Common use of Indemnification Threshold Clause in Contracts

Indemnification Threshold. Notwithstanding any of the provisions of this Section 10.4, Buyer agrees not to make claims for money Damages hereunder unless and until the aggregate of such claims exceeds $50,000 (the "Indemnification Threshold"); provided, however, that (i) subject to the provisions set forth below, the aggregate amount payable to Buyer or Sellers hereunder with respect to Damages shall not exceed the sum of the cash portion of the Purchase Price and the cash portion of the Additional Purchase Price, (ii) the Indemnification Threshold shall not be applicable to claims by Buyer for Damages arising from a breach by any Majority Shareholder of any provisions of Article II, Article IV, Sections 5.4, 5.5, 5.12, 5.14, 5.16, 5.18, 5.20, 5.27 and 5.34 and any claim arising from a breach of any provisions of any such Section shall not be taken into account for purposes of determining when the Indemnification Threshold has been met and (iii) once the Indemnification Threshold has been met with respect to money Damages as to which the Indemnification Threshold is applicable, Buyer shall be entitled to the full dollar amount of such Damages. Notwithstanding any of the provisions of this Section 10.4, the Majority Shareholders agree not to make claims for money Damages hereunder unless and until the aggregate of such claims exceeds the Indemnification Threshold; provided, however, that (i) the aggregate amount payable to the Sellers hereunder with respect to Damages shall not exceed the sum of the cash portion of the Purchase Price and the cash portion of the Additional Purchase Price, (ii) the Indemnification Threshold shall not be applicable to claims by the Majority Shareholders for Damages arising from a breach by Buyer of any provisions of Article II and Sections 6.5 and 6.6 and any claim arising from a breach of any provisions of any such Article or Section shall not be taken into account for purposes of determining when the Indemnification Threshold has been met and (iii) once the Indemnification Threshold has been met with respect to money Damages as to which the Indemnification Threshold is applicable, the Majority Shareholders shall be entitled to the full dollar amount of such Damages. Notwithstanding contrary provisions of Section 10.4(f)(i), should Buyer default in the payment of any part of the Additional Purchase Price, the aggregate amount payable to Buyer hereunder with respect to Damages shall not exceed the cash portion of the amount of the Purchase Price and the Additional Purchase Price actually paid to Sellers, provided, however, that if Buyer has not paid such Additional Purchase Price pursuant to a claim under Section 10.5 hereof, such limit shall not be imposed until and unless any dispute has been resolved pursuant to Section 11.1 hereof in favor of Sellers.

Indemnification Threshold. Notwithstanding any of (a) No indemnification claim shall be made under the provisions of this Article X (excluding Section 10.410.2(a)(vi)) by the Purchaser Indemnified Group or the Shareholder Indemnified Group (each, Buyer agrees not to make an "Indemnified Group") until such time that the members of such Indemnified Group making a claim for indemnification under such provisions against the Shareholder, in the case of the Purchaser Indemnified Group, or Purchaser and Purchaser Sub, in the case of the Shareholder Indemnified Group (such indemnitor, the "Indemnitor"), believe, in good faith, that they have claims for money indemnification against the Indemnitor under such provisions for Damages hereunder unless and which total on a cumulative basis at least Three Hundred Seventy Five Thousand Dollars ($375,000) (the "General Threshold"). Except as otherwise provided in Section 10.5(b), each Indemnitor shall not be liable to the Indemnified Group for any Damages arising in connection with its indemnification obligations to such Indemnified Group under such provisions until the aggregate amount of such claims Damages exceeds the General Threshold, in which case such Indemnitor shall be liable to the Indemnified Group for the amount by which such Damages exceed One Hundred Seventy Five Thousand Dollars ($50,000 175,000) (the "Indemnification ThresholdGeneral Deductible"); provided. Notwithstanding anything to the contrary herein, howeverexcept as set forth in Section 10.5(b), that under no circumstances, shall the Shareholder's liability under this Article X (excluding Section 10.2(a)(vi)) exceed the amount of Twenty Five Million Dollars ($25,000,000) (the "General Cap"). (b) Notwithstanding anything to the contrary contained herein, none of the General Threshold, the General Deductible or the General Cap shall apply with respect to any Damages arising out