Common use of Limitations on Indemnities Clause in Contracts

Limitations on Indemnities. (a) The indemnities in Section 14.1(a) and Section 14.1(b) shall terminate as of the end of the Survival Period of each respective representation, warranty, covenant or agreement that is subject to indemnification thereunder, except in each case as to matters for which a Claim Notice has been delivered to the Indemnifying Party on or before end of the applicable Survival Period. (b) Notwithstanding anything to the contrary, in no event shall the Seller have any liability for indemnification for breaches of representations and warranties under Section 14.1(a)(i) until and unless the aggregate amount of the liability for Losses related to Claims for which Claim Notices are delivered by any Buyer Indemnified Parties exceed one percent (1%) of the unadjusted Purchase Price (the "Aggregate Claim Deductible") and then only to the extent such Losses exceed the Aggregate Claim Deductible. The maximum liability of the Seller for indemnification pursuant to Section 14.1(a)(i) with respect to Losses suffered by the Buyer Indemnified Parties shall not exceed twenty-five percent (25%) of the unadjusted Purchase Price (the "Indemnification Cap"). (c) In no event shall any Indemnified Party be entitled to duplicate compensation with respect to the same Loss, liability, damage, cost, expense, claim, under more than one provision of this Agreement and the various documents delivered in connection with Closing, or for which an Indemnified Party received the benefits of an adjustment to the Purchase Price pursuant to any other provision of this Agreement.

Limitations on Indemnities. Except as otherwise specifically provided in this Agreement, no Buyer Indemnified Party shall be entitled to make any Claim against Seller under Section 6.1(a) (a) The indemnities in Section 14.1(a) and Section 14.1(b) shall terminate until such time as of the end of the Survival Period of each respective representation, warranty, covenant or agreement that is subject to indemnification thereunder, except in each case as to matters for which a Claim Notice has been delivered to the Indemnifying Party on or before end of the applicable Survival Period. (b) Notwithstanding anything to the contrary, in no event shall the Seller have any liability for indemnification for breaches of representations and warranties under Section 14.1(a)(i) until and unless the aggregate amount of the liability for all Losses related to Claims for which Claim Notices are delivered by any Buyer Indemnified Parties exceed one percent (1%) of the unadjusted Purchase Price (the "Aggregate Claim Deductible") and then only to the extent such Losses exceed the Aggregate Claim Deductible. The maximum liability of the Seller for indemnification pursuant to Section 14.1(a)(i) with respect to Losses suffered sustained by the Buyer Indemnified Parties under Section 6.1(a) exceeds $25,000 (the “Threshold Amount”), and then any Claim may include such Threshold Amount, or (b) for an aggregate amount in excess of $1,000,000 (the “Indemnification Cap”); provided, that the foregoing limitations shall not exceed twenty-five percent apply to any Claim for indemnification under Section 6.1(a) which arises out of or relates to (25%i) the breach or inaccuracy of any Group I Fundamental Representation or any Group III Fundamental Representation (or omission in any corresponding schedule), and the unadjusted Purchase Price Indemnification Cap for any such breaches, omissions and inaccuracies shall be $5,000,000 in the aggregate, or (ii) fraud or an intentional misrepresentation; provided, further, that the "Indemnification Cap"). Cap for any breaches and inaccuracies of Group II Fundamental Representations (cand omissions in any corresponding schedules) In no event shall be $2,500,000 in the aggregate. Breaches and inaccuracies of Fundamental Representations (and omissions in any Indemnified Party corresponding schedules) shall be entitled subject to duplicate compensation with respect their specific Indemnification Caps as set forth above, and any such breaches, omissions and inaccuracies shall not be considered when calculating the $1,000,000 Indemnification Cap for other breaches, omissions and inaccuracies. Notwithstanding anything herein to the same Losscontrary, liabilitySeller’s indemnification obligations set forth above under Section 6.1(c), damage6.1(d), cost6.1(e), expense6.1(f), claim, under more than one provision of this Agreement 6.1(g) and the various documents delivered in connection with Closing, or for which an Indemnified Party received the benefits of an adjustment to the Purchase Price pursuant to any other provision of this Agreement.6.1(h) (but only as 6.1

Limitations on Indemnities. (a) The indemnities Company Stockholders shall not have any liability pursuant to Section 7.1(a) unless and until the aggregate amount of all Adverse Consequences for which indemnification would otherwise be required under such Section 7.1(a) exceeds the Deductible Amount, and then the Company Stockholders shall have liability only for the amount of such excess; provided that this Section 7.7(a) shall not apply to a breach of any representation or warranty contained in Section 14.1(a) and 5.1, Section 14.1(b) shall terminate as of the end of the Survival Period of each respective representation5.2, warrantySection 5.3, covenant Section 5.19 or agreement that is subject to indemnification thereunder, except in each case as to matters for which a Claim Notice has been delivered to the Indemnifying Party on or before end of the applicable Survival PeriodSection 5.21. (b) Notwithstanding anything to the contrary, in no event Purchaser shall the Seller not have any liability for indemnification for breaches of representations pursuant to Section 7.2(a) unless and warranties under Section 14.1(a)(i) until and unless the aggregate amount of the liability for Losses related to Claims all Adverse Consequences for which Claim Notices are delivered indemnification would otherwise be required under such Section 7.2(a) exceeds the Deductible Amount, and then Purchaser shall have liability only for the amount of such excess; provided that this Section 7.7(b) shall not apply to a breach of any representation or warranty contained in Section 6.2 and Section 6.6. (c) The Company Stockholders’ aggregate liability under Section 7.1 shall be limited in the aggregate to the amount of the Escrow Fund then remaining at the time of any claim thereunder; provided, that in accordance with the Escrow Agreement, the amount of the Escrow Fund shall be reduced by any Buyer Indemnified Parties exceed one an amount equal to fifty percent (150%) of the unadjusted Purchase Price Escrow Amount less the amount of any pending or settled claims upon the date that is six (6) months after the "Closing Date. (d) For purposes of (i) determining whether any representation or warranty has been breached or contains any inaccuracy or whether any covenant has been breached, and (ii) calculating the amount of any Adverse Consequences hereunder, any references to “material,” “materiality” or “Material Adverse Effect” in the representations, warranties and covenants shall be disregarded, except (A) where any such provision requires disclosure of lists of items of a material nature or above a specified threshold, in which case such references shall not be disregarded for purposes of determining the lists of items which must be disclosed, including with respect to the definition of “Material Contracts” and all uses of such term and (B) for purposes of Section 5.7(a). (e) The Company Stockholders shall not have any liability pursuant to Section 7.1 in respect of any item or any Adverse Consequences that have been reflected as a deduction in determining the Adjusted Aggregate Claim Deductible"Initial Consideration hereunder or as otherwise reflected in the calculation of Final Working Capital as finally determined pursuant to Section 2.10. (f) The Purchaser Indemnified Parties shall be entitled to indemnification with respect to any environmental investigatory, corrective or remedial action (“Response Action”) provided and then only to the extent such Losses exceed Response Action is conducted pursuant to Environmental Laws or Environmental Permits or as ordered by a Governmental Authority and, in each case, is conducted in a reasonably cost effective manner and is based upon the Aggregate Claim Deductible. The maximum liability continued industrial or commercial use of the Seller relevant property or facility, employing where applicable and reasonable, risk-based remedial standards and institutional controls, provided the use of any institutional control does not unreasonably interfere with the Purchaser Indemnified Parties continued use and operation of the relevant property or facility as such property or facility is used or operated as of the Closing Date. (g) Any indemnification under Section 7.1 (other than indemnification relating to (i) any breach of a representation or warranty made by the Company contained in Section 5.19(b)(ix), (xiii), (xvi) and (xviii) and (ii) any breach by the Sellers’ Representative or the Company Stockholders of any of their covenants or agreements in this Agreement (or any breach by any member of the Company Group of any of their covenants or agreements in this Agreements to be performed prior to the Closing Date) for indemnification pursuant Adverse Consequences in respect of Taxes) shall be limited to Section 14.1(a)(i) Taxes incurred with respect to Losses suffered by a taxable period (or portion thereof) ending on or prior to the Buyer Indemnified Parties shall not exceed twenty-five percent (25%) of the unadjusted Purchase Price (the "Indemnification Cap")Closing Date and other related Adverse Consequences. (ch) In no event Any indemnification under Section 7.1(f) for the Headquarters Relocation Fee shall be limited to only those amounts actually incurred by the Purchaser or the Company Group to pay base rent for the initial twelve (12) months in a new leased location for the headquarters office, and the leased premises of any Indemnified Party such replacement location shall be entitled to duplicate compensation with respect substantially similar to the same LossSaint Xxxx HQ in size, liability, damage, cost, expense, claim, under more than one provision of this Agreement quality and amenities and the various documents delivered in connection with Closing, or for which an Indemnified Party received the benefits terms of an adjustment to the Purchase Price pursuant to any other provision of this Agreementits lease agreement must have been reasonably negotiated at arm’s length.

