Common use of Limitations of Indemnity Clause in Contracts

Limitations of Indemnity. Notwithstanding the foregoing, (i) no amounts shall be payable under Section 9.1(a)(i) unless and until the aggregate amount otherwise payable in the absence of this clause exceeds $125,000 (the “Deductible”), in which event Sellers shall be liable for all amounts in excess of the Deductible payable under Section 9.1(a)(i); and (ii) no claim for indemnification under Section 9.1(a)(i) shall first be asserted after the 18-month anniversary of the Closing Date; provided, however, that a claim for indemnification under Sections 4.7(b) and Section 5.1 (Title to Stock) may be asserted at any time prior to the expiration of the statute of limitations applicable thereto; provided further, that a claim for indemnification under Section 4.13 (Employee Benefit Plans; ERISA), Section 4.23 (Intellectual Property), Section 4.22 (Environmental Matters), Section 4.34 (Compliance with Laws), Section 4.17 (Federal Health Care Program and Third-Party Payor Participation), Section 4.18 (Health Care Regulatory Litigation), Section 4.19 (Compliance with Health Care Laws) may be asserted at any time prior to the three-year anniversary of the Closing Date. In no event shall the amount payable under Section 9.1(a)(i) exceed $4,000,000 (the “Cap”); provided, however, that the Cap for a breach of Section 4.7(b) and Section 5.1 (Title to Stock), shall be 100% of the Purchase Price. Notwithstanding anything herein to the contrary, the Deductible shall not apply to a claim for breach of any representation and warranty set forth in Section 4.3 (Authorization; Binding Obligations), Section 4.13 (Employee Benefit Plans; ERISA), Section 4.14 (Taxes), Section 4.17 (Federal Health Care Program and Third Party Payor Participation), Section 4.19 (Compliance with Health Care and Other Laws), Section 4.22 (Environmental Matters) or Section 4.34 (Brokers; Certain Expenses), and neither the Deductible nor the Cap shall apply to a claim for fraud or any Excluded Liability. Notwithstanding anything herein to the contrary, in no event shall the amount payable with respect to claims for indemnification related to Excluded Liabilities (other than claims with respect to Section 4.14 (Taxes) and fraud, for which the Cap shall not apply) exceed $7,500,000, in the aggregate (the “Aggregate Cap”).

Limitations of Indemnity. (a) Notwithstanding the foregoing, (i) no amounts shall be payable under Section 9.1(a)(i8.1(a)(i) unless and until the aggregate amount otherwise payable in by Seller or the absence of this clause Shareholders exceeds $125,000 * (the “Deductible”), in which event Sellers Seller or the Shareholders shall only be liable for all amounts in excess of the Deductible payable under Section 9.1(a)(i)such Deductible; and (iia) no claim for indemnification under Section 9.1(a)(i8.1(a)(i) shall first be asserted after the 18-month two year anniversary of the Closing Date; provided, however, that a claim for indemnification under Sections 4.7(b) 4.1 (Organization, Qualification and Section 5.1 Authority), 4.7 (Title to StockTransferred Assets), 4.9 (Environmental and Safety Matters), 4.12 (Seller’s Employee Benefits), 4.17 (Tax Returns; Taxes), or 4.21 (Legal and Other Compliance) may be asserted at any time prior to the expiration of the statute of limitations applicable thereto; provided further, that a claim for indemnification under Section 4.13 (Employee Benefit Plans; ERISA), Section 4.23 (Intellectual Property), Section 4.22 (Environmental Matters), Section 4.34 (Compliance with Laws), Section 4.17 (Federal Health Care Program and Third-Party Payor Participation), Section 4.18 (Health Care Regulatory Litigation), Section 4.19 (Compliance with Health Care Laws) may be asserted at any time prior . Subject to the three-year anniversary of the Closing Date. In following sentence, in no event shall the amount payable under Section 9.1(a)(i8.1(a)(i) exceed $4,000,000 the aggregate of the * payable to Seller under this Agreement (the “Cap”); provided, however, that