Common use of Limitations on Indemnity Obligations Clause in Contracts

Limitations on Indemnity Obligations. The indemnity obligations of the Company or the Stockholders, as applicable (in either case, the "Company Indemnifying Party"), or Provant and the Provant Principals (collectively, the "Provant Indemnifying Party") (both the Company Indemnifying Party and the Provant Indemnifying Party being called generically the "Indemnifying Party"), under this Agreement shall be subject to the following limitations: (a) The indemnity obligations of the Indemnifying Party shall expire on September 15, 1999 (the "Cut-off Date"); provided, however, that such obligations with respect to (i) the representations and warranties contained in Sections 3.1, 3.2, 3.10, and 3.22, Article 4, and Sections 5.1, 5.2, 5.3 and 5.4 of this Agreement and the matters identified on Schedule 9.1 and in Section 9.1(c) shall continue forever without limitation, and (ii) the representations and warranties regarding taxes, which are contained in Section 3.15, shall remain in effect until all claims for taxes due by or on account of the Company for any period up to and including the Effective Time have been settled and any statute of limitations period with respect to such taxes has expired; and provided further that the indemnity obligations of the Indemnifying Party for Claims asserted by an Indemnified Party before the expiration of the applicable indemnity period, if any, in the manner provided in this Agreement shall continue until such Claims are finally resolved and discharged. (i) Subject to the maximum aggregate amounts provided elsewhere in this Subsection 9.2(b) with respect to a Stockholder's indemnity obligations, in the event of any Damages for which a Stockholder is liable pursuant to Section 9.1, each Stockholder shall be liable solely for a fraction of each dollar of Damages suffered equal to the fraction derived by dividing the number of Shares held by all Stockholders as of the date hereof by the total number of Shares outstanding. Subject to subsection (b)(ii) below, the aggregate indemnity obligations of each Stockholder for Damages arising out of Claims the operative facts of which were actually known to either Stockholder as of the date of this Agreement ("Known Claims") shall not in any event exceed an amount equal to the sum of (A) the cash received by all Stockholders pursuant to Section 2.7(c), plus (B) the product obtained by multiplying the number of shares of Merger Stock received by all Stockholders by the IPO Price, (ii) Solely in the event that both (A) the Damages to be paid by the Stockholders pursuant to Section 9.1(b) on account of the then-asserted Claim, in aggregation with all such Damages previously paid by all Stockholders, equal or exceed the aggregate amount of the cash received by all Stockholders pursuant to Section 2.7, and (B) the Average Closing Price (as defined below) of Provant Common Stock during the ten trading days immediately following (but not including) the date on which notice of the liquidated amount of the claimed Damages is given to the Stockholders (which may, if applicable, be the date on which the initial notice of the Claim is given) (in either event, the "Claim Date") is less than the IPO Price, then any Stockholder may, at his election, satisfy such portion of the Damages as exceeds the cash received by all Stockholders pursuant to Section 2.7 by tendering to Provant, for cancellation, shares of Provant Common Stock equal in value to the Damages to be so satisfied, with such shares valued at the Average Closing Price determined under clause (B) of this sentence. Notwithstanding subsection (b)(i) above, if the foregoing clauses (A) and (B) are satisfied and the Stockholders are therefore permitted to satisfy their obligations to pay Damages by tendering shares of Provant Common Stock, and a Stockholder elects to so tender Provant Common Stock, such Stockholder's obligation for Damages shall be limited to the number of shares of Provant Common Stock received by all Stockholders pursuant to Sections 2.7 and 2.8. In the event that Damages are to be paid by the Stockholders before the final distribution of Provant Common Stock (if any) on account of 1998 EBIT and if this subsection (b)(ii) shall apply, the final number of shares of Provant Common Stock that the Stockholder shall be obligated to tender to Provant shall be left undetermined until such time as the distribution of Provant Common Stock (if any) is to be made under Section 2.8. As used herein, "Average Closing Price" means the average of the closing prices of Provant Common Stock on each trading day during the stated period, as recorded on the New York Stock Exchange or on such other exchange or market as is then the principal exchange or market on which Provant Common Stock is traded.

