Common use of Limitation of Compost's Liability Clause in Contracts

Limitation of Compost's Liability. (a) Notwithstanding anything to the contrary contained in this Agreement, except (i) for the aggregate liability of Compost for any event or occurrence giving rise to Compost being required to indemnify Purchaser Indemnified Parties pursuant to Section 10.1(i)(f) of this Agreement (and Section 10.1(ii) as it relates to Section 10.1(i)(f)) which shall be unlimited, (ii) as provided in Sections 7.4(b) and 9.2 of this Agreement, and (iii) for claims of fraud or willful misconduct, the sole remedy of the Purchaser for any breach or violation under this Agreement shall be limited to the rights of the Purchaser Indemnified Parties under this Article X and under the Earnout Agreement, and the aggregate liability for all events or occurrences giving rise to Compost being required to indemnify the Purchaser Indemnified Parties pursuant to Section 10.1 (together with Compost's exposure in the maximum amount of $5,000,000 for the Company's failure to satisfy the EBITDA targets under the Earnout Agreement) shall be limited to $9,000,000. (b) Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 10.1(i)(a) through (c) (and Section 10.1(ii) as it relates to Section 10.1(i)(a) through (c)) only if the amount of any Indemnified Amount, individually or in the aggregate with all other Indemnified Amounts hereunder (including the first $162,500 of Indemnified Amounts under Section 10.1(i)(g) and Section 10.1(ii) as it relates to Section 10.1(i)(g), as referenced in the next sentence), exceeds Four Hundred Fifty Thousand Dollars ($450,000), and then only to the extent of such excess. Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 10.1(i)(g) (and Section 10.1(ii) as it relates to Section 10.1(i)(g)) only if the Indemnified Amounts under such sections exceed $162,500 in the aggregate, and then only to the extent of such excess. Such deductibles shall not be applicable to claims under Section 7.4(b) and Indemnified Amounts under Sections 10.1(i)(d) through (f) and Section 10.1(ii) as it relates to Section 10.1(i)(d) through (f).