Common use of Limitations as to Amount Clause in Contracts

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. (a) Shareholder Indemnitors Sellers shall have no Liability liability with respect to the matters described in clauses (Ai) or (Bii) of Section 11.1(a7.1(a), and BAC shall have no liability with respect to the matters described in clauses (i) or (ii) of Section 7.1(b), with respect to any Loss unless such Loss exceeds $25,000; provided, however, that Losses arising out of a single or related set of facts, circumstances or events shall be aggregated for purposes of determining whether the Losses exceed $25,000 and that in the event such Losses exceed $25,000, the entire amount of the obligation shall be indemnifiable to the extent and as provided in this Agreement. (b) Sellers shall have no liability with respect to the matters described in clauses (i) or (ii) of Section 7.1(a), and BAC shall have no liability with respect to the matters described in clauses (i) or (ii) of Section 7.1(b), until the total of all Losses described in Section 11.1(a)(A) and (B) with respect thereto exceeds $1,500,000 1,000,000 and then only for the amount by which such Losses described in Section 11.1(A) and (B) exceed $1,500,0001,000,000. Shareholder Indemnitors Sellers shall be liable for all Losses have no liability with respect to the matters described in clause (Ciii) of Section 11.1(a). Shareholder Indemnitors shall have no Liability with respect to the matters described in clause (D) of Section 11.1(a7.1(a) until the total of all Losses described in Section 11.1(a)(D) with respect thereto exceeds $100,000 and then only for 50,000 in which event Indemnitors shall be obligated to indemnify the amount by which such Losses described in Section 11.1(a)(D) exceed $100,000. The limitations set forth Indemnitees as provided in this Article 7 for all such Losses. (c) Notwithstanding anything herein to the contrary, the provisions of this Section 11.7(a) 7.7 shall not apply to: with respect to any Indemnification Claim asserted by BAC based upon (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 Section 5A.1; (ii) any Excluded Liability; (iii) any breach of the representations and warranties contained in Section 5.14, and the Indemnitors shall be liable for all Losses with respect thereto9.2(c); or (iv) any breach by Sellers of their obligations under Section 5.5. (bd) In no event shall the aggregate liability of the Shareholder Indemnitors under this Article 11, this Agreement7 exceed the Purchase Price. (e) Notwithstanding anything herein to the contrary, the Shareholder Closing Documents and the Acquiror Closing Documents entered into in connection with the consummation provisions 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 this Section 7.7 shall not be greater than the maximum amount permitted in order for the Merger apply with respect to qualify for "pooling any Indemnification Claim asserted by Sellers based upon Section 5A.1 or any breach by BAC of interests" accounting treatment)its obligations under Section 5.5.

Limitations as to Amount. (a) Shareholder Indemnitors shall have no Liability with respect to the matters described in clauses (Aa) or (Bb) of Section 11.1(a) 11.1 until the total of all Losses described in Section 11.1(a)(A11.1(a) and (Bb) with respect thereto exceeds $1,500,000 2,000,000 and then only for the amount by which such Losses described in Section 11.1(A11.1(a) and (Bb) exceed $1,500,0002,000,000. Shareholder Indemnitors shall be liable for all Losses with respect to the matters described in clause (Cc) 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 $100,00011.1. 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 Other Shareholder Closing Documents Agreements and the Other Acquiror Closing Documents Agreements entered into in connection with the consummation of the transactions contemplated hereby, exceed the lesser of $10,000,000 15,000,000 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. (a) Shareholder Indemnitors Indemnitor shall have no Liability liability with respect to the matters described in clauses (Aa) or (Bb) of Section 11.1(a) 7.1 until the total of all Losses described in Section 11.1(a)(A) and (B) with respect thereto exceeds $1,500,000 400,000 (the "Basket") and then only for the amount by which such Losses described exceed the Basket; PROVIDED, HOWEVER, that the limitation set forth in Section 11.1(A) and (B) exceed $1,500,000. Shareholder Indemnitors this sentence shall be liable for all Losses with respect not apply to the matters described in clause (CSection 2.8, 5.12, 7.1(a)(iii), 7.1(a)(v), 7.1(a)(vi), 7.1(b)(iii), 7.1(b)(iv), 7.1(b)(v) of Section 11.1(aor 7.1(b)(vi), which Losses shall be reimbursed dollar for dollar. Shareholder Indemnitors No single Loss shall have no Liability with respect be applied toward the Basket or be subject 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 indemnity unless such Loss exceeds $100,000 and then only for 10,000 prior to claims exceeding the amount by which Basket or $5,000 after claims exceed the Basket ("Threshold Amounts"); PROVIDED, FURTHER, HOWEVER, Losses arising out of the same transaction or occurrence may be aggregated in determining any such Losses described in Section 11.1(a)(D) exceed $100,000Threshold Amounts. Claims shall be deemed to have occurred when the matter first arises. The limitations set forth in this Section 11.7(a) shall not apply to: (i) to 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 5.14Indemnitor, and the Indemnitors Indemnitor shall be liable for all Losses with respect thereto. (b) In no event shall the aggregate liability of the Shareholder Indemnitors an Indemnitor under this Article 117 exceed $5,250,000, except that this Agreement, the Shareholder Closing Documents and the Acquiror Closing Documents entered into in connection with the consummation limitation shall not apply to any Tax for which a Target Entity may be liable under Section 1.1502-6 of the transactions contemplated herebyTreasury Regulations (or similar provision of state, exceed local or foreign law) that are not attributable to the lesser of $10,000,000 income or the amount which is ten percent (10%) operations 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)Target Entities.