Limitations on Indemnity Obligations. The indemnity obligations of the Company or the StockholdersStockholder, as applicable (in either case, the "Company Indemnifying Party"), or Provant and the Provant Principals (collectively, the "Provant Indemnifying Party") (both the Company Indemnifying Party and the Provant Indemnifying Party being called generically the "Indemnifying Party"), under this Agreement shall be subject to the following limitations: (a) The indemnity obligations of the Indemnifying Party shall expire on September 15, 1999 (the "Cut-off Date"); provided, however, that such obligations with respect to (i) the representations and warranties contained in Sections 3.1, 3.2, 3.10, 57 and 3.22, Article 4, and Sections 5.1, 5.2, 5.3 and 5.4 of this Agreement and the matters identified on Schedule 9.1 and in Section 9.1(c) shall continue forever without limitation, and (ii) the representations and warranties regarding taxes, which are contained in Section 3.15, shall remain in effect until all claims for taxes due by or on account of the Company for any period up to and including the Effective Time have been settled and any statute of limitations period with respect to such taxes has expired; and provided further that the indemnity obligations of the Indemnifying Party for Claims timely asserted by an Indemnified Party before the expiration of the applicable indemnity period, if any, in the manner provided in this Agreement shall continue until such Claims are finally resolved and discharged. (i) Subject to the maximum aggregate amounts provided elsewhere in this Subsection 9.2(b) with respect to a the Stockholder's indemnity obligations, in the event of any Damages for which a the Stockholder is liable pursuant to Section 9.1, each the Stockholder shall be liable solely for a fraction of each dollar of Damages suffered equal to the fraction derived by dividing the number of Shares held by all Stockholders the Stockholder as of the date hereof by the total number of Shares outstandingoutstanding on a fully diluted basis. Subject to subsection (b)(ii) below, the aggregate indemnity obligations of each the Stockholder for any Damages arising out of Claims the operative facts of which were actually known to either the Stockholder as of the date of this Agreement ("Known Claims") shall not in any event exceed an amount equal to the sum of (A) the cash received by all Stockholders to which the Stockholder becomes entitled pursuant to Section 2.7(c)2.7 or 2.8, plus (B) the product obtained by multiplying of the total number of shares of Merger Provant Common Stock received by all Stockholders to which the Stockholder becomes entitled pursuant to Section 2.7 or 2.8, multiplied by the IPO Price,, minus (C) any amounts paid pursuant to Section 9.1 by the Stockholder with respect to Claims that are not Known Claims. Subject to subsection (b)(ii) below, the aggregate indemnity obligations of the Stockholder for any Damages arising out of Claims that do not constitute Known Claims shall not in any event exceed Five Million Dollars ($5,000,000). The aggregate indemnity obligations of the Provant Principals for any Damages shall not in any event exceed an amount equal to (X) the aggregate number of shares of Provant Common Stock held by the Provant Principals as of immediately following the closing of the IPO plus the aggregate number of warrant shares covered by those certain warrants for the purchase of Provant Common Stock issued to the Provant Principals as of the closing of the IPO, multiplied by (Y) the IPO Price, minus (Z) the aggregate exercise price of such warrants. (ii) Solely in the event that both (A) the Damages to be paid by the Stockholders Stockholder pursuant to Section 9.1(b) on account of the then-asserted Claim, in aggregation with all such Damages previously paid by all Stockholdersthe Stockholder, equal or exceed the aggregate amount of the cash received by all Stockholders the Stockholder pursuant to Section 2.7Sections 2.7 and 2.8, and (B) the Average Closing Price (as defined below) of Provant Common Stock during the ten trading days immediately following (but not including) the date on which notice of the liquidated amount of the claimed Damages is given to the Stockholders Stockholder (which may, if applicable, be the date on which the initial notice of the Claim is given) (in either event, the "Claim Date") is less than the IPO Price, then any the Stockholder may, at his election, satisfy such portion of the Damages as exceeds exceed the cash received by all Stockholders the Stockholder pursuant to Section Sections 2.7 and 2.8 by tendering to Provant, for cancellation, shares of Provant Common Stock equal in value to the Damages to be so