Limitations as to Amount. (a) If the Closing occurs, Seller shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date until the total of all damages with respect to all such failures or breaches exceeds in the aggregate $50,000, and then only for damages in excess of $50,000.
(b) If the Closing occurs, Buyer shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement, or obligation to the extent required to be performed on or before the Closing Date until the total of all damages with respect to all such failures or breaches exceeds in the aggregate $50,000, and then only for damages in excess of $50,000.
(c) If the Closing occurs, Seller's aggregate liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date shall be limited to Buyer's right to make an indemnification claim against Seller under Article XII and shall be further limited as set forth in Section 12.3.
Limitations as to Amount. (a) Shareholder Indemnitors shall have no Liability with respect to the matters described in clauses (A) or (B) of Section 11.1(a) until the total of all Losses described in Section 11.1(a)(A) and (B) with respect thereto exceeds $1,500,000 and then only for the amount by which such Losses described in Section 11.1(A) and (B) exceed $1,500,000. Shareholder Indemnitors shall be liable for all Losses with respect to the matters described in clause (C) of Section 11.1(a). Shareholder Indemnitors shall have no Liability with respect to the matters described in clause (D) of Section 11.1(a) until the total of all Losses described in Section 11.1(a)(D) with respect thereto exceeds $100,000 and then only for the amount by which such Losses described in Section 11.1(a)(D) exceed $100,000. The limitations set forth in this Section 11.7(a) shall not apply to: (i) any intentional misrepresentation or breach of warranty of any Indemnitor (other than with respect to certain failures to disclose information on the Company and Shareholder Disclosure Memorandum which have otherwise been disclosed to the Chief Financial Officer of Acquiror) or any intentional failure to perform or comply with any covenant or agreement of any Indemnitor or (ii) any breach of the representations and warranties contained in Section 5.14, and the Indemnitors shall be liable for all Losses with respect thereto.
(b) In no event shall the aggregate liability of the Shareholder Indemnitors under this Article 11, this Agreement, the Shareholder Closing Documents and the Acquiror Closing Documents entered into in connection with the consummation of the transactions contemplated hereby, exceed the lesser of $10,000,000 or the amount which is ten percent (10%) of the total number of shares of Acquiror Common Stock issued in the Merger multiplied by the Closing Price (but in any event such aggregate liability shall not be greater than the maximum amount permitted in order for the Merger to qualify for "pooling of interests" accounting treatment).
Limitations as to Amount. Indemnitors shall have no liability with ------------------------ respect to the matters described in Section 8.1 until the total of all Losses with respect thereto exceeds $100,000 and then only for the amount by which such Losses exceeds $100,000 with respect to the relevant class of Indemnitors. The limitations set forth in this Section shall not apply to any intentional misrepresentation or breach of warranty of any Indemnitor or any intentional failure to perform or comply with any covenant or agreement of any Indemnitor, and the Indemnitors shall be liable for all Losses with respect thereto. Notwithstanding any other term of this Agreement (except the proviso to this sentence), no ACSYS Shareholder shall be liable under this Article 8 for an amount which exceeds the fair market value (at the time when the amount of liability is determined) of the ICCE Common Stock received by such ACSYS Shareholder in connection with the Merger, provided that a ACSYS Shareholder's indemnification obligations pursuant to Section 8.1(a)(i) with respect to the representations and warranties made in Section 4.8 shall not be so limited. Notwithstanding any other term of this Agreement (except the proviso to this sentence), no ICCE Shareholder shall be liable under this Article 8 for an amount which exceeds the fair market value (at the time when the amount of liability is determined) of the ICCE Common Stock beneficially owned by such ICCE Shareholder as of the date hereof, provided that an ICCE Shareholder's indemnification obligations pursuant to Section 8.1(c)(i) with respect to the representations and warranties made in Section 5.7 shall not be so limited, and ICCE shall not be liable under this Article 8 for any amounts which exceed the aggregate limitation on the liability of all ICCE Shareholders as a group.
Limitations as to Amount. (a) Indemnitors shall have no liability with respect to the matters described in Section 10.1 (other than the agreements in Sections 3.2 and 3.4) until the total of all Losses with respect thereto exceeds $200,000 in which event Indemnitors shall be obligated to indemnify the Indemnitees as provided in this Article 10 for all such Losses; provided, however, that each individual claim of $10,000 or less shall not be indemnifiable, and shall not be includable in determining whether the $200,000 threshold has been reached.
(b) In no event shall the aggregate liability of the Indemnitors under this Article 10 exceed the lesser of (i) the Aggregate Value (as defined in the Escrow Agreement) of the Indemnification Escrow Amount (as defined in the Escrow Agreement), and (ii) $20,000,000.
Limitations as to Amount. Seller Indemnitors shall have no liability with respect to the matters described in clauses (a) or (b) of Section 9.02 until the total of all Losses with respect thereto exceeds $75,000, in which event Seller Indemnitors shall be obligated to indemnify the Buyer Indemnitees as provided in this Article for all such Losses, provided however, that in no event shall Seller Indemnitors be obligated to indemnify the Buyer Indemnitees for Losses in excess of fifty percent (50%) of the Net Equity Value as of the Closing Date, provided further, that after the fifth anniversary hereof, Seller Indemnitors shall only be liable for Losses to the extent that the aggregate of all Losses exceeds $75,000. The limitations set forth in this Section shall not apply to any intentional misrepresentation or breach of warranty of any Seller Indemnitor or any intentional failure to perform or comply with any covenant or agreement of any Seller Indemnitor, and the Seller Indemnitors shall be liable for all Losses with respect thereto. Buyer Indemnitor shall have no obligation to indemnify the Seller Indemnitees for Losses in excess of $860,000.
