Common use of Liability Limits Clause in Contracts

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim for indemnification under Section 10.1(a)(i) or Section 10.1(b)(i) for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds Three Hundred Thousand Dollars ($300,000) (the “Deductible”), in which event the Purchaser Indemnified Parties may claim indemnification for all Purchaser Losses in excess of the Deductible, up to, but not to exceed a cap of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Standard Representations Cap”). Notwithstanding the foregoing, (i) the Deductible shall not apply to any Purchaser Losses arising out of or related to a breach of the Extended Representations; (ii) the Deductible shall not apply to any Purchaser Losses arising out of or related to a breach of the Fundamental Representations, and the Shareholders shall be liable for all Purchaser Losses with respect thereto, up to, but not to exceed a cap of Thirty Million Dollars ($30,000,000) (“the “Fundamental Representations Cap”), and (iii) none of the Deductible, the Standard Representations Cap or the Fundamental Representations Cap shall apply to any Purchaser Losses arising out of or related to fraud or willful misconduct and the Shareholders shall be liable for all Purchaser Losses with respect thereto. For purposes of this Article X, each representation and warranty shall be read without reference to any materiality or Material Adverse Effect qualification contained therein.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against Sellers for indemnification under Section 10.1(a)(i) or Section 10.1(b)(i9.1(a) for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds Three Hundred Thousand Dollars (on a cumulative basis $300,00050,000) (the “DeductiblePurchaser Liability Cushion”), in which event the Purchaser Indemnified Parties may claim indemnification for all Purchaser Losses and Exhibit 2.1 not merely the portion of such Losses in excess of the Deductible$50,000; provided, up to, but not to exceed a cap of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Standard Representations Cap”). Notwithstanding the foregoing, (i) the Deductible shall not apply to any that Purchaser Losses arising out of or related to a breach (i) any of the Extended Specified Representations; , (ii) any Excluded Liability, (iii) any breach of any covenant, obligation or undertaking of a Seller in this Agreement (including, without limitation, those to be performed or which arise after the Deductible shall not apply to Closing), (iv) any Purchaser Losses claim arising out of or related to based on fraud or intentional misrepresentation by a breach of the Fundamental RepresentationsSeller, and the Shareholders shall be liable (v) in each case claims for indemnification made thereunder (collectively, all such Purchaser Losses with respect thereto, up to, but not referred to exceed a cap of Thirty Million Dollars ($30,000,000) (in this proviso being referred to as “the “Fundamental Representations CapNon-Deductible Claims”), shall, subject to the provisions of Section 9.5(b), be indemnified in their entirety by the Indemnifying Party and (iii) none of shall not be subject to the Deductible, limitations set forth in this Section 9.5. The Non-Deductible Claims will not count towards or reduce the Standard Representations Cap or the Fundamental Representations Cap shall apply to any Purchaser Losses arising out of or related to fraud or willful misconduct and the Shareholders shall be liable for all Purchaser Losses with respect thereto. For purposes of this Article X, each representation and warranty shall be read without reference to any materiality or Material Adverse Effect qualification contained thereinLiability Cushion.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against Sellers for indemnification under Section 10.1(a)(i11.1(b) or Section 10.1(b)(i) for Purchaser Losses unless and until the aggregate amount of such Purchaser all Losses pursuant to Section 11.1(b) exceeds Three an amount equal to One Million Two Hundred Thousand Dollars ($300,0001,200,000) (the “DeductiblePurchaser Basket”), in which event the Purchaser Indemnified Parties may claim indemnification for all Purchaser Losses in excess of Losses, including the Deductible, up to, but not to exceed a cap of Seven initial One Million Five Two Hundred Thousand Dollars ($7,500,0001,200,000) (subject to the other limitations herein); provided, however, that the Fundamental Representations shall not be subject to and shall not count towards the Purchaser Basket. The total aggregate amount of the liability of Sellers for Losses with respect to any claims made pursuant to Section 11.1(b) shall be limited to Thirty Million Two Hundred Fifty Thousand Dollars ($30,250,000) (the “Standard Representations Purchaser Cap”). Notwithstanding ; provided, however, that the foregoing, (i) total aggregate amount of the Deductible shall not apply to any Purchaser liability of Seller for Losses arising out of intentional fraud or related to a breach of the Extended Representations; (ii) the Deductible shall not apply to any Purchaser Losses arising out of or related to a breach of the Fundamental RepresentationsRepresentations shall not be subject to any such limits. Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of Sellers under this Agreement and the Shareholders transactions contemplated hereby (but, for the avoidance of doubt, excluding the Transition Services Agreement, the MasterCard Services Agreement and the Money Transfer Services Agreement) shall be liable for all Purchaser Losses with respect thereto, up to, but not limited to exceed a cap of Thirty Million Dollars ($30,000,000) (“the “Fundamental Representations Cap”), and (iii) none of the Deductible, the Standard Representations Cap or the Fundamental Representations Cap shall apply to any Purchaser Losses arising out of or related to fraud or willful misconduct and the Shareholders shall be liable for all Purchaser Losses with respect thereto. For purposes of this Article X, each representation and warranty shall be read without reference to any materiality or Material Adverse Effect qualification contained thereinPurchase Price.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against the Majority Shareholder for indemnification under Section 10.1(a)(i) or Section 10.1(b)(i11.1(a) for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds Three Hundred Thousand One Million Dollars ($300,0001,000,000) (the “Deductible”), in which event the Purchaser Indemnified Parties may claim indemnification for all such Purchaser Losses in excess of the Deductible, up to, but not to exceed a cap of Seven Forty Million Five Hundred Thousand Dollars ($7,500,000) (the 40,000,000)(the “Standard Representations Cap”). Notwithstanding the foregoing, (ia) the Deductible shall not apply to any Purchaser Losses arising out of or related to a breach of the Extended Representations; Section 4.7(b) (iiTitle to Assets), Section 4.17 (Company Benefit Plans), Section 4.22(d) the Deductible shall not apply to any Purchaser Losses arising out of (Licensed Intellectual Property), Section 4.23 (Affiliate Matters) or related to a breach of the Fundamental RepresentationsSection 4.30 (Brokers, Finders and Investment Bankers), and the Shareholders Majority Shareholder shall be liable for all Purchaser Losses with respect thereto, up to, but not to exceed a cap of Thirty Million Dollars ($30,000,000) (“the “Fundamental Representations Cap”), and (iiib) none of the Deductible, Deductible and the Standard Representations Cap or the Fundamental Representations Cap shall not apply to any Purchaser Losses arising out of or related to fraud or willful misconduct a breach of Section 4.1(a)-(d) (Organization), Section 4.2 (Authorization), Section 5.1 (Authorization and Validity of Agreement), Section 5.3 (Ownership of Equity) or Section 4.15 (Tax Returns; Taxes), any such Purchaser Losses shall not be aggregated toward the Cap, and the Shareholders Majority Shareholder shall be liable for all Purchaser Losses with respect thereto. For purposes of this Article X, each representation and warranty shall be read without reference to any materiality or Material Adverse Effect qualification contained therein.