the Cap for a breach of Section 4.7(b) and Section 5.1 (Title to Stock), shall be 100% of the Purchase Price. Notwithstanding anything herein to the contrary, the Deductible shall not apply to a claim for (i) breach of any representation and warranty set forth in Section 4.3 Sections 4.1 (Authorization; Binding ObligationsOrganization, Qualification and Authority), Section 4.13 4.9 (Employee Benefit Plans; ERISAEnvironmental and Safety Matters), Section 4.14 4.12 (TaxesSeller’s Employee Benefits), Section 4.17 (Federal Health Care Program and Third Party Payor Participation), Section 4.19 (Compliance with Health Care and Other Laws), Section 4.22 (Environmental Matters) or Section 4.34 4.14 (Brokers; Certain Expenses), 4.17 (Tax Returns; Taxes), or 4.21 (Legal and neither Other Compliance) and (ii) Losses arising from or relating to Excluded Warranty Work. Neither the Deductible nor the Cap shall apply to a claim for fraud or any Excluded Liability. Notwithstanding anything herein to the contrary, in no event shall the amount payable with respect to claims for indemnification related to Excluded Liabilities (other than claims with respect to Section 4.14 (Taxes) and fraud, for which the Cap shall not apply) exceed $7,500,000, in the aggregate (the “Aggregate Cap”).

Limitations of Indemnity. (a) Notwithstanding the foregoing, (i) no amounts shall be payable under Section 9.1(a)(i) unless and until the aggregate amount otherwise payable in the absence of this clause by Sellers exceeds $125,000 * (the “Deductible”), in which event Sellers shall only be liable for all amounts in excess of the Deductible payable under Section 9.1(a)(i)such Deductible; and (ii) no claim for indemnification under Section 9.1(a)(i) shall first be asserted after the 18-month two year anniversary of the Closing Date; provided, however, that a claim for indemnification under Sections 4.3 (Authorization; Binding Obligations), 4.7(b) and Section 5.1 (Title to Stock) and 5.1 (Ownership of Capital Stock), 4.13 (Employee Benefit Plans; ERISA), 4.14 (Taxes), 4.20 (Environmental Matters) and 4.31 (Compliance with Laws) may be asserted at any time prior to the expiration of the statute of limitations applicable thereto; provided further, that a claim for indemnification under Section 4.13 (Employee Benefit Plans; ERISA), Section 4.23 (Intellectual Property), Section 4.22 (Environmental Matters), Section 4.34 (Compliance with Laws), Section 4.17 (Federal Health Care Program and Third-Party Payor Participation), Section 4.18 (Health Care Regulatory Litigation), Section 4.19 (Compliance with Health Care Laws) may be asserted at any time prior . Subject to the three-year anniversary of the Closing Date. In following sentence, in no event shall the amount payable under Section 9.1(a)(i) exceed $4,000,000 the aggregate of the * payable to Sellers under this Agreement (the “Cap”); provided, however, that and in no event shall the Cap for a breach of amount payable under Section 4.7(b9.1(a)(i) and Section 5.1 (Title by any Seller exceed an amount equal to Stock), shall be 100% such Seller’s Pro Rata Share of the Purchase PriceCap. Notwithstanding anything herein to the contrary, the Deductible shall not apply to a claim for breach of any representation and warranty set forth in Section 4.3 (Authorization; Binding Obligations), Section 4.13 (Employee Benefit Plans; ERISA), Section 4.14 (Taxes), Section 4.17 (Federal Health Care Program and Third Party Payor Participation), Section 4.19 (Compliance with Health Care and Other Laws), Section 4.22 4.20 (Environmental Matters) or Section 4.34 4.30 (Brokers; Certain Expenses), ) and neither the Deductible nor the Cap shall apply to a claim for fraud or any Excluded Liability. Notwithstanding anything herein to the contrary, in no event shall the amount payable with respect to claims for indemnification related to Excluded Liabilities (other than claims with respect to Section 4.14 (Taxes) and fraud, for which the Cap shall not apply) exceed $7,500,000, in the aggregate (the “Aggregate Cap”).