Limitations on Indemnities. (a) The indemnities There shall be no time limitation on the right of Buyer to seek indemnification from Seller with respect to the breach of or inaccuracy in the representations and warranties of Seller contained in Section 14.1(a) and Section 14.1(b) shall terminate as 8.1(a), 8.1(b), 8.1(c), 8.1(d), or 8.1(f), or the right of the end of the Survival Period of each respective representation, warranty, covenant or agreement that is subject Seller to seek indemnification thereunder, except in each case as to matters for which a Claim Notice has been delivered from Buyer with respect to the Indemnifying Party on breach of or before end inaccuracy in the representations and warranties of the applicable Survival PeriodBuyer contained in Section 8.2(a), 8.2(b), 8.2(c), 8.2(d), or 8.2(e). (b) Notwithstanding anything Except as otherwise specifically provided in Section 12.5(a), and subject to the contraryterms of this Section 12.5(b), in no event neither Seller nor Buyer shall be entitled to seek indemnification from the Seller have any liability for indemnification for breaches of representations and warranties under Section 14.1(a)(i) until and unless the aggregate amount of the liability for Losses related to Claims for which Claim Notices are delivered by any Buyer Indemnified Parties exceed one percent (1%) of the unadjusted Purchase Price (the "Aggregate Claim Deductible") and then only to the extent such Losses exceed the Aggregate Claim Deductible. The maximum liability of the Seller for indemnification pursuant to Section 14.1(a)(i) other Party with respect to Losses suffered the inaccuracy or breach of any representation or warranty made by such Party hereunder, unless the Buyer Indemnified Parties shall not exceed Party seeking indemnification gives written notice of the alleged breach or default to the Party from whom indemnification is sought on or before the expiration of twenty-five percent four (25%24) months after the applicable Closing Date; provided, however, that in the case of an alleged breach or default by Seller under Section 8.1(n) (which relates to taxes), such notice from the Party seeking indemnification must be given no later than sixty (60) days after the expiration of the unadjusted Purchase Price (statute of limitations applicable to the "Indemnification Cap")relevant Claim. (c) In no event Neither Seller nor Buyer shall any Indemnified Party be entitled to duplicate compensation seek indemnification from the other Party with respect to a breach or default in the same Lossperformance by such Party of a covenant or agreement of such Party contained in this Agreement, liability, damage, cost, expense, claim, under more than one provision unless the Party seeking indemnification gives written notice of this Agreement and the various documents delivered in connection with Closing, alleged breach or for which an Indemnified Party received the benefits of an adjustment default to the Purchase Price pursuant Party from whom indemnification is sought no later than sixty (60) days after the expiration of the statute of limitations applicable to any other provision of this Agreementthe relevant Claim.

Limitations on Indemnities. (a) The indemnities Shareholders shall not have any liability pursuant to Section 8.1(a) unless and until the aggregate amount of all Adverse Consequences subject to this Section 8.7(a) exceeds the Deductible Amount, and then the Shareholders shall have liability only for the amount of such excess; provided that this Section 8.7(a) shall not apply to a breach of any representation or warranty contained in Section 14.1(a3.1, Section 3.2, Section 3.3, Section 3.7, Section 3.11 (other than any claim in respect of the post-retirement obligations of the Company), or Section 3.16. (b) Buyer shall not have any liability pursuant to Section 8.2(a) unless and until the aggregate amount of all Adverse Consequences subject to this Section 14.1(b8.7(b) exceeds the Deductible Amount, and then Buyer shall have liability only for the amount of such excess; provided that this Section 8.7(b) shall terminate as not apply to a breach of any representation or warranty contained in Section 4.1 or Section 4.2. (c) The Shareholders’ aggregate liability under Section 8.1 shall be limited in the end aggregate to the Escrow Fund. Buyer’s aggregate liability under Section 8.2 shall be limited in the aggregate to $20,000,000. (d) For purposes of the Survival Period calculating Adverse Consequences hereunder (but not for purposes of each respective determining whether any particular representation, warranty, covenant or agreement that is subject to indemnification thereunder, except in each case as to matters for which a Claim Notice contained herein has been delivered to breached), any materiality or Material Adverse Effect qualifications in the Indemnifying Party on or before end of the applicable Survival Periodrepresentations, warranties, covenants and agreements shall be ignored. (be) Notwithstanding anything to the contrary, in no event The Shareholders shall the Seller not have any liability for indemnification for breaches of representations and warranties under Section 14.1(a)(i) until and unless the aggregate amount of the liability for Losses related to Claims for which Claim Notices are delivered by any Buyer Indemnified Parties exceed one percent (1%) of the unadjusted Purchase Price (the "Aggregate Claim Deductible") and then only to the extent such Losses exceed the Aggregate Claim Deductible. The maximum liability of the Seller for indemnification pursuant to Section 14.1(a)(i) with 8.1 in respect to Losses suffered by of any item or any Adverse Consequences that have been reflected as a deduction in determining the Buyer Indemnified Parties shall not exceed twenty-five percent (25%) of the unadjusted Purchase Price (hereunder or as otherwise reflected as a reserve in Net Working Capital as finally determined pursuant to Section 1.8 or any reserve for post-retirement obligations reflected in the "Indemnification Cap")Latest Balance Sheet. (cf) In no event To the extent an indemnification for a Tax is governed by both Section 8.1(a) and Section 8.1(c), the claim for such Tax shall any Indemnified Party be entitled to duplicate compensation with respect to the same Loss, liability, damage, cost, expense, claim, made solely under more than one provision of this Agreement and the various documents delivered in connection with Closing, or for which an Indemnified Party received the benefits of an adjustment to the Purchase Price pursuant to any other provision of this AgreementSection 8.1(c).