satisfied, with such shares valued at the Average Closing Price determined under clause (B) of this sentence. Notwithstanding the first sentence of subsection (b)(i) above, if the foregoing clauses (A) and (B) are satisfied and the Stockholders are Stockholder is therefore permitted to satisfy their obligations his obligation to pay Damages by tendering shares of Provant Common Stock, and a the Stockholder elects to so tender Provant Common Stock, such the Stockholder's obligation for Damages shall be limited to the number of shares of Provant Common Stock received by all Stockholders the Stockholder pursuant to Sections 2.7 and 2.8. In the event that Damages are to be paid by the Stockholders Stockholder before the final distribution of Provant Common Stock (if any) on account of 1998 1999 EBIT and if this subsection (b)(ii) shall apply, the final number of shares of Provant Common Stock that the Stockholder shall be obligated to tender to Provant shall be left undetermined until such time as the distribution of Provant Common Stock (if any) is to be made under Section 2.8. As used herein (c) Except (i) as provided in Section 9.1(c), and (ii) with respect to Damages arising out of the matters identified on Schedule 9.1, which Damages shall be indemnified without respect to the threshold provided in this Section 9.2(c), an Indemnified Party shall be entitled to indemnification only if the aggregate and collective Damages incurred or suffered by it exceeds an amount (the "Basket") equal to one percent (1%) of the aggregate consideration paid pursuant to Sections 2.7 and 2.8 (valuing the Provant Common Stock issued under Section 2.7 at the IPO Price and valuing the Provant Common Stock issued under Section 2.8 at the same price as utilized in determining the number of shares to be issued as Additional Consideration (i.e., 80% of the then-current Average Closing Price" means the average )), in which event it shall be entitled to indemnification of the closing prices full amount of such Damages; PROVIDED, HOWEVER, that in the event Damages are to be paid before the final determination of the amount of Additional Consideration, the Basket shall be assumed tentatively to be $250,000 pending final determination of the Additional Consideration. No amounts indemnified by the Company or the Stockholder pursuant to Section 9.1(c) or with respect to matters identified on Schedule 9.1 shall be treated as Damages incurred and suffered by the Indemnified Party for purposes of the immediately preceding sentence, provided only that the amounts so indemnified have been duly paid. (d) Notwithstanding the preambles to, respectively, Article 3 and Article 5, the contractual liability of the Stockholder and the Provant Common Stock on each trading day during Principals for any breach of the stated periodrepresentations and warranties contained in, as recorded on the New York Stock Exchange respectively, Article 3 and Article 5 shall be limited to such Stockholder's or on such other exchange or market as is then the principal exchange or market on which Provant Common Stock is tradedPrincipal's liability provided in this Article 9.

Limitations on Indemnity Obligations. The indemnity obligations of the Company ------------------------------------ Litronic or the Litronic Stockholders, as applicable (in either case, the "Company Litronic Indemnifying Party"), or Provant and Pulsar or the Provant Principals Pulsar Stockholders, as applicable (collectively, the "Provant Pulsar Indemnifying Party") (both the Company Litronic Indemnifying Party and the Provant Pulsar Indemnifying Party being called generically the "Indemnifying Party"), under this Agreement shall be subject to the following limitations: (a) The indemnity obligations of the Indemnifying Party shall expire on September 15, 1999 the second anniversary of the Acquisition Closing (the "Cut-off Date"); provided, however, that such obligations with respect to (i) the representations and warranties contained in Sections 3.1, 3.2, 3.103.9, and 3.224.1, Article 44.2, and Sections 5.1, 5.2, 5.3 5.10, 6.1 and 5.4 6.2 of this Agreement and the matters identified on Schedule 9.1 and in Section 9.1(c) shall continue forever without limitation, and (ii) the representations and warranties regarding taxesTaxes, which are contained in Section 3.153.15 and Section 5.16, shall remain in effect until all claims for taxes Taxes due by or on account of the Company Litronic or Pulsar, respectively, for any period up to and including the Effective Time Acquisition Closing have been settled and any statute of limitations period with respect to such taxes Taxes has expired; and provided further that the indemnity obligations of the Indemnifying Party for Claims Damages