Common use of LIMITATIONS ON AMOUNT--SELLERS Clause in Contracts

LIMITATIONS ON AMOUNT--SELLERS. Seller will have no liability for ------------------------------ indemnification or payment of Damages with respect to the matters described in clause (a) of Section 6.02 until the total of all Damages with respect to such matters exceeds Three Hundred Thousand Dollars ($300,000), and then only for the amount by which such Damages exceed Three Hundred Thousand Dollars ($300,000). Except as set forth below, Seller will have no obligation to indemnify Buyer under this Article VI for an aggregate amount in excess of twenty-five percent (25%) of the Purchase Price. However, no limitation set forth in this Section 6.06 will apply to: (i) any Breach of any of Sellers' representations and warranties of which Seller or any DASA employee who has material knowledge of the matters set forth herein as of the date hereof had Knowledge on the date on which such representation and warranty is made or any intentional Breach by Seller of any covenant or obligation or; (ii) any Breach of any representation or warranty made by Seller in Section 5.01(l) or any indemnity by Seller pursuant to Section 6.03 (other than a Breach or indemnity which relates solely to Current Sites); (iii) any breach by Seller of the representation and warranty made by Seller in Section 5.01(n)(6); or (iv) any indemnity by Seller pursuant to Section 6.02(e). In addition, none of the indemnities, liabilities, and obligations described in the immediately preceding sentence shall be included in the calculation of the aggregate cap on indemnity set forth in this Section 6.06. The limitations set forth in the first sentence of this Section 6.06 shall not apply to any indemnity claim pursuant to Sections 6.02(c) or 6.02(d).

LIMITATIONS ON AMOUNT--SELLERS. Seller will Parent and Sellers shall have no liability (for ------------------------------ indemnification or payment of Damages otherwise) with respect to the matters described in clause (a), clause (b) or, to the extent relating to any failure to perform or comply prior to the Closing Date, clause (c), of Section 6.02 8.2 (“Sellers Applicable Claim(s)”): (a) until the total aggregate of all Damages with respect to such matters exceeds Three Hundred Thousand Dollars Applicable Claims shall have exceeded the sum of US six hundred thousand and no/100 dollars ($300,000600,000.00) (“Sellers’ Basket”), and then only for to the amount by which such extent of the excess over the Basket, and (b) to the extent that Damages exceed Three Hundred Thousand Dollars to Indemnified Persons in connection with all Applicable Claims taken together shall have exceeded a total of US thirty million and no/100 dollars ($300,00030,000,000.00) (the “Seller’s Indemnification Cap”). Except as set forth below, Seller will have no obligation to indemnify Buyer under this Article VI for an aggregate amount in excess of twenty-five percent (25%) of the Purchase Price. However, no limitation set forth in this Section 6.06 10.5 will not apply to: (i) to any material Breach of any of Sellers' ’ material representations and warranties of which Seller or any DASA employee who has material knowledge of the matters set forth herein as of the date hereof Sellers had Knowledge on at any time prior to the date on which such representation and warranty is made or any intentional Breach by Seller Sellers of any covenant or obligation or; (ii) any Breach of any representation obligation, and Sellers will be jointly and severally liable for all Damages with respect to such Breaches. Notwithstanding the foregoing, Damages arising, directly or warranty made by Seller indirectly, from or in Section 5.01(l) or any indemnity by Seller connection with the Excluded Liabilities pursuant to Section 6.03 (other than a Breach or indemnity which relates solely 8.2(d) above, shall not be subject to Current Sites); (iii) any breach by Seller of the representation and warranty made by Seller limitations in Section 5.01(n)(6); 8.4 or (iv) any indemnity by Seller pursuant to this Section 6.02(e). In addition, none of the indemnities, liabilities8.5, and obligations described in neither the immediately preceding sentence Sellers’ Basket nor the Sellers’ Indemnification Cap shall be included in the calculation of the aggregate cap on indemnity set forth in this Section 6.06. The limitations set forth in the first sentence of this Section 6.06 shall not apply to any indemnity claim pursuant to Sections 6.02(c) or 6.02(d)such Damages.