of, resulting from, or relating to (1) any inaccuracy or breach of any representation or warranty set forth in any of the Fundamental Seller Representations or Sections 5.1, 5.2, 5.3 or 5.5 or any representation or warranty contained in this Agreement relating to taxes or environmental matters, (2) any indemnification claim made under Section 10.2(a) (excluding clauses (i), (iii) (to the extent such claim relates to a claim pursuant to clause (i), (vi) or (vii) of Section 10.2(a)), (vi) and (vii) thereof) or Section 10.2(b) (excluding clause (i) subject thereof), or (3) any indemnification claim made under this Article X with respect to fraud or intentional breach by any party hereto. (c) No indemnification claim shall be made under Section 10.2(a)(vi) by the Purchaser Indemnified Group until such time that the members of the Purchaser Indemnified Group making a claim for indemnification against the Shareholder under such provisions, believe, in good faith, that they have claims for indemnification against the Shareholder under such provisions for Damages which total on a cumulative basis at least One Hundred Thousand Dollars ($100,000) (the "Philadelphia Indemnity Deductible"). Except as otherwise provided in Section 10.5(d), the Shareholder shall not be liable to the provisions set forth below, Purchaser Indemnified Group for any Damages arising in connection with its indemnification obligations to the Purchaser Indemnified Group under Section 10.2(a)(vi) until the aggregate amount payable of such Damages exceeds the Philadelphia Indemnity Deductible, in which case the Shareholder shall be liable to Buyer or Sellers hereunder the Purchaser Indemnified Group for the amount by which such Damages exceed the Philadelphia Indemnity Deductible. Notwithstanding anything to the contrary herein, except as set forth in Section 10.5(d), under no circumstances, shall the Shareholder's liability under Section 10.2(a)(vi) exceed the initial value of the Seller Note (as specified in Section 2.2(a)) (the "Philadelphia Indemnity Cap"). (d) Notwithstanding anything to the contrary contained herein, neither the Philadelphia Indemnity Deductible nor the Philadelphia Indemnity Cap shall apply with respect to Damages shall not exceed the sum of the cash portion of the Purchase Price and the cash portion of the Additional Purchase Price, (ii) the Indemnification Threshold shall not be applicable to claims by Buyer for any Damages arising from a out of, resulting from, or relating to any indemnification claim made under Section 10.2(a)(vi) with respect to fraud or intentional breach by any Majority Shareholder of any provisions of Article II, Article IV, Sections 5.4, 5.5, 5.12, 5.14, 5.16, 5.18, 5.20, 5.27 and 5.34 and any claim arising from a breach of any provisions of any such Section shall not be taken into account for purposes of determining when the Indemnification Threshold has been met and (iii) once the Indemnification Threshold has been met with respect to money Damages as to which the Indemnification Threshold is applicable, Buyer shall be entitled to the full dollar amount of such Damages. Notwithstanding any of the provisions of this Section 10.4, the Majority Shareholders agree not to make claims for money Damages hereunder unless and until the aggregate of such claims exceeds the Indemnification Threshold; provided, however, that (i) the aggregate amount payable to the Sellers hereunder with respect to Damages shall not exceed the sum of the cash portion of the Purchase Price and the cash portion of the Additional Purchase Price, (ii) the Indemnification Threshold shall not be applicable to claims by the Majority Shareholders for Damages arising from a breach by Buyer of any provisions of Article II and Sections 6.5 and 6.6 and any claim arising from a breach of any provisions of any such Article or Section shall not be taken into account for purposes of determining when the Indemnification Threshold has been met and (iii) once the Indemnification Threshold has been met with respect to money Damages as to which the Indemnification Threshold is applicable, the Majority Shareholders shall be entitled to the full dollar amount of such Damages. Notwithstanding contrary provisions of Section 10.4(f)(i), should Buyer default in the payment of any part of the Additional Purchase Price, the aggregate amount payable to Buyer hereunder with respect to Damages shall not exceed the cash portion of the amount of the Purchase Price and the Additional Purchase Price actually paid to Sellers, provided, however, that if Buyer has not paid such Additional Purchase Price pursuant to a claim under Section 10.5 hereof, such limit shall not be imposed until and unless any dispute has been resolved pursuant to Section 11.1 hereof in favor of Sellersparty hereto.