Limitations of Indemnity. Notwithstanding the foregoing, (i) no claim for indemnification shall be asserted by any Buyer Indemnified Party with respect to any single Loss in an amount less than $10,000 (it being understood that the aggregate amount of all Losses arising from the same operative facts and circumstances shall be deemed a single Loss); (ii) no amounts shall be payable by the Seller Indemnified Parties under this Section 9.1(a)(i7 (other than in the case of actual fraud) unless and until the aggregate amount otherwise payable by the Seller Indemnified Parties in the absence of this clause exceeds $125,000 (the “Deductible”)300,000, in which event Sellers shall be liable for all such amounts in excess of such amount (but only such amounts in excess) shall be due; (iii) the Deductible payable under Section 9.1(a)(iSeller Indemnified Parties shall not be liable for indemnification hereunder (other than in the case of actual fraud) in an aggregate amount in excess of $4,000,000 (less unreimbursed amounts paid by the Seller Indemnified Parties (including reasonable legal fees and expenses) after the date hereof in connection with Third Party claims based on the matters set forth on Schedule 3.13); and (iiiv) no claim for indemnification under this Section 9.1(a)(i) 7 shall first be asserted against the Seller Indemnified Parties after the 18-month anniversary of the Closing DateDecember 31, 1998; provided, however, that (x) a claim for indemnification under Sections 4.7(brelated to a breach of the first sentence of Section 3.9 may be asserted at any time, and (y) and a claim for indemnification related to a breach of Section 5.1 (Title to Stock) 3.13, Section 3.14 or Section 3.16 or the matters described on Schedule 3.13, Schedule 3.14 or Schedule 3.16 may be asserted at any time prior to the expiration of the statute of limitations applicable thereto; provided further, that . Claims by a claim Seller Indemnified Party against the Buyer Indemnified Parties for indemnification under Section 4.13 (Employee Benefit Plans; ERISA), Section 4.23 (Intellectual Property), Section 4.22 (Environmental Matters), Section 4.34 (Compliance with Laws), Section 4.17 (Federal Health Care Program and Third-Party Payor Participation), Section 4.18 (Health Care Regulatory Litigation), Section 4.19 (Compliance with Health Care Laws) respect to the Assumed Liabilities may be asserted at any time prior to the three-year anniversary expiration of the Closing Date. In no event shall the amount payable under Section 9.1(a)(i) exceed $4,000,000 (the “Cap”); provided, however, that the Cap for a breach statute of Section 4.7(b) and Section 5.1 (Title to Stock), shall be 100% of the Purchase Price. Notwithstanding anything herein to the contrary, the Deductible shall not apply to a claim for breach of any representation and warranty set forth in Section 4.3 (Authorization; Binding Obligations), Section 4.13 (Employee Benefit Plans; ERISA), Section 4.14 (Taxes), Section 4.17 (Federal Health Care Program and Third Party Payor Participation), Section 4.19 (Compliance with Health Care and Other Laws), Section 4.22 (Environmental Matters) or Section 4.34 (Brokers; Certain Expenses), and neither the Deductible nor the Cap shall apply to a claim for fraud or any Excluded Liability. Notwithstanding anything herein to the contrary, in no event shall the amount payable with respect to claims for indemnification related to Excluded Liabilities (other than claims with respect to Section 4.14 (Taxes) and fraud, for which the Cap shall not apply) exceed $7,500,000, in the aggregate (the “Aggregate Cap”)limitations applicable thereto.

