Common use of Limitations on Certain Indemnity Clause in Contracts

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, neither the Sellers nor the Stockholder shall be liable to the Buyer with respect to Losses unless and until the aggregate amount of all Losses incurred by the Buyer shall exceed the sum of $10,000 (the "Basket"); PROVIDED, HOWEVER, that the Basket shall not be available with respect to any Losses under Section 12.1(a)(ii) above or any Losses involving proven fraud by the Sellers or the Stockholder. The Sellers and the Stockholder shall thereafter be jointly and severally liable for all Losses in excess of the Basket, provided that the Sellers' and the Stockholder's maximum aggregate liability in respect of all Losses shall not in any event exceed the aggregate amount of $1,000,000 (the "Limitation"); PROVIDED, HOWEVER, that the Limitation shall not be available with respect to any Losses under Sections 4.7, 4.8, 4.12 and 4.14 or any Losses involving proven fraud by the Sellers or the Stockholder. The Buyer shall, in respect of any such Losses, seek recourse first against the Escrow Fund in accordance with the procedures set forth in this Section 12 and the Escrow Agreement.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, neither the Sellers nor (i) the Stockholder shall not be liable to the Buyer with respect to Buyer Losses unless and until the aggregate amount of all Buyer Losses incurred by the Buyer shall exceed the sum of Fifty Thousand and 00/100ths Dollars ($10,000 50,000.00) (the "Stockholder Basket"); PROVIDED, HOWEVER, that the Basket shall not be available with respect to any Losses under Section 12.1(a)(iiand (ii) above or any Losses involving proven fraud by the Sellers or the Stockholder. The Sellers and the Stockholder shall thereafter be jointly and severally liable for all Buyer Losses in excess of the Stockholder Basket, provided that the Sellers' and the Stockholder's maximum aggregate liability in respect of all Buyer Losses shall not not, in the absence of proven fraud by the Stockholder, WAI or Team in respect of any particular Buyer Losses, in any event exceed the aggregate amount of $1,000,000 (the "Limitation")limitations set forth in Section 8.2(c) below; PROVIDEDprovided, HOWEVERhowever, that the Limitation Stockholder Basket and such limitation on liability shall not be available with respect to to, and there shall not be counted against the Stockholder Basket or such limitation of liability, any Buyer Losses under Sections 4.7, 4.8, 4.12 and 4.14 or arising by reason of any Buyer Losses involving proven fraud by the Sellers Stockholder, WAI or the Stockholder. The Buyer shall, in respect of any such Losses, seek recourse first against the Escrow Fund in accordance with the procedures set forth in this Section 12 and the Escrow AgreementTeam.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, (i) neither the Sellers SABI nor the Stockholder shall be liable to the Buyer with respect to SABI Losses unless and until the aggregate amount of all SABI Losses incurred by the Buyer shall exceed the sum of $10,000 5,000 (the "SABI Basket"); PROVIDED, HOWEVER, that the Basket shall not be available with respect to any Losses under Section 12.1(a)(iiand (ii) above or any Losses involving proven fraud by the Sellers or the Stockholder. The Sellers SABI and the Stockholder shall thereafter be jointly and severally liable for all SABI Losses in excess of the SABI Basket, provided that the Sellers' SABI's and the Stockholder's maximum aggregate liability in respect of all SABI Losses shall not not, in the absence of proven fraud by SABI or the Stockholder in respect of any particular SABI Losses, in any event exceed the aggregate amount of $1,000,000 (the "Limitation")limitations set forth in Section 8.2(c)(i) below; PROVIDED, HOWEVER, that the Limitation SABI Basket and such limitation on liability shall not be available with respect to, and there shall not be counted against the SABI Basket or such limitation of liability, any SABI Losses arising by reason of (A) any failure by SABI to pay or perform when due any Losses under Sections 4.7of its retained liabilities, 4.8, 4.12 and 4.14 or (B) any SABI Losses involving proven fraud by the Sellers SABI or the Stockholder. The Buyer shall, in respect any of any such Losses, seek recourse first against the Escrow Fund in accordance with the procedures set forth in this Section 12 and the Escrow Agreementits Stockholders.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, (i) neither the Sellers Seller nor the Stockholder Stockholders shall be liable to the Buyer with respect to Losses unless and until the aggregate amount of all Losses incurred by the Buyer shall exceed the sum of $10,000 15,000 (the "Basket"); PROVIDED, HOWEVER, that and (ii) the Basket shall not be available with respect to any Losses under Section 12.1(a)(ii) above or any Losses involving proven fraud by the Sellers or the Stockholder. The Sellers Seller and the Stockholder Stockholders shall thereafter be jointly and severally liable for all Losses in excess of the Basket, provided that the Sellers' Seller's and the Stockholder's Stockholders' maximum aggregate liability in respect of all Losses shall not not, in the absence of proven fraud by the Seller or either of the Stockholders in respect of any particular Losses, in any event exceed the aggregate amount of $1,000,000 (the "Limitation")limitations set forth in Section 8.2(b) below; PROVIDED, HOWEVER, that the Limitation Basket and such limitation on liability shall not be available with respect to to, and there shall not be counted against the Basket or such limitation of liability, any Losses under Sections 4.7arising by reason of (A) any breach by the Seller or either of the Stockholders of Section 11.2 above, 4.8(B) any failure by the Seller to pay or perform when due any of its retained liabilities, 4.12 and 4.14 or (C) any Losses involving proven fraud by the Sellers Seller or either of the Stockholder. The Buyer shall, in respect of any such Losses, seek recourse first against the Escrow Fund in accordance with the procedures set forth in this Section 12 and the Escrow AgreementStockholders.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, (i) neither the Sellers PBF nor the Stockholder shall be liable to the Buyer with respect to PBF Losses unless and until the aggregate amount of all PBF Losses incurred by the Buyer shall exceed the sum of $10,000 12,500 (the "PBF Basket"); PROVIDED, HOWEVER, that the Basket shall not be available with respect to any Losses under Section 12.1(a)(iiand (ii) above or any Losses involving proven fraud by the Sellers or the Stockholder. The Sellers PBF and the Stockholder shall thereafter be jointly and severally liable for all PBF Losses in excess of the PBF Basket, provided that the Sellers' PBF's and the Stockholder's maximum aggregate liability in respect of all PBF Losses shall not not, in the absence of proven fraud by PBF or the Stockholder in respect of any particular PBF Losses, in any event exceed the aggregate amount of $1,000,000 (the "Limitation")limitations set forth in Section 8.2(c)(i) below; PROVIDEDprovided, HOWEVERhowever, that the Limitation PBF Basket and such limitation on liability shall not be available with respect to, and there shall not be counted against the PBF Basket or such limitation of liability, any PBF Losses arising by reason of (A) any breach by PBF or the Stockholder of Section 7.2 above, (B) any failure by PBF to pay or perform when due any Losses under Sections 4.7of its retained liabilities, 4.8, 4.12 and 4.14 or (C) any PBF Losses involving proven fraud by the Sellers PBF or the Stockholder. The Buyer shall, in respect of any such Losses, seek recourse first against the Escrow Fund in accordance with the procedures set forth in this Section 12 and the Escrow Agreement.