Common use of Limit on Indemnities Clause in Contracts

Limit on Indemnities. (a) Notwithstanding any other provision hereof, an indemnifying party shall not be liable under this Article 9 or Exhibit H for any losses sustained by the indemnified party with respect to a Facility unless and until the aggregate amount of all such losses sustained by the indemnified party with respect to that Facility (including any amount for which the indemnifying party may become liable to provide indemnification pursuant to Section 4.4), shall exceed $30,000, in which event the indemnifying party shall be liable only for such losses in excess of $30,000 (it being the intention of the parties that losses sustained by a party with respect to one Facility shall not be combined with losses sustained with respect to another Facility to satisfy such minimum $30,000 amount). The minimum $30,000 amount shall not apply to amounts which one party may be required to pay to the other under Sections 2.4, 3.2, 4.1(g), 4.1(h), 4.6 and 10.1 of this Agreement or other provisions dealing with customary and foreseeable post-closing adjustments. In no event shall the aggregate losses for which the Seller may be liable under this Article 9 or Section 4.4 or any other basis exceed the amount of $5,000,000. IN ADDITION, THE INDEMNIFYING PARTY SHALL HAVE NO OBLIGATIONS UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL LIABILITY, DAMAGE OR LOSS OF THE INDEMNIFIED PARTY THAT THE INDEMNIFIED PARTY MAY SUFFER. -58- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT

Limit on Indemnities. (a) Notwithstanding any other provision hereofanything to the contrary contained in this Agreement, an indemnifying party shall not be liable under this Article 9 Sections 9.2(c) or Exhibit H 9.3(b) for any losses Damages sustained by the indemnified party with respect to a Facility arising out of any of the matters described in such Sections unless and until the aggregate amount of all such losses indemnifiable Damages sustained by the indemnified party with respect to that Facility (including any amount for which the indemnifying party may become liable to provide indemnification pursuant to Section 4.4), shall exceed exceeds $30,00025,000, in which event the indemnifying party shall be liable only for provide indemnification hereunder in respect of all such losses indemnifiable Damages in excess of $30,000 (it being the intention of the parties that losses sustained by a party with respect to one Facility shall not be combined with losses sustained with respect to another Facility to satisfy such minimum $30,000 amount). The minimum $30,000 amount shall not apply to amounts which one party may be required to pay to the other under Sections 2.4, 3.2, 4.1(g), 4.1(h), 4.6 and 10.1 of this Agreement or other provisions dealing with customary and foreseeable post-closing adjustments25,000. In no event shall the aggregate losses for which Damages owed by either party to the Seller may be liable other under this Article 9 or Section 4.4 or any other basis ARTICLE IX exceed an amount equal to the amount of $5,000,000Deposit Premium. IN ADDITION, NOTWITHSTANDING ANY OTHER PROVISION HEREOF, THE INDEMNIFYING PARTY PARTIES SHALL HAVE NO OBLIGATIONS UNDER THIS AGREEMENT FOR ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LIABILITY, DAMAGE OR LOSS OF THE INDEMNIFIED PARTY THAT THE INDEMNIFIED PARTY MAY SUFFER. -58- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT; PROVIDED, HOWEVER, THAT THIS LIMITATION ON INDEMNIFICATION SHALL NOT PROHIBIT INDEMNIFICATION FOR DAMAGES TO THE EXTENT THAT A CLAIM FOR ANY OF THE ABOVE TYPES OF DAMAGES IS SUCCESSFULLY ASSERTED AGAINST THE INDEMNIFIED PARTY BY A THIRD PARTY.

Limit on Indemnities. (a) Notwithstanding any other provision hereof, an indemnifying party shall not be liable under this Article 9 or Exhibit H for any losses sustained by the indemnified party with respect to a Facility Branch unless and until the aggregate amount of all such losses sustained by the indemnified party with respect to that Facility Branch (including any amount for which the indemnifying party may become liable to provide indemnification pursuant to Section 4.4), shall exceed $30,00025,000, in which event the indemnifying party shall be liable only for such losses in excess of $30,000 25,000 (it being the intention of the parties that losses sustained by a party with respect to one Facility Branch shall not be combined with losses sustained with respect to another Facility Branch to satisfy such minimum $30,000 25,000 amount). The minimum $30,000 25,000 amount shall not apply to amounts which one party may be required to pay to the other under Sections 2.4, 3.2, 4.1(g), 4.1(h), 4.6 and 10.1 of this Agreement or other provisions dealing with customary and foreseeable post-closing adjustments. In no event shall the aggregate losses for which the Seller may be liable under this Article 9 or Section 4.4 or any other basis exceed the amount of $5,000,000the Initial Base Amount. IN ADDITION, THE INDEMNIFYING PARTY SHALL HAVE NO OBLIGATIONS UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL LIABILITY, DAMAGE OR LOSS OF THE INDEMNIFIED PARTY THAT THE INDEMNIFIED PARTY MAY SUFFER. -58- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT.

Limit on Indemnities. (a) Notwithstanding any other provision hereof, an indemnifying party shall not be liable under this Article 9 or Exhibit H for any losses sustained by the indemnified party with respect to a Facility the Branch unless and until the aggregate amount of all such losses sustained by the indemnified party with respect to that Facility (including any amount for which the indemnifying party may become liable to provide indemnification pursuant to Section 4.4), Branch shall exceed $30,00010,000, in which event the indemnifying party shall be liable only for such losses in excess of $30,000 (it being the intention of the parties that losses sustained by a party with respect to one Facility shall not be combined with losses sustained with respect to another Facility to satisfy such minimum $30,000 amount)10,000. The minimum $30,000 10,000 amount shall not apply to amounts which one party may be required to pay to the other under Sections 2.4, 3.2, 4.1(g), 4.1(h), 4.6 4.5 and 10.1 of this Agreement or other provisions dealing with customary and foreseeable post-closing adjustments. In no event shall the aggregate losses for which the Seller may be liable under this Article 9 or Section 4.4 or any other basis exceed the amount of $5,000,000the Initial Base Amount. IN ADDITION, THE INDEMNIFYING PARTY SHALL HAVE NO OBLIGATIONS TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL LIABILITY, DAMAGE OR LOSS OF THE INDEMNIFIED PARTY THAT THE INDEMNIFIED PARTY MAY SUFFER. -58- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT.