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 Seller nor any of the Equityholders 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 $50,000 (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 Seller or any Equityholder. The Seller and the Equityholders shall thereafter be jointly and severally liable for all Losses in excess of the Basket, provided that the Seller's and the Equityholders' maximum aggregate liability in respect of all Losses shall not in any event exceed the aggregate amount of $2,625,000 (the "Limitation"); PROVIDED, HOWEVER, that the Limitation shall not be available with respect to any Losses under Sections 4.7, 4.8,

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, neither the Seller nor except for (i) Losses arising out of claims for breach of any of the Equityholders warranties made under Sections 4.1, 4.2, 4.4, 4.5, 4.8 and/or 4.20 above, (ii) Losses arising out of Unscheduled Liabilities, (iii) Losses arising out of Transferred Liabilities, (iv) Losses arising out of Litigation, and/or (v) Losses involving proven fraud by the Stockholder, the Stockholder shall not be liable to the Buyer or DHS with respect to Losses unless and until until, and then only to the extent that, the aggregate amount of all Losses incurred by the Buyer or DHS shall exceed the sum of $50,000 (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 Seller or any Equityholder. The Seller and the Equityholders Stockholder shall thereafter be jointly and severally liable for all Losses in excess of the Basket, provided that the SellerStockholder's and the Equityholders' maximum aggregate liability in respect of all Losses shall not not, in the absence of proven fraud by the Stockholder in respect of any particular Losses, in any event exceed the aggregate amount of $2,625,000 (the "Limitation"); PROVIDED, HOWEVER, that the Limitation shall not be available with respect to any Losses under Sections 4.7, 4.8,limitations set forth in Section 12.2(b) below.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, neither the Seller nor except for Losses arising out of claims for breach of any of the Equityholders warranties made under Sections 4.1, 4.2, 4.3, 4.8 and/or 4.22 above, the Sellers and Horizon shall not be liable to the Buyer or DHS with respect to Losses unless and until until, and then only to the extent that, the aggregate amount of all Losses incurred by the Buyer or DHS shall exceed the sum of $50,000 100,000 (the "Basket"); PROVIDEDprovided, HOWEVERhowever, 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 Seller or any Equityholder). The Seller Sellers and the Equityholders Horizon shall thereafter be jointly and severally liable for all Losses in excess of the Basket, provided that the SellerSellers' and Horizon's and the Equityholders' maximum aggregate liability in respect of all Losses shall not not, in the absence of proven fraud by either of the Sellers or Horizon in respect of any particular Losses, in any event exceed the aggregate amount of $2,625,000 (the "Limitation"); PROVIDED, HOWEVER, that the Limitation shall not be available with respect to any Losses under Sections 4.7, 4.8,limitations set forth in Section 12.2(b) below.

Limitations on Certain Indemnity. (a) Notwithstanding any other provision of this Agreement to the contrary, except for Losses arising out of claims for breach of any of the warranties made under Sections 4.1, 4.2, 4.4, 4.5, 4.8 and/or 4.20 above, or any Losses described in Section 8.1(a)(ii) above, or any Losses involving proven fraud by the Seller or the Stockholder, neither the Seller nor any of the Equityholders Stockholder shall not be liable to the Buyer or DHS with respect to Losses unless and until until, and then only to the extent that, the aggregate amount of all Losses incurred by the Buyer or DHS shall exceed the sum of $50,000 (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 Seller or any Equityholder. The Seller and the Equityholders Stockholder shall thereafter be jointly and severally liable for all Losses in excess of the Basket, provided that the Seller's and the Equityholders' Stockholder's maximum aggregate liability in respect of all Losses shall not not, in the absence of proven fraud by the Seller or the Stockholder in respect of any particular Losses, in any event exceed the aggregate amount of $2,625,000 (the "Limitation"); PROVIDED, HOWEVER, that the Limitation shall not be available with respect to any Losses under Sections 4.7, 4.8,limitations set forth in Section 8.2(b) below.