timely asserted by an Indemnified Party before the expiration of the applicable indemnity period, if any, in the manner provided in this Agreement shall continue until such Claims Damages are finally resolved and discharged. (ib) Subject to the maximum aggregate amounts provided elsewhere in this Subsection 9.2(bSection 10.2(b) with respect to a Stockholder's the Litronic Stockholders' or the Pulsar Stockholders' indemnity obligations, in the event of with respect to any Damages for which a Stockholder is the Litronic Stockholders or the Pulsar Stockholders are liable pursuant to Section 9.110.1, each Stockholder the Litronic Stockholders or the Pulsar Stockholders shall be liable solely for a fraction of each dollar of Damages suffered equal to the fraction derived by dividing the number of Shares shares of Litronic Common Stock or shares of Pulsar Common Stock held by all the particular Litronic Stockholders or Pulsar Stockholders, as the case may be, as of the date hereof by the total number of Shares outstandingshares of Litronic Common Stock or shares of Pulsar Common Stock outstanding on a fully diluted basis as of the date hereof. Subject to subsection (b)(ii) below, the The aggregate indemnity obligations of each Stockholder such stockholders for any Damages arising out of Claims the operative facts of which were actually known to either Stockholder as of the date of this Agreement ("Known Claims") shall not in any event exceed an amount equal to the sum product of (A) the cash received by all Stockholders pursuant to Section 2.7(c), plus (B) the product obtained by multiplying the total number of shares of Merger Parent Common Stock received by all Stockholders to which such stockholder becomes entitled pursuant to Section 2.1 or 2.2, multiplied by the IPO Price, . The indemnity obligations may be satisfied by delivery of (iia) Solely in the event that both cash or other immediately available funds or (Ab) the Damages to be paid by the Stockholders pursuant to Section 9.1(b) on account shares of the then-asserted ClaimParent Common Stock, in aggregation with all such Damages previously paid by all Stockholders, equal or exceed the aggregate amount of the cash received by all Stockholders pursuant to Section 2.7, and (B) the Average Closing Price (as defined below) of Provant Common Stock during the ten trading days immediately following (but not including) the date on which notice of the liquidated amount of the claimed Damages is given to the Stockholders (which may, if applicable, be the date on which the initial notice of the Claim is given) (in either event, the "Claim Date") is less than valued at the IPO Price. (c) An Indemnified Party shall be entitled to indemnification only if the aggregate and collective Damages incurred or suffered by it exceeds $100,000, then any Stockholder may, at his election, satisfy such portion in which event it shall be entitled to indemnification of the Damages as exceeds full amount of such Damages. (d) Notwithstanding the cash received by all preambles to, respectively, Article 3 and Article 5, the contractual liability of the Litronic Stockholders pursuant to Section 2.7 by tendering to Provant, for cancellation, shares of Provant Common Stock equal in value to the Damages to be so satisfied, with such shares valued at the Average Closing Price determined under clause (B) of this sentence. Notwithstanding subsection (b)(i) above, if the foregoing clauses (A) and (B) are satisfied and the Pulsar Stockholders are therefore permitted to satisfy their obligations to pay Damages by tendering shares for any breach of Provant Common Stockthe representations and warranties contained in, respectively, Article 3 and a Stockholder elects to so tender Provant Common Stock, such Stockholder's obligation for Damages Article 5 shall be limited to the number of shares of Provant Common Stock received by all Stockholders pursuant to Sections 2.7 and 2.8. In the event that Damages are to be paid by the Stockholders before the final distribution of Provant Common Stock (if any) on account of 1998 EBIT and if such stockholder's liability provided in this subsection (b)(ii) shall apply, the final number of shares of Provant Common Stock that the Stockholder shall be obligated to tender to Provant shall be left undetermined until such time as the distribution of Provant Common Stock (if any) is to be made under Section 2.8. As used herein, "Average Closing Price" means the average of the closing prices of Provant Common Stock on each trading day during the stated period, as recorded on the New York Stock Exchange or on such other exchange or market as is then the principal exchange or market on which Provant Common Stock is tradedArticle 10.