Limitations of Indemnity. (a) Notwithstanding the foregoing, (i) no amounts shall be payable under Section 9.1(a)(i) unless and until the aggregate amount otherwise payable in the absence of this clause exceeds $125,000 150,000 (the “DeductibleBasket”), in which event Sellers shall be liable for all amounts in excess of the Deductible (including such $150,000) payable under Section 9.1(a)(i); and (ii) no claim for indemnification under Section 9.1(a)(i) shall first be asserted after the 18two-month year anniversary of the Closing Date; provided, however, that a claim for indemnification under Sections 4.7(bSection 4.3 (Authorization; Binding Obligations), Section 4.7(c) and Section 5.1 5.2 (Title to Stock), and Section 4.14 (Taxes) may be asserted at any time prior to the expiration of the statute of limitations applicable theretotime; provided further, that a claim for indemnification under Section 4.13 (Employee Benefit Plans; ERISA), Section 4.23 (Intellectual Property), Section 4.22 (Environmental Matters), ) and Section 4.34 (Compliance with Laws)) may be asserted at any time prior to the three-year anniversary of the Closing Date; and provided, further, that a claim for indemnification under Section 4.17 (Federal Health Care Program and Third-Party Payor Participation), Section 4.18 (Health Care Regulatory Litigation), Section 4.19 (Compliance with Health Care Laws) may be asserted at any time prior to the threefour-year anniversary of the Closing Date. In no event shall the amount payable under Section 9.1(a)(i) exceed $4,000,000 3,000,000 (the “Cap”); provided, however, that the Cap for a breach of Section 4.7(b4.7(c) and Section 5.1 5.2 (Title to Stock), ) shall be 100% of the Purchase Price. Notwithstanding anything herein to the contrary, the Deductible Basket shall not apply to a claim for breach of any representation and warranty set forth in Section 4.3 (Authorization; Binding Obligations), Section 4.13 (Employee Benefit Plans; ERISA), Section 4.14 (Taxes), Section 4.17 (Federal Health Care Program and Third Third-Party Payor Participation), Section 4.19 (Compliance with Health Care and Other Laws), Section 4.22 (Environmental Matters) or Section 4.34 (Brokers; Certain Expenses), ) and neither the Deductible Basket nor the Cap shall apply to a claim for fraud or any Excluded Liability. Notwithstanding anything herein to the contrary, in no event shall the amount payable with respect to claims for indemnification for a breach of Section 4.14 (Taxes), Section 7.5 (Tax Matters) or related to Excluded Liabilities (other than claims with respect to Section 4.14 items (Taxesvii) and fraud, (x) for which the Cap shall not apply) exceed $7,500,00012,000,000, in the aggregate (the “Aggregate Cap”).

Limitations of Indemnity. Notwithstanding the foregoing, (i) no amounts shall be payable under Section 9.1(a)(i§9(b)(i)(A) unless and until the aggregate amount otherwise payable in the absence of this clause exceeds $125,000 1,000,000 (the “Deductible”), in which event Sellers shall be liable for all amounts in excess of the Deductible and payable under Section 9.1(a)(i§9(b)(i)(A); and (ii) no claim for indemnification under Section 9.1(a)(i) shall first be asserted after the 18-month anniversary of the Closing Date; provided, however, that a claim for indemnification under Sections 4.7(b) and Section 5.1 (Title to Stock) may be asserted at any time prior to the expiration of the statute of limitations applicable thereto; provided further, that a claim for indemnification under Section 4.13 (Employee Benefit Plans; ERISA), Section 4.23 (Intellectual Property), Section 4.22 (Environmental Matters), Section 4.34 (Compliance with Laws), Section 4.17 (Federal Health Care Program and Third-Party Payor Participation), Section 4.18 (Health Care Regulatory Litigation), Section 4.19 (Compliance with Health Care Laws) may be asserted at any time prior to the three-year anniversary of the Closing Date. In no event shall the amount payable under Section 9.1(a)(i§9(b)(i)(A) exceed $4,000,000 15,000,000 (the “Cap”); provided, however, that the Cap for a breach of Section 4.7(b§3(a)(ii) and Section 5.1 (Title to Stockv) (Authorization; Ownership of Company Shares), §4(b)(ii) (Authorization; Binding Obligations), §4(f) (Ownership of Subsidiaries) shall be 100% of the Purchase Price. Notwithstanding anything herein to the contrary, the Deductible shall not apply to a claim for breach