Common use of Limitations on Amount Clause in Contracts

Limitations on Amount. Except as otherwise provided in Section 11.5, Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.2(a), (b) and (d) until the total of all Damages with respect to such matters exceeds Four Hundred Thousand Dollars ($400,000), and then only for the amount by which such Damages exceed Four Hundred Thousand Dollars ($400,000). Notwithstanding the foregoing, Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.4(e) until the total of all Damages with respect to such matters exceeds Two Hundred Fifty Thousand Dollars ($250,000), and only the amount by which such Damages exceed Two Hundred Fifty Thousand Dollars ($250,000). The maximum liability of Sellers in aggregate under this Article 10 and Section 11.5 for any and all Damages, regardless of when suffered, shall be Twenty-Five Million Dollars ($25,000,000); provided, however, that (a) the maximum liability of Sellers pursuant to Sections 10.2(a) arising out of Section 3.17, 10.2(c) and 11.5 relating to the Group’s Facility located in New York, other than with respect to third party personal claims for personal injury or property damage, shall be Ten Million Dollars ($10,000,000), all of which shall be counted against the maximum liability of Twenty-Five Million Dollars ($25,000,000), and (b) no restriction shall apply in cases of fraud or intentional misrepresentation by any of Sellers.

Limitations on Amount. Except as otherwise provided in Section 11.5, (a) Sellers will shall have no liability (for indemnification or otherwise) with respect to the matters described in claims under Section 10.2(a), (b) and (d) until the total of all Damages with respect to all such matters exceeds Four Two Hundred Thousand Dollars ($400,000), 200,000) and then only for the amount by which such Damages exceed Four Two Hundred Thousand Dollars ($400,000200,000). The maximum aggregate liability of Sellers to Purchaser with respect to claims under Section 10.2(a) shall not exceed the sum of (i) Twelve Million Nine Hundred Thousand Dollars ($12,900,000) plus (ii) twenty percent (20%) of the aggregate amount of the Current Liabilities included in the Closing Date Net Assets Calculation. Notwithstanding the foregoing, Sellers this Section 10.4(a) will not apply to any claims based on fraud. (b) Purchaser will have no liability (for indemnification or otherwise) with respect to the matters described in claims under Section 10.4(e10.3(a) until the total of all Damages with respect to all such matters exceeds Two Hundred Fifty Thousand Dollars ($250,000), 200,000) and then only for the amount by which such Damages exceed Two Hundred Fifty Thousand Dollars ($250,000200,000). The maximum liability of Sellers in aggregate under Notwithstanding the foregoing, this Article 10 and Section 11.5 for 10.4(b) will not apply to any and all Damages, regardless of when suffered, shall be Twenty-Five Million Dollars ($25,000,000); provided, however, that (a) the maximum liability of Sellers pursuant to Sections 10.2(a) arising out of Section 3.17, 10.2(c) and 11.5 relating to the Group’s Facility located in New York, other than with respect to third party personal claims for personal injury or property damage, shall be Ten Million Dollars ($10,000,000), all of which shall be counted against the maximum liability of Twenty-Five Million Dollars ($25,000,000), and (b) no restriction shall apply in cases of fraud or intentional misrepresentation by any of Sellersbased on fraud.

Limitations on Amount. Except as otherwise provided in Section 11.5, (a) Sellers will shall have no liability (for indemnification or otherwise) with respect to the matters described in claims under Section 10.2(a), (b) and (d) until the total of all Damages with respect to all such matters exceeds Four One Hundred Thousand Dollars ($400,000), 100,000) and then only for the amount by which such Damages exceed Four One Hundred Thousand Dollars ($400,000100,000). The maximum aggregate liability of Sellers to Purchaser with respect to claims under Section 10.2(a) shall not exceed the sum of (i) Six Million Three Hundred Seventy Thousand Dollars ($6,370,000) plus (ii) twenty percent (20%) of the aggregate amount of the Current Liabilities included in the Closing Date Net Assets Calculation. Notwithstanding the foregoing, Sellers this Section 10.4(a) will not apply to any claims based on fraud. (b) Purchaser will have no liability (for indemnification or otherwise) with respect to the matters described in claims under Section 10.4(e10.3(a) until the total of all Damages with respect to all such matters exceeds Two One Hundred Fifty Thousand Dollars ($250,000), 100,000) and then only for the amount by which such Damages exceed Two One Hundred Fifty Thousand Dollars ($250,000100,000). The maximum liability of Sellers in aggregate under Notwithstanding the foregoing, this Article 10 and Section 11.5 for 10.4(b) will not apply to any and all Damages, regardless of when suffered, shall be Twenty-Five Million Dollars ($25,000,000); provided, however, that (a) the maximum liability of Sellers pursuant to Sections 10.2(a) arising out of Section 3.17, 10.2(c) and 11.5 relating to the Group’s Facility located in New York, other than with respect to third party personal claims for personal injury or property damage, shall be Ten Million Dollars ($10,000,000), all of which shall be counted against the maximum liability of Twenty-Five Million Dollars ($25,000,000), and (b) no restriction shall apply in cases of fraud or intentional misrepresentation by any of Sellersbased on fraud.

Limitations on Amount. Except as otherwise provided in Section 11.5, (a) Sellers will (excluding DIA if the DE Closing occurs) shall have no liability (for indemnification or otherwise) with respect to the matters described in claims under Section 10.2(a), (b) and (d) until the total of all Damages with respect to all such matters exceeds Four Two Hundred Thousand Dollars ($400,000), 200,000) and then only for the amount by which such Damages exceed Four Two Hundred Thousand Dollars ($400,000200,000). The maximum aggregate liability of Sellers (excluding DIA as a Seller after the DE Closing) to Purchaser with respect to claims under Section 10.2(a) shall not exceed the sum of (i) Twelve Million Nine Hundred Thousand Dollars ($12,900,000) plus (ii) twenty percent (20%) of the aggregate amount of the Current Liabilities included in the Closing Date Net Assets Calculation. Notwithstanding the foregoing, Sellers this Section 10.4(a) will not apply to any claims based on fraud. (b) Purchaser will have no liability (for indemnification or otherwise) with respect to the matters described in claims under Section 10.4(e10.3(a) until the total of all Damages with respect to all such matters exceeds Two Hundred Fifty Thousand Dollars ($250,000), 200,000) and then only for the amount by which such Damages exceed Two Hundred Fifty Thousand Dollars ($250,000200,000). The maximum liability of Sellers in aggregate under Notwithstanding the foregoing, this Article 10 and Section 11.5 for 10.4(b) will not apply to any and all Damages, regardless of when suffered, shall be Twenty-Five Million Dollars ($25,000,000); provided, however, that (a) the maximum liability of Sellers pursuant to Sections 10.2(a) arising out of Section 3.17, 10.2(c) and 11.5 relating to the Group’s Facility located in New York, other than with respect to third party personal claims for personal injury or property damage, shall be Ten Million Dollars ($10,000,000), all of which shall be counted against the maximum liability of Twenty-Five Million Dollars ($25,000,000), and (b) no restriction shall apply in cases of fraud or intentional misrepresentation by any of Sellersbased on fraud.