Common use of Limitations as to Amount Clause in Contracts

Limitations as to Amount. Seller shall be obligated to indemnify Purchaser only when and only to the extent the aggregate of all Losses suffered or incurred by Purchaser as to which a right of indemnification is provided under this Article 9 exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the "Seller's Threshold Amount"). After the aggregate of all Losses suffered or incurred by Purchaser exceeds the Seller's Threshold Amount, subject to the other limitations set forth herein, Seller shall be obligated to indemnify Purchaser for all such Losses in excess of the Seller's Threshold Amount. In no event shall the aggregate liability of Seller to Purchaser Indemnitees under this Article 9 or otherwise with respect to the transactions contemplated hereby, whether based upon contract, statutory or regulatory law, tort or otherwise, exceed One Million Dollars ($1,000,000) (the "Seller's Maximum Amount"). Notwithstanding the above, neither the Seller's Threshold Amount nor the Seller's Maximum Amount limitations shall apply to the indemnification rights of Purchaser (i) under Section 9.1(c) hereof for Losses resulting from those Excluded Liabilities described in Section 2.2(f) or (ii) under Section 9.1(b) for Losses resulting from Seller's breach of any covenant or agreement of Seller contained in Section 8.14 hereof and the payment of such amounts by Seller shall not count toward the calculation of Seller's Maximum Amount. Notwithstanding the above, Seller's Maximum Amount shall not apply to (a) claims based on ERISA or Seller's Benefit Plans; (b) claims based on the failure of the parties to comply with applicable bulk sales laws; (c)

Limitations as to Amount. Seller Indemnitors shall be obligated to indemnify Purchaser only when and only have no liability with ------------------------ respect to the extent matters described in Section 8.1 until the aggregate total of all Losses suffered or incurred with respect thereto exceeds $100,000 and then only for the amount by Purchaser as to which a right of indemnification is provided under this Article 9 exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the "Seller's Threshold Amount"). After the aggregate of all Losses suffered or incurred by Purchaser exceeds the Seller's Threshold Amount, subject to the other limitations set forth herein, Seller shall be obligated to indemnify Purchaser for all such Losses in excess of the Seller's Threshold Amount. In no event shall the aggregate liability of Seller to Purchaser Indemnitees under this Article 9 or otherwise exceeds $100,000 with respect to the transactions contemplated hereby, whether based upon contract, statutory or regulatory law, tort or otherwise, exceed One Million Dollars ($1,000,000) (the "Seller's Maximum Amount")relevant class of Indemnitors. Notwithstanding the above, neither the Seller's Threshold Amount nor the Seller's Maximum Amount The limitations set forth in this Section shall not apply to the indemnification rights of Purchaser (i) under Section 9.1(c) hereof for Losses resulting from those Excluded Liabilities described in Section 2.2(f) any intentional misrepresentation or (ii) under Section 9.1(b) for Losses resulting from Seller's breach of warranty of any Indemnitor or any intentional failure to perform or comply with any covenant or agreement of Seller contained 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 8.14 hereof and the payment of such amounts by Seller 4.8 shall not count toward the calculation of Seller's Maximum Amountbe so limited. Notwithstanding any other term of this Agreement (except the aboveproviso to this sentence), Sellerno 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 Maximum Amount indemnification obligations pursuant to Section 8.1(c)(i) with respect to the representations and warranties made in Section 5.7 shall not apply to (a) claims based on ERISA or Seller's Benefit Plans; (b) claims based be so limited, and ICCE shall not be liable under this Article 8 for any amounts which exceed the aggregate limitation on the failure liability of the parties to comply with applicable bulk sales laws; (c)all ICCE Shareholders as a group.