of any representation and warranty set forth in Section 4.3 §3(a)(ii) and (v) (Authorization; Ownership of Company Shares), §4(a)(iii) (Binding Obligations), Section 4.13 §4(d) (Employee Benefit Plans; ERISABrokers), Section 4.14 the first sentence of §4(e) (TaxesNo Liens), Section 4.17 §4(f) (Federal Health Care Program and Third Party Payor ParticipationOwnership of Subsidiaries), Section 4.19 §4(k) (Compliance with Health Care and Other Laws), Section 4.22 (Environmental Tax Matters) or Section 4.34 §4(s) (Brokers; Certain ExpensesHealth Care Laws). Additionally, and neither no claim for indemnification shall be brought unless the amount of such claim (or series of related claims in the aggregate) exceeds $10,000. Neither the Cap nor the Deductible nor the Cap shall apply to a claim for fraud willful misconduct or any Excluded Liabilityfraud. Notwithstanding anything herein Seller and Buyer have agreed that separate standards will apply to the contraryuse of the terms “material,” “in all material respects,” and “Material Adverse Effect” (together, in no event shall the amount payable with respect to claims for indemnification related to Excluded Liabilities (other than claims with respect to Section 4.14 (Taxes) and fraud, for which the Cap shall not apply) exceed $7,500,000, in the aggregate (the “Aggregate CapMateriality Terms”)) for purposes of determining the rights to indemnification under this §9. For purposes of indemnification, the representations and warranties in §3 and §4 shall be construed as if they were not qualified by the Materiality Terms. As so construed, no indemnification for Adverse Consequences for any representation or warranty, including any representation or warranty containing a Materiality Term, under §9 shall be required unless the untruth or breach of any such representation or warranty applied without the relevant Materiality Terms results in Adverse Consequences of $10,000 or more.

Limitations of Indemnity. (a) Notwithstanding the foregoing, (i) no amounts amount shall be payable under Section 9.1(a)(i9.1(a) unless and until the aggregate amount otherwise payable in the absence of this clause by Seller exceeds $125,000 150,000 (the “Deductible”), in which event Sellers Seller shall only be liable for all amounts in excess of the Deductible payable under Section 9.1(a)(i); Deductible, and (ii) no claim for indemnification under Section 9.1(a)(i) shall first be asserted after the 18-month two year anniversary of the Closing Date; provided, however, that a claim for indemnification under Sections 4.3 (Authorization; Binding Obligations), 4.7(b) and Section 5.1 (Title to Stock) and 5.1 (Ownership of Capital Stock), 4.13 (Employee Benefit Plans; ERISA), 4.14 and 7.1 (Taxes), 4.20 (Environmental Matters) and 4.31 (Compliance with Laws) may be asserted at any time prior to the expiration of the statute of limitations applicable thereto; provided further, that a claim for indemnification under Section 4.13 (Employee Benefit Plans; ERISA), Section 4.23 (Intellectual Property), Section 4.22 (Environmental Matters), Section 4.34 (Compliance with Laws), Section 4.17 (Federal Health Care Program and Third-Party Payor Participation), Section 4.18 (Health Care Regulatory Litigation), Section 4.19 (Compliance with Health Care Laws) may be asserted at any time prior . Subject to the three-year anniversary of the Closing Date. In following sentence, in no event shall the amount payable under Section 7.1(b) or Section 9.1(a)(i) by Seller exceed $4,000,000 (i) with respect to any claims for indemnification asserted on or prior to March 31, 2009, the “Cap”); providedaggregate Merger Consideration payable to Seller under this Agreement, however(ii) with respect to any claims for indemnification asserted after March 31, that 2009 but on or prior to the Cap for a breach first anniversary of Section 4.7(b) and Section 5.1 (Title to Stock)the Closing Date, shall be 10066% of the Purchase Priceaggregate Merger Consideration payable to Seller under this Agreement, and (ii) with respect to any claims for indemnification asserted after the first anniversary of the Closing Date, 33% of the aggregate Merger Consideration payable to Seller under this Agreement. For purposes of this Section 9.2(a), the value of any share of Buyer Common Stock shall be equal to the closing price of Buyer Common Stock on the NASDAQ Global Market on the date prior to the date requiring a