Limitations on Indemnity Obligations. The indemnity obligations of the Company or the Stockholders, as applicable (in either case, the "Company Indemnifying Party"), or Provant and the Provant Principals (collectively, the "Provant Indemnifying Party") (both the Company Indemnifying Party and the Provant Indemnifying Party being called generically the "Indemnifying Party"), under this Agreement shall be subject to the following limitations: (a) The indemnity obligations of the Indemnifying Party shall expire on September 15, 1999 (the "Cut-off Date"); provided, however, that such obligations with respect to (i) the representations and warranties contained in Sections 3.1, 3.2, 3.10, and 3.22, Article 4, and Sections 5.1, 5.2, 5.3 and 5.4 of this Agreement and the matters identified on Schedule 9.1 and in Section 9.1(c) shall continue forever without limitation, and (ii) the representations and warranties regarding taxes, which are contained in Section 3.15, shall remain in effect until all claims for taxes due by or on account of the Company for any period up to and including the Effective Time have been settled and any statute of limitations period with respect to such taxes has expired; and provided further that the indemnity obligations of the Indemnifying Party for Claims timely asserted by an Indemnified Party before the expiration of the applicable indemnity period, if any, in the manner provided in this Agreement shall continue until such Claims are finally resolved and discharged. (i) Subject to the maximum aggregate amounts provided elsewhere in this Subsection 9.2(b) with respect to a Stockholder's indemnity obligations, in the event of any Damages for which a Stockholder is liable pursuant to Section 9.1, each Stockholder shall be liable solely for a fraction of each dollar of Damages suffered equal to the fraction derived by dividing the number of Shares held by all Stockholders as of the date hereof by the total number of Shares outstanding. Subject to subsection (b)(ii) below, the aggregate indemnity obligations of each Stockholder for Damages arising out of Claims the operative facts of which were actually known to either any Stockholder as of the date of this Agreement ("Known Claims") shall not in any event exceed an amount equal to the sum of (A) the cash received by all Stockholders pursuant to Section 2.7(c), plus (B) the product obtained by multiplying the number of shares of Merger Stock received by all Stockholders by the IPO Price, (ii) Solely in the event that both (A) the Damages to be paid by the Stockholders pursuant to Section 9.1(b) on account of the then-asserted Claim, in aggregation with all such Damages previously paid by all Stockholders, equal or exceed the aggregate amount of the cash received by all Stockholders pursuant to Section 2.7, and (B) the Average Closing Price (as defined below) of Provant Common Stock during the ten trading days immediately following (but not including) the date on which notice of the liquidated amount of the claimed Damages is given to the Stockholders (which may, if applicable, be the date on which the initial notice of the Claim is given) (in either event, the "Claim Date") is less than the IPO Price, then any Stockholder may, at his election, satisfy such portion of the Damages as exceeds the cash received by all Stockholders pursuant to Section 2.7 by tendering to Provant, for cancellation, shares of Provant Common Stock equal in value to the Damages to be so satisfied, with such shares valued at the Average Closing Price determined under clause (B) of this sentence. Notwithstanding subsection (b)(i) above, if the foregoing clauses (A) and (B) are satisfied and the Stockholders are therefore permitted to satisfy their obligations to pay Damages by tendering shares of Provant Common Stock, and a Stockholder elects to so tender Provant Common Stock, such Stockholder's obligation for Damages shall be limited to the number of shares of Provant Common Stock received by all Stockholders pursuant to Sections 2.7 and 2.8. In the event that Damages are to be paid by the Stockholders before the final distribution of Provant Common Stock (if any) on account of 1998 EBIT and if this subsection (b)(ii) shall apply, the final number of shares of Provant Common Stock that the Stockholder shall be obligated to tender to Provant shall be left undetermined until such time as the distribution of Provant Common Stock (if any) is to be made under Section 2.8. As used herein, "Average Closing Price" means the average of the closing prices of Provant Common Stock on each trading day during the stated period, as recorded on the New York Stock Exchange or on such other exchange or market as is then the principal exchange or market on which Provant Common Stock is traded.

