Common use of Limitation and Expiration Clause in Contracts

Limitation and Expiration. Notwithstanding the above: ------------------------- (a) There shall be no liability for indemnification under Section 7.1 unless the aggregate amount of Damages exceeds $200,000 (the "Indemnification Threshold"), in which event the liability for indemnification will apply to the entire aggregate amount of Damages in excess of the first $200,000. The maximum liability for indemnification under this Section 7.1 shall be $10.0 million except with respect to Claims (as defined below) relating to any breach of the representations and warranties set forth in Section 3.12 (Taxes), 3.15 (Intellectual Property) and 3.23 (Environmental Matters) or for Claims relating to fraud or willful misconduct. Any Damages payable pursuant to this Section 7 shall be a several and not joint obligation of the Members. The indemnification provided with respect to the Alternative Connections matter shall not be subject to the $200,000 deductible. (b) The indemnification obligations under this Section 7 shall terminate as follows: (i) with respect to claims or demands (a "Claim") relating to a breach of the representations and warranties set forth in Section 3.12 (Taxes), 3.15 (Intellectual Property) and 3.23 (Environmental Matters), 3.26 (Information Supplied) or fraud or willful misconduct, upon the later of the expiration of the applicable statute of limitations period or the final resolution of any and all such Claims pending as of such date; and (ii) with respect to all other Claims for indemnification under this Section 7, upon the later of the first anniversary of the Closing Date or the final resolution of any such claims pending as of the first anniversary.

Limitation and Expiration. Notwithstanding the above: ------------------------- (a) There shall be no liability for indemnification under Section 7.1 unless the aggregate amount of Damages exceeds $200,000 25,000 (the "Indemnification Threshold"), in which event the liability for indemnification will apply to the entire aggregate amount of Damages in excess Damages. For purposes of satisfying indemnification obligations pursuant to Section 7.1, the first $200,000. The maximum liability for indemnification under this Section 7.1 Pledged Shares shall be valued at $10.0 million except with respect to Claims 12.375 per share (as defined below) relating to any breach of the representations and warranties set forth in Section 3.12 (Taxes), 3.15 (Intellectual Property) and 3.23 (Environmental Matters) or for Claims relating to fraud or willful misconduct. Any Damages payable pursuant to this Section 7 shall be a several and not joint obligation of the Members. The indemnification provided with respect to the Alternative Connections matter shall not be subject to adjustment for stock splits, recapitalizations and the $200,000 deductiblelike). (b) From and after the Effective Date, the Escrow Fund (as defined in Section 7.3) shall be Parent's and the other Indemnified Parties' exclusive remedy for any breach of a representation, warranty or covenant made by the Company or the Sole Shareholder in this Agreement (except in the case of (i) fraud, (ii) willful misrepresentation or (iii) willful failure to disclose in breach of this Agreement). (c) The indemnification obligations under this Section 7 shall terminate as follows: (i) with respect to claims or demands (a "Claim") relating to a breach of the representations and warranties set forth in Section 3.12 (Taxes), 3.15 (Intellectual Property) and 3.23 (Environmental Matters), 3.26 (Information Supplied) or fraud or willful misconduct, upon the later of the expiration of the applicable statute of limitations period or the final resolution of any and all such Claims pending as of such date; and (ii) with respect to all other Claims for indemnification under this Section 7, upon the later of the first second anniversary of the Closing Date or the final resolution of any such claims pending as of the first second anniversary.

Limitation and Expiration. Notwithstanding the above: ------------------------- (a) There shall be no liability for indemnification under Section 7.1 unless the aggregate amount of Damages exceeds $200,000 100,000 (the "Indemnification ThresholdINDEMNIFICATION THRESHOLD"), in which event the liability for indemnification will apply to the entire aggregate amount of Damages in excess of the first $200,000Damages. The maximum liability for indemnification Pledged Shares shall represent the exclusive means of satisfying any claims under this Section 7.1 shall be $10.0 million 7 except with respect to Claims (as defined below) relating to any breach of the representations and warranties set forth in Section 3.12 (Taxes), 3.15 (Intellectual Property) and 3.23 3.22 (Environmental Matters) or for Claims relating to fraud or willful misconduct. For purposes of satisfying indemnification obligations pursuant to Section 7.1, the Pledged Shares shall be valued at the average of the closing price of the Parent Common Stock as reported on the Nasdaq National Market for the ten trading days preceding the Closing. Any Damages payable paid pursuant to this Section 7 shall be paid on a several and not joint obligation prorated basis by the Shareholders in relation to their allocable portion of the Members. The indemnification provided with respect to the Alternative Connections matter shall not be subject to the $200,000 deductible.Pledged Shares; and (b) The indemnification obligations under this Section 7 shall terminate as follows: (i) with respect to claims or demands (a "ClaimCLAIM") relating to a breach of the representations and warranties set forth in Section 3.12 (Taxes), 3.15 (Intellectual Property) and 3.23 3.22 (Environmental Matters), 3.26 (Information Supplied) or fraud or willful misconduct, upon the later of the expiration of the applicable statute of limitations period or the final resolution of any and all such Claims pending as of such date; and (ii) with respect to all other Claims for indemnification under this Section 7, upon the later of the first anniversary of the Closing Date or the final resolution of any such claims pending as of the first anniversary.