calculation. Notwithstanding anything herein to the contrary, the Deductible shall not apply to a claim for breach of any representation and warranty set forth in Section 4.3 (Authorization; Binding Obligations), Section 4.13 (Employee Benefit Plans; ERISA), Section 4.14 and Section 7.1 (Taxes), Section 4.17 (Federal Health Care Program and Third Party Payor Participation), Section 4.19 (Compliance with Health Care and Other Laws), Section 4.22 4.20 (Environmental Matters) or Section 4.34 4.30 (Brokers; Certain Expenses), ) and neither the Deductible nor the Cap other limitations set forth in this Section 9.2(a) shall not apply to a claim for fraud or any Excluded Liability. Notwithstanding anything herein to the contrary, in no event shall the amount payable with respect to claims for indemnification related to Excluded Liabilities (other than claims with respect to Section 4.14 (Taxes) and fraud, for which the Cap shall not apply) exceed $7,500,000, in the aggregate (the “Aggregate Cap”).

Limitations of Indemnity. (a) Notwithstanding the foregoing, (i) no amounts shall be payable under Section 9.1(a)(i) unless and until the aggregate amount otherwise payable in the absence of this clause exceeds $125,000 200,000 (the “Deductible”), in which event Sellers shall only be liable for all amounts in excess of the Deductible payable under Section 9.1(a)(i)such Deductible; and (ii) no claim for indemnification under Section 9.1(a)(i) shall first be asserted after the 18-month two year anniversary of the Closing Date; provided, however, that a claim for indemnification under Sections 4.3 (Authorization; Binding Obligations), Sections 4.7(b) and Section 5.1 (Title to Stock), or Tax matters under Section 4.14 (Taxes) may be asserted at any time prior to the expiration of the statute of limitations applicable thereto; and provided further, further that a claim for indemnification under Section 4.13 (Employee Benefit Plans; ERISA), Section 4.23 (Intellectual Property), Section 4.22 (Environmental Matters), Section 4.34 (Compliance with Laws), related to a breach of Section 4.17 (Federal Health Care Program and Third-Third Party Payor Participation), Section 4.18 (Health Care Regulatory Litigation), or Section 4.19 (Compliance with Health Care LawsMedicare, Medicaid; Company’s Legal and Billing Compliance) may be asserted made by Buyer at any time prior to the three-year anniversary of date which is 36 months after the Closing Date; and provided further that a claim for indemnification related to a breach of Sections 4.3 (Authorization; Binding Obligations), Section 4.13 (Employee Benefit Plans; ERISA) or Section 4.23 (Environmental Matters) may be made by Buyer at any time prior to the first to occur of the date which is 48 months after the Closing Date or the date on which the statute of limitations applicable thereto expires. In no event shall the amount payable under Section 9.1(a)(i9.1(a) exceed a total amount of $4,000,000 3,850,000 (the “Cap”); provided, however, that and in no event shall the Cap for a breach of amount payable under Section 4.7(b9.1(a) and Section 5.1 (Title by any Seller exceed an amount equal to Stock), shall be 100% such Seller’s Pro Rata Share of the Purchase PriceCap. Notwithstanding anything herein to the contrary, (1) the Deductible shall not apply to a claim for breach of any representation and warranty set forth in Section Sections 4.3 (Authorization; Binding Obligations), Section 4.13 (Employee Benefit Plans; ERISA), Section 4.14 (Taxes), or Section 4.34 (Brokers; Certain Expenses), (2) a total of up to $50,000 of the Deductible shall be applied against any claim of a breach of any representation and warranty set forth in Section 4.17 (Federal Health Care Program and Third Party Payor Participation), and Section 4.19 (Compliance with Health Care and Other Laws), Section 4.22 (Environmental Matters) or Section 4.34 (Brokers; Certain Expenses)with the remaining amounts of such claims not subject to the Deductible, and (3) neither the Deductible nor the Cap shall apply to a claim for fraud or any Excluded Liability. Notwithstanding anything herein to the contrary, in no event shall the amount payable with respect to claims for indemnification related to Excluded Liabilities (other than claims with respect to Section 4.14 (Taxes) and fraud, for which the Cap shall not apply) exceed $7,500,000, in the aggregate (the “Aggregate Cap”)event of actual fraud.