Indemnification Threshold. Notwithstanding anything herein to the contrary, in no event shall CMI have any liability arising from or in connection with any breach or inaccuracy of any representations and warranties in Article 5 which would result in the provisions issuance to Seller Indemnified Parties shares of this Section 10.4, Buyer agrees not to make claims for money Damages hereunder unless and CMI Common Stock until the aggregate of such claims all Losses for breaches or inaccuracies of the representations and warranties in Article 5 exceeds $50,000 (the "number of shares of CMI Common Stock representing the Indemnification Threshold"); provided, howeverafter which CMI shall be liable only for Losses in excess of the Indemnification Threshold, that (i) except in the case of a breach or inaccuracy of a Fundamental Representation, which shall not be subject to the provisions set forth belowIndemnification Threshold. Notwithstanding anything herein to the contrary, in no event shall the aggregate amount payable to Buyer or Sellers hereunder with respect to Damages shall not exceed the sum of the cash portion of the Purchase Price and the cash portion of the Additional Purchase Price, (ii) the Indemnification Threshold shall not be applicable to claims by Buyer for Damages as a group have any liability arising from a or in connection with any breach by any Majority Shareholder or inaccuracy of any provisions representations and warranties in Article 4 or Article 6 which would result in the payment of Article II, Article IV, Sections 5.4, 5.5, 5.12, 5.14, 5.16, 5.18, 5.20, 5.27 and 5.34 and any claim arising from a breach shares of any provisions of any such Section shall not be taken into account for purposes of determining when the Indemnification Threshold has been met and (iii) once the Indemnification Threshold has been met with respect CMI Common Stock to money Damages as to which the Indemnification Threshold is applicable, Buyer shall be entitled to the full dollar amount of such Damages. Notwithstanding any of the provisions of this Section 10.4, the Majority Shareholders agree not to make claims for money Damages hereunder unless and CMI Indemnified Parties until the aggregate of such claims all Losses for breaches or inaccuracies of representations and warranties in Article 4 or Article 6 exceeds the number of shares of CMI Common Stock representing the Indemnification Threshold; provided, however, that (i) the aggregate amount payable to after which the Sellers hereunder with respect to Damages shall not exceed the sum be liable only for Losses in excess of the cash portion Indemnification Threshold, except in the case of the Purchase Price and the cash portion a breach or inaccuracy of the Additional Purchase Pricea Fundamental Representation, (ii) the Indemnification Threshold which shall not be applicable subject to claims by the Majority Shareholders Indemnification Threshold. For the avoidance of doubt, liability for Damages arising from a breach by Buyer breaches of any provisions of Article II and Sections 6.5 and 6.6 and any claim arising from a breach of any provisions of any such Article covenants or Section agreement shall not be taken into account for purposes of determining when subject to the Indemnification Threshold has been met and (iii) once the Indemnification Threshold has been met with respect to money Damages as to which the Indemnification Threshold is applicable, the Majority Shareholders shall be entitled to the full dollar amount of such Damages. Notwithstanding contrary provisions of Section 10.4(f)(i), should Buyer default in the payment of any part of the Additional Purchase Price, the aggregate amount payable to Buyer hereunder with respect to Damages shall not exceed the cash portion of the amount of the Purchase Price and the Additional Purchase Price actually paid to Sellers, provided, however, that if Buyer has not paid such Additional Purchase Price pursuant to a claim under Section 10.5 hereof, such limit shall not be imposed until and unless any dispute has been resolved pursuant to Section 11.1 hereof in favor of SellersThreshold.