and exclusive source of each Seller under Article 7 will payment of any claim for indemnification pursuant to Sections 9.2(a) with respect to breaches of representations and warranties for which indemnification is limited to the Escrow Amount as set forth in the first sentence of this Section 9.4(a) as long as Escrow Funds are held by the Escrow Agent. For the avoidance of doubt, claims for indemnification with respect to the covenants or the Special Representations shall not be limited to the Escrow Amount attributable Funds but after the Closing shall be paid first out of the Escrow Funds before any claim may be made against Seller with respect thereto. The Escrow Funds shall serve as the sole and exclusive source of payment of any claim for indemnification pursuant to Section 9.10 until the date which is two (2) years from the Closing Date and from such Seller as set forth on Exhibit A; provided howeverdate until the date which is three (3) years from the Closing Date, that Seller’s aggregate Liability pursuant to Section 9.10 shall be the lower of (i) in the case of intentional misrepresentation by such Seller, or $2 million and (ii) Seller Warranty Breaches involving Article 3, the indemnification obligations of each Seller shall be limited to the Closing Cash Payment actually received by such Seller as set forth on Exhibit A. (b) The indemnification obligations of each Management Shareholder under Article 7 will be limited to the Escrow Amount attributable to such Management Shareholder minus any amounts paid as set forth on Exhibit A; provided however, that (i) in the case of intentional misrepresentation by any Management Shareholder, or (ii) Management Warranty Breaches involving Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the indemnification obligations of each Management Shareholder shall be limited to the Closing Cash Payment plus any Earn-Out Consideration actually received by such Management Shareholder as set forth on Exhibit A. In the event that Section 4.19 survives for a period of more than 18 months Deficit Amount pursuant to Section 7.1, 2.5(d) minus any indemnification obligations of amounts paid in connection with Buyer Claims pursuant to Sections 9.2(a)(i) prior to the Management Shareholders under Article 7 time a claim is properly asserted for claims made after eighteen (18) months after the Closing involving a breach of Section 4.19 will be limited to each such Management Shareholder’s pro rata share (relative to the other Management Shareholders only) of the Escrow Amount9.10. (c) Notwithstanding anything in this Agreement to the contrary, and subject to any limitations contained herein, (i) each Seller shall only be liable for such Seller’s Pro Rata Share of any indemnification obligations for Seller Warranty Breaches

Indemnification Cap. (aClaims for indemnification under Section 11.2(a) The indemnification obligations of each Seller under Article 7 will and Section 11.2(b) shall, if applicable, be limited subject to the Escrow Amount attributable to such Seller as limitations set forth on Exhibit A; provided howeverin this Section 11.4, that and then, with respect to claims under Section 11.2(a), such claims for indemnification shall be satisfied (i) in first, from the case of intentional misrepresentation by such SellerHoldback Shares, or for as long as Holdback Shares remain available to cover the Buyer Indemnified Parties’ indemnifiable Losses and (ii) Seller Warranty Breaches involving Article 3thereafter, the indemnification obligations solely for claims in respect of each Seller shall be limited to the Closing Cash Payment actually received by such Seller as set forth on Exhibit A. (bA) The indemnification obligations of each Management Shareholder under Article 7 will be limited to the Escrow Amount attributable to such Management Shareholder as set forth on Exhibit A; provided howeverany Fundamental Representations, that (iB) in the case cases of intentional misrepresentation by any Management Shareholder, fraud or (C) under clauses (ii) Management Warranty Breaches involving Sections 4.1through (vi) of Section 11.2(a), 4.2from Buyer’s right of set-off (if then available) in accordance with Section 11.5. Recovery (1) from the Holdback Shares shall serve as the sole and exclusive source of indemnification from which the Buyer Indemnified Parties may collect Losses for which they are entitled to indemnification from the Pre-Closing Holders under Section 11.2(a)(i) (other than for breaches of Fundamental Representations), 4.3and (2) from the Holdback Shares and from Buyer’s right of set-off under Section 11.5 shall serve as the sole and exclusive source of indemnification from which the Buyer Indemnified Parties may collect Losses for which they are entitled to indemnification from the Pre-Closing Holders in respect of any Fundamental Representations under Section 11.2(a)(i), 4.4 in cases of fraud and under clauses (ii) through (vi) of Section 11.2(a). The aggregate liability of any Pre-Closing Holder under Section 11.2(a) shall not exceed the aggregate amount of Final Merger Consideration paid or 4.5becomes due and payable to such Pre-Closing Holder under this Agreement. The aggregate liability of the Buyer (x) under Section 11.2(b)(i), the indemnification obligations other than for breaches of each Management Shareholder Fundamental Representations, shall be limited not exceed a cash amount equal to the Closing Cash Payment plus any Earn-Out Consideration actually received number of Holdback Shares multiplied by such Management Shareholder as set forth on Exhibit A. In the event that Section 4.19 survives for a period of more than 18 months pursuant to Section 7.1, any indemnification obligations of the Management Shareholders under Article 7 for claims made after eighteen (18) months after the Closing involving a breach of Section 4.19 will be limited to each such Management Shareholder’s pro rata share (relative to the other Management Shareholders only) of the Escrow Amount. (c) Notwithstanding anything in this Agreement to the contraryBuyer Share Price, and subject to any limitations contained herein, (iy) each Seller under Section 11.2(b) shall only be liable for such Seller’s Pro Rata Share of any indemnification obligations for Seller Warranty Breachesnot exceed the Final Merger Consideration that is paid or becomes due and payable under this Agreement.