Limitations of Indemnity. (a) Notwithstanding the foregoing, (i) no amounts shall be payable under Section 9.1(a)(i) unless and until the aggregate amount otherwise payable in the absence of this clause exceeds $125,000 75,000 (the “Deductible”), in which event Sellers shall only be liable for all amounts in excess of the Deductible payable under Section 9.1(a)(i)such Deductible; and (iia) no claim for indemnification under Section 9.1(a)(i) shall first be asserted after the 18-month two year anniversary of the Closing Date; provided, however, that a claim for indemnification under Sections 4.3 (Authorization; Binding Obligations), 4.7(b) and Section 5.1 (Title to StockInterests) and 5.1 (Ownership of Interests), 4.13 (Employee Benefit Plans; ERISA), 4.14 (Taxes), 4.17 (Reimbursement Approvals), 4.18 (Health Care Regulatory Litigation), 4.19 (Medicare, Medicaid; Company’s Legal and Billing Compliance), 4.23 (Environmental Matters) and 4.35 (Compliance with Laws) may be asserted at any time prior to the expiration of the statute of limitations applicable thereto; provided further, that a claim for indemnification under Section 4.13 (Employee Benefit Plans; ERISA), Section 4.23 (Intellectual Property), Section 4.22 (Environmental Matters), Section 4.34 (Compliance with Laws), Section 4.17 (Federal Health Care Program and Third-Party Payor Participation), Section 4.18 (Health Care Regulatory Litigation), Section 4.19 (Compliance with Health Care Laws) may be asserted at any time prior to the three-year anniversary of the Closing Date. In no event shall the amount payable under Section 9.1(a)(i) exceed $4,000,000 the Purchase Price payable to Sellers (the “Cap”); provided, however, that and in no event shall the Cap for a breach of amount payable under Section 4.7(b9.1(a)(i) and Section 5.1 (Title by any Seller exceed an amount equal to Stock), shall be 100% such Seller’s Pro Rata Share of the Purchase PriceCap. Notwithstanding anything herein to the contrary, the Deductible shall not apply to a claim for breach of any representation and warranty set forth in Section 4.3 (Authorization; Binding Obligations), Section 4.13 (Employee Benefit Plans; ERISA), Section 4.14 (Taxes), Section 4.17 (Federal Health Care Program and Third Party Payor ParticipationReimbursement Approvals), Section 4.19 (Compliance with Health Care Medicare, Medicaid; Company’s Legal and Other LawsBilling Compliance), Section 4.22 4.23 (Environmental Matters) or Section 4.34 (Brokers; Certain Expenses), ) and neither the Deductible nor the Cap shall apply to a claim for fraud or any Excluded Liability. Notwithstanding anything herein to the contrary, in no event shall the amount payable with respect to claims for indemnification related to Excluded Liabilities (other than claims with respect to Section 4.14 (Taxes) and fraud, for which the Cap shall not apply) exceed $7,500,000, in the aggregate (the “Aggregate Cap”).