Limitations as to Amount. (a) Except as provided in Sections 1.2 and 1.4 herein, neither PMSI nor NDC shall have any liability with respect to the matters described in clauses (a)(i) or (a)(ii) with respect to PMSI and (b)(i) and (b)(ii) with respect to NDC of Section 7.1 until the total of all Losses with respect thereto exceeds $30,000 (the "Threshold Amount") in which event PMSI or NDC, as the case may be, shall be obligated to indemnify as provided in this Article 7 for all such Losses; provided, however, that each individual claim of $10,000 or less shall not be indemnifiable, and shall not be includable in determining whether the $30,000 threshold has been reached.
(b) The aggregate liability of PMSI under Sections 7.1(a)(i) and 7.1(a)(ii) (other than Sections 1.2 and 1.4) and NDC under Sections 7.1(b)(i) and 7.1(b)(ii) (other than Sections 1.2 and 1.4) hereof shall not exceed $1,000,000 (the "Maximum Amount").
(c) The Threshold Amount and Maximum Amount limitations shall not apply to the indemnification rights of the parties hereto for any liability under Sections 1.2, 1.4,
7.1 (a)(iii), 7.1(a)(iv) and 7.1(b)(iii) hereof and the payment of such amounts by PMSI or NDC shall not count toward the calculation of the Maximum Amount.
Limitations as to Amount. Lakers and Trust. The Lakers and the Trust shall have no liability for indemnification with respect to misrepresentations under Section 5.2 and 5.3 or with respect to the Consent Decree, M and WC Liability with respect to or involving employees of the Rental Business, an Arrow Claim or Proceedings pending as of the Closing Date not related to the Wiper Business or Wiper Business Assets until the total of all Damages with respect to (i) all representations and warranties, (ii) the Consent Decree; (iii) M and WC Liability with respect to or involving employees of the Rental Business, (iv) an Arrow Claim, and (v) Proceedings pending as of the Closing Date not related to the Wiper Business or Wiper Business Assets, collectively exceeds Two Hundred Thousand Dollars ($200,000) (the "Basket"), in which case the Lakers and the Trust shall be jointly and severally liable for all Damages under Section 5.2 and 5.3 and with respect to the Consent Decree, M and WC Liability with respect to or involving employees of the Rental Business, an Arrow Claim and Proceedings pending as of the Closing Date not related to the Wiper Business or Wiper Business Assets, including the portion less than Two Hundred Thousand Dollars ($200,000). However, this Section shall not apply to any intentional misrepresentation or intentional breach of warranty and the Lakers and the Trust shall be jointly and severally liable for all Damages with respect thereto. The total liability of the Lakers and the Trust with respect to misrepresentations under Section 5.2 and 5.3 shall not exceed Three Million Five Hundred Thousand Dollars ($3,500,000).
G. The Original Agreement is hereby amended to add Schedule 1.0 which is attached hereto as Exhibit B.
H. Schedule 5.4(B) to the Original Agreement is hereby amended by deleting the current Schedule 5.4(B) in its entirety and inserting in lieu thereof the new Schedule 5.4(B) which is attached hereto as Exhibit C.
I. The following is aded as a new Section 14.21 to the Stock Purchase Agreement: If on or prior to December 31, 1996, the State of Michigan issues a refund check to Mechanics Uniform Rental ("Mechanics") refunding use tax paid by Mechanics for calendar years 1990 through 1994 (or any portion thereof) as a result of legislation adopted after this date and such refund is a windfall to Mechanics, (including, without limitation, such legislation does not require all or any portion of the refund to be remitted to customers or other persons and such leg...
Limitations as to Amount. The Indemnitor shall have no liability with respect to the matters described in Section 8.2 until the total of all Losses with respect thereto exceeds $10,000 in which event the Indemnitor shall be obligated to indemnify the Indemnitees as provided in this Article 8 for all such Losses. The limitations set forth in this Section 8.8 shall not apply to any intentional misrepresentation or breach of warranty of any Indemnitor or any intentional failure to perform or comply with any covenant or agreement of any Indemnitor, and the Indemnitor shall be liable for all Losses with respect thereto.
Limitations as to Amount. Notwithstanding anything to the contrary ------------------------ in this Agreement, Indemnitor shall be obligated to indemnify Indemnitee only with respect to Losses actually paid, suffered or incurred, if any only to the extent that the aggregate amount of such Losses exceeds the Threshold Amount (as hereinafter defined) up to a maximum aggregate amount equal to the Purchase Price, provided, however, the limitations set forth in this Section 7.9 shall not be applicable to the obligation of Seller Indemnitor to indemnify Seller Indemnitee as provided in Section 7.3(a)(iii) above.
Limitations as to Amount. (a) Sellers shall be obligated to indemnify Purchaser under this ARTICLE 14 only when and only to the extent the aggregate of all Losses suffered or incurred by Purchaser:
