Common use of Limitations as to Amount Clause in Contracts

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. Indemnitors In accordance with Section 1.4(f), with respect to warranty claims and charge-backs, Seller shall have be obligated to indemnify 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 Damages suffered or incurred by Buyer (excluding Material Warranty Claims and Charge-backs) as to which a right of indemnification is provided under this Article VIII exceeds One Hundred Fifty Thousand Dollars ($150,000) (the "SELLER'S THRESHOLD AMOUNT"). After the aggregate of all Damages suffered or incurred by 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 Buyer for all such Damages in excess of the Seller's Threshold Amount. In no event shall the aggregate liability of Seller to Buyer Indemnitees under this Article 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 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 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 are not subject 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 IndemnitorSeller's Maximum Amount, Buyer must first obtain recourse from the Escrow, and the Indemnitors shall be liable may make a claim 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 payment from Seller only to the representations and warranties made extent the funds 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 groupEscrow have been fully paid out or distributed.

Limitations as to Amount. Indemnitors (a) Subject to the limitations described in Section 8.5(f), Seller shall have no liability with ------------------------ respect to claims for indemnification by the Purchaser Indemnified Persons, and Purchaser shall have no liability with respect to claims for indemnification by the Seller Indemnified Persons, until (and only to the extent that) the total of all Damages with respect to claims for indemnification under this Agreement, in the aggregate, exceed an amount equal to [* - indemnity basket amount redacted as highly negotiated and commercially sensitive term] (the “Basket”), which amount shall be treated as a deductible for purposes of this Article VIII. (b) Subject to the limitations described in Section 8.5(f), in no event shall the Purchaser Indemnified Persons or Seller Indemnified Persons, as the case may be, be entitled to recover Damages from the other in excess of an amount equal to [* - indemnity limit amount redacted as highly negotiated and commercially sensitive term] in the aggregate with respect to claims for indemnification under this Agreement (the “Cap”); provided that the Cap shall be reduced from time to time to reflect payments for indemnification for which the Cap applies. (c) The Purchaser Indemnified Persons’ right to indemnification shall be reduced to the extent that the subject matter of any claim is actually paid to (i) a Purchaser Indemnified Person or (ii) Newco (solely for breaches of Seller representations and warranties that cover the Peanuts Companies or Business and not Newco or Seller) pursuant to any insurance policy, warranty or indemnification from a Third Party. In the case of payments to Newco, the Purchaser Indemnified Persons’ right to indemnification shall be reduced by an amount equal to 49% of the amount actually paid to Newco. (d) No party hereto shall be obligated to indemnify any other Person with respect to any (i) representation, warranty, covenant or condition specifically waived in writing by the other party on or prior to the Closing or (ii) any Damages with respect to any matter if and to the extent such matter was included in the calculation of the Working Capital Adjustment, as finally determined pursuant to Section 3.2. (e) Subject to Section 10.10, and except with respect to any claim for actual fraud, the remedies provided in this Article VIII shall be exclusive and shall preclude other remedies that may be available to Seller, Purchaser, the Seller Indemnified Persons or the Purchaser Indemnified Persons. (f) Notwithstanding anything in this Section 8.5 to the contrary, neither the Basket nor the Cap shall apply to Damages arising out of or related to (i) breaches by Seller of any Fundamental Rep, (ii) matters covered by Section 8.1(b), Section 8.2 or Section 8.3(b) or (iii) actual fraud; provided, however, that in no event shall the Purchaser Indemnified Persons be entitled to recover Damages from Seller with respect to the matters described in Section 8.1 until the total of immediately preceding clauses (i) and (ii) in an aggregate amount, together with all Losses with respect thereto exceeds $100,000 and then only other claims 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 Damages paid 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 payable under this Article 8 for an VIII, in excess of [* - indemnity limit 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 redacted as highly negotiated 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 groupcommercially sensitive term].

Limitations as to Amount. Indemnitors Seller shall have no liability with ------------------------ respect be obligated to indemnify Purchaser only when and only to the matters described in Section 8.1 until extent the total aggregate of all Losses with respect thereto suffered or incurred by Purchaser as to which a right of indemnification is provided under this Article 9 exceeds Two Hundred Fifty Thousand Dollars ($100,000 and then only 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 the amount by which all such Losses exceeds $100,000 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 relevant class of Indemnitorstransactions 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"). The Notwithstanding the above, neither the Seller's Threshold Amount nor the Seller's Maximum Amount limitations set forth in this Section shall not apply to any intentional misrepresentation 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 warranty of any Indemnitor or any intentional failure to perform or comply with any covenant or agreement of any Indemnitor, Seller contained in Section 8.14 hereof and the Indemnitors payment of such amounts by Seller shall be liable for all Losses with respect theretonot count toward the calculation of Seller's Maximum Amount. Notwithstanding any other term of this Agreement the above, Seller's Maximum Amount shall not apply to (except a) claims based on ERISA or Seller's Benefit Plans; (b) claims based on 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) failure of the ICCE Common Stock received by such ACSYS Shareholder in connection parties to comply 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 applicable bulk sales laws; (except the proviso to this sentencec), 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.