LIMITATIONS ON AMOUNT--SELLERS. Seller (a) Sellers will have no liability (for ------------------------------ indemnification or payment of Damages otherwise) with respect to the matters described in clause (a), clause (b), clause (c), clause (d) or clause (f) of Section 6.02 10.2 until the total of all Damages with respect to such matters exceeds Three Hundred Thousand Dollars $250,000 ($300,000the "THRESHOLD AMOUNT"); provided, however, that once the total of all Damages with respect to such matters exceeds the Threshold Amount, Sellers shall, subject to Section 10.6(b) and Section 10.6(c), and then only be liable for the amount by which total of all such Damages exceed Three Hundred Thousand Dollars ($300,000)Damages, including the Threshold Amount. Except as set forth belowNotwithstanding the foregoing, Seller will have no obligation to indemnify Buyer under this Article VI for an aggregate amount in excess of twenty-five percent (25%) of the Purchase Price. However, no limitation limitations on Sellers' liability set forth in this Section 6.06 will 10.6(a) shall not apply to: to (i) the matters described in clause (e) of Section 10.2, (ii) Sellers' liability under Section 10.3, (iii) any Breach of any of Sellers' representations and warranties in Section 3.1, Section 3.2, Section 3.3, the third sentence of Section 3.6, Section 3.11, Section 3.13, or Section 3.19, (iv) any Breach of any of Sellers' other representations and warranties of which either Seller or any DASA employee who has material knowledge Affiliate of the matters set forth herein as of the date hereof either Seller had Knowledge on at any time prior to the date on which such other representation and warranty is made or (v) any intentional Breach by either Seller of any covenant or obligation orobligation, and, subject to the limitations of Section 10.6(c) below, Sellers shall be liable for all Damages with respect to all such matters without regard to whether or not the Threshold Amount has been exceeded; (ii) any Breach provided, however, that, in determining whether the Threshold Amount has been exceeded for purposes of any representation or warranty made by Seller this Section 10.6(a), all Damages in Section 5.01(l) or any indemnity by Seller pursuant to Section 6.03 (other than a Breach or indemnity which relates solely to Current Sites); (iii) any breach by Seller respect of the representation and warranty made by Seller in Section 5.01(n)(6); or (iv) any indemnity by Seller pursuant to Section 6.02(e). In addition, none of the indemnities, liabilities, and obligations matters described in the immediately preceding sentence clauses (i) - (v) shall be included in the calculation of the aggregate cap on indemnity set forth in this Section 6.06. The limitations set forth in the first sentence of this Section 6.06 shall not apply to any indemnity claim pursuant to Sections 6.02(c) or 6.02(d)included.

LIMITATIONS ON AMOUNT--SELLERS. No Seller will shall have no liability any Liability (for ------------------------------ indemnification or payment of Damages otherwise) with respect to the matters described in clause (aclaims under Section 8.2(a) of Section 6.02 until the total of all Damages with respect to such matters exceeds Three Hundred Thousand Dollars $161,970 ($300,000the “Deductible”) and then, (a) with respect to claims under Section 8.2(a)(i) (excluding claims under or to matters arising in respect of Fundamental Representations), and then only for the amount by which such Damages exceed Three Hundred Thousand Dollars ($300,000). Except as set forth below, Seller will have no obligation the Deductible up to indemnify Buyer under this Article VI for an aggregate amount in excess of twenty-five equal to ten percent (2510%) of the Purchase Price, or (b) with respect to all other claims under Section 8.2(a), only for the amount by which such Damages exceed the Deductible up to the Purchase Price; provided, however, the Deductible shall not apply to claims (1) arising out of the Retained Liabilities described in Section 2.4(b)(iii) or the representations and warranties set forth in Section 3.15 (Taxes) or Section 3.23 (Environmental Matters) or (2) under Sections 8.2(a)(ii) through (vii) (including, for greater certainty, Specified Claims). However, no limitation set forth the limitations in this Section 6.06 8.4 will not apply to: (i) to claims under or to matters arising in respect of Fundamental Representations or to any Breach of any of Sellers' any Seller’s representations and warranties of which any Seller or any DASA employee who has material knowledge of the matters set forth herein as of the date hereof had Knowledge on at any time prior to the date on which such representation and warranty is made or any intentional Breach by any Seller of any covenant or obligation or; (ii) any Breach of any representation or warranty made by Seller obligation, and Sellers will be liable for all Damages with respect to such Breaches. However, in Section 5.01(l) or any indemnity by Seller pursuant to Section 6.03 (other than a Breach or indemnity which relates solely to Current Sites); (iii) any breach by Seller no event shall such Liability of the representation and warranty made by Seller in Section 5.01(n)(6); or (iv) any indemnity by Seller pursuant to Section 6.02(e). In addition, none of Sellers hereunder exceed the indemnities, liabilities, and obligations described in the immediately preceding sentence shall be included in the calculation of the aggregate cap on indemnity set forth in this Section 6.06. The limitations set forth in the first sentence of this Section 6.06 shall not apply to any indemnity claim pursuant to Sections 6.02(c) or 6.02(d)Purchase Price.