Limitations on Indemnity Obligations. The indemnity obligations of the Company or the Stockholders, as applicable (in either case, the "Company Indemnifying Party"), or Provant and the Provant Principals (collectively, the "Provant Indemnifying Party") (both the Company Indemnifying Party and the Provant Indemnifying Party being called generically the "Indemnifying Party"), under this Agreement shall be subject to the following limitations: (a) The indemnity obligations of the Indemnifying Party shall expire on September 15, 1999 (the "Cut-off Date"); provided, however, that such obligations with respect to (i) the representations and warranties contained in Sections 3.1, 3.2, 3.10, 46 47 and 3.22, Article 4, and Sections 5.1, 5.2, 5.3 and 5.4 of this Agreement and the matters identified on Schedule 9.1 and in Section 9.1(c) shall continue forever without limitation, and (ii) the representations and warranties regarding taxes, which are contained in Section 3.15, shall remain in effect until all claims for taxes due by or on account of the Company for any period up to and including the Effective Time have been settled and any statute of limitations period with respect to such taxes has expired; and provided further that the indemnity obligations of the Indemnifying Party for Claims timely asserted by an Indemnified Party before the expiration of the applicable indemnity period, if any, in the manner provided in this Agreement shall continue until such Claims are finally resolved and discharged. (i) Subject to the maximum aggregate amounts provided elsewhere in this Subsection 9.2(b) with respect to a Stockholder's indemnity obligations, in the event of any Damages for which a Stockholder is liable pursuant to Section 9.1, each Stockholder shall be liable solely for a fraction of each dollar of Damages suffered equal to the fraction derived by dividing the number of Shares held by all Stockholders as of the date hereof by the total number of Shares outstanding. Subject to subsection (b)(ii) below, the aggregate indemnity obligations of each Stockholder for any Damages arising out of Claims the operative facts of which were actually known to either any Stockholder as of the date of this Agreement ("Known Claims") shall not in any event exceed an amount equal to the sum of (A) the cash received by all Stockholders pursuant to Section 2.7(c), plus (B) the product obtained by multiplying the number of shares of Merger Stock received by all Stockholders by the IPO Price,, minus (C) any amounts paid pursuant to Section 9.1 by any Stockholder with respect to Claims that are not Known Claims. Subject to subsection (b)(ii) below (and notwithstanding Section 11.9), the aggregate indemnity obligations of Dr. Xxxxxxxxx xxx the Steixxxxx Xxxldrens Trust (collectively), or of Mr. Xxxx xxx the King Childrens Trust (collectively), respectively, for Damages arising out of Claims that do not constitute Known Claims shall not in any event exceed Five Million Dollars ($5,000,000); provided, however, that the aggregate indemnity obligations of all Stockholders for all Claims, whether or not constituting Known Claims, shall not exceed the sum of the amounts referenced in clauses (A) and (B) of the immediately preceding sentence. The aggregate indemnity obligations of the Provant Principals for any Damages shall not in any event exceed an amount equal to (X) the aggregate number of shares of Provant Common Stock held by the Provant Principals as of immediately following the closing of the IPO plus the aggregate number of warrant shares covered by those certain warrants for the purchase of Provant Common Stock issued to the Provant Principals as of the closing of the IPO, multiplied by (Y) the IPO Price, minus (Z) the aggregate exercise price of such warrants. (ii) Solely in the event that both (A) the Damages to be paid by the Stockholders pursuant to Section 9.1(b) on account of the then-asserted Claim, in aggregation with all such Damages previously paid by all Stockholders, equal or exceed the aggregate amount of the cash received by all Stockholders pursuant to Section 2.7, and (B) the Average Closing Price (as defined below) of Provant Common Stock during the ten trading days immediately following (but not including) the date on which notice of the liquidated amount of the claimed Damages is given to the Stockholders (which may, if applicable, be the date on which the initial notice of the Claim is given) (in either event, the "Claim Date") is less than the IPO Price, then any Stockholder may, at his election, satisfy such portion of the Damages as exceeds the cash received by all Stockholders pursuant to Section 2.7 by tendering to Provant, for cancellation, shares of Provant Common Stock equal in value to the Damages to be so satisfied, with such shares valued at the Average Closing Price determined under clause (B) of this sentence. Notwithstanding subsection (b)(i) above, if the foregoing clauses (A) and (B) are satisfied and the Stockholders are therefore permitted to satisfy their obligations to pay Damages by tendering shares of Provant Common Stock, and a Stockholder elects to so tender Provant Common Stock, such Stockholder's obligation for Damages shall be limited to the number of shares of Provant Common Stock received by all Stockholders pursuant to Sections 2.7 and 2.8. In the event that Damages are to be paid by the Stockholders before the final distribution of Provant Common Stock (if any) on account of 1998 EBIT and if this subsection (b)(ii) shall apply, the final number of shares of Provant Common Stock that the Stockholder shall be obligated to tender to Provant shall be left undetermined until such time as the distribution of Provant Common Stock (if any) is to be made under Section 2.8. As used herein, "Average Closing Price" means the average of the closing prices of Provant Common Stock on each trading day during the stated period, as recorded on the New York Stock Exchange or on such other exchange or market as is then the principal exchange or market on which Provant Common Stock is traded.