Limitations as to Amount. Seller The Indemnitors shall be obligated to indemnify Purchaser only when and only have no liability ------------------------ with respect to the extent matters described in Section 9.1 until the aggregate total of all Losses suffered or with respect thereto exceeds, (i) in the case of Acsys as Indemnitor, $525,000 and, (ii) in the case of the Icon Indemnitors, $525,000 less the amount of any Losses incurred by Purchaser during the Pre-Closing Period in connection with matters disclosed in Section 9.1(a) of the Icon Disclosure Memorandum which are excluded from the computation of Adjusted Taxable Income. In the event that the Deductible computed in accordance with Section 9.7(ii) is a negative number, Acsys shall have an indemnity claim for that amount as to which a right of indemnification is provided well as any other claims it may properly bring under this Article 9 exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the "Seller's Threshold Amount"). After the aggregate of all Losses suffered or incurred by Purchaser exceeds the Seller's Threshold Amount, subject to the other limitations set forth herein, Seller shall be obligated to indemnify Purchaser for all such Losses in excess of the Seller's Threshold Amount9. In no event shall the aggregate liability of Seller to Purchaser Indemnitees under this Article 9 or otherwise with respect any Icon Indemnitor exceed the aggregate market value (based on the Average Closing Price) of the Merger Shares received by such Icon Indemnitor. In no event shall the aggregate liability of Acsys exceed the aggregate market value (based on the Average Closing Price) of the Merger Shares issued to the transactions contemplated hereby, whether based upon contract, statutory or regulatory law, tort or otherwise, exceed One Million Dollars ($1,000,000) (the "Seller's Maximum Amount")Shareholders. Notwithstanding the above, neither the Seller's Threshold Amount nor the Seller's Maximum Amount The limitations set forth in this Section shall not apply to the indemnification rights of Purchaser (i) under Section 9.1(c) hereof for Losses resulting from those Excluded Liabilities described in Section 2.2(f) any knowing and intentional misrepresentation or (ii) under Section 9.1(b) for Losses resulting from Seller's breach of warranty of any Indemnitor or any intentional failure to perform or comply with any covenant or agreement of Seller contained in Section 8.14 hereof any Indemnitor, and the payment of such amounts by Seller Indemnitors shall not count toward the calculation of Seller's Maximum Amount. Notwithstanding the above, Seller's Maximum Amount shall not apply to (a) claims based on ERISA or Seller's Benefit Plans; (b) claims based on the failure of the parties to comply be liable for all Losses with applicable bulk sales laws; (c)respect thereto.

Limitations as to Amount. In accordance with Section 1.4(f), with respect to warranty claims and charge-backs, Seller shall be obligated to indemnify Purchaser Buyer only when and only to the extent such warranty claims and charge-backs become Material Warranty Claims and Charge-backs (as defined in Section 1.4(f)). Seller shall be obligated to indemnify Buyer only when and to the extent the aggregate of all Losses Damages suffered or incurred by Purchaser Buyer (excluding Material Warranty Claims and Charge-backs) as to which a right of indemnification is provided under this Article 9 VIII exceeds Two One Hundred Fifty Thousand Dollars ($250,000150,000) (the "Seller's Threshold AmountSELLER'S THRESHOLD AMOUNT"). After the aggregate of all Losses Damages suffered or incurred by Purchaser Buyer (excluding Material Warranty Claims and Charge-backs) exceeds the Seller's Threshold Amount, subject to the other limitations set forth herein, Seller shall be obligated to indemnify Purchaser Buyer for all such Losses Damages in excess of the Seller's Threshold Amount. In no event shall the aggregate liability of Seller to Purchaser Buyer Indemnitees under this Article 9 VIII or otherwise with respect to the transactions contemplated hereby, whether based upon contract, statutory or regulatory law, tort or otherwise, including without limitation, for Material Warranty Claims and Charge-backs, exceed One Million Dollars ($1,000,000) the amount held from time to time in the Escrow and available for payment of indemnity claims (the "SELLER'S MAXIMUM AMOUNT"), except for the environmental matters set forth in Section 4.17, tax matters set forth in Section 4.7, and ERISA and Seller's Benefit Plans set forth in Section 4.10. The liability of Seller for indemnity claims based on a breach of the representations and warranties contained in Sections 4.7 and 4.10 shall be unlimited. The aggregate liability of Seller to Buyer Indemnitees under this Article VIII or otherwise with respect to the transactions contemplated hereby, whether based on contract, statutory or regulatory law, tort or otherwise, for Environmental Costs and Liabilities shall be limited to (a) the amount held in the Escrow from time to time and available for payment of indemnity claims, and (b) to the extent the Escrow has been exhausted, the excess of $375,000 over the aggregate costs to the Seller after the date hereof for cleanup and other remediation work with respect to the Facility. With respect to the matters which are not subject to the Seller's Maximum Amount"). Notwithstanding , Buyer must first obtain recourse from the aboveEscrow, neither the Seller's Threshold Amount nor the Seller's Maximum Amount limitations shall apply and may make a claim for payment from Seller only to the indemnification rights of Purchaser (i) under Section 9.1(c) hereof for Losses resulting from those Excluded Liabilities described extent the funds in Section 2.2(f) Escrow have been fully paid out or (ii) under Section 9.1(b) for Losses resulting from Seller's breach of any covenant or agreement of Seller contained in Section 8.14 hereof and the payment of such amounts by Seller shall not count toward the calculation of Seller's Maximum Amount. Notwithstanding the above, Seller's Maximum Amount shall not apply to (a) claims based on ERISA or Seller's Benefit Plans; (b) claims based on the failure of the parties to comply with applicable bulk sales laws; (c)distributed.