Common use of Limitations on Indemnity Obligations Clause in Contracts

Limitations on Indemnity Obligations. (a) The Principal Shareholder's liability under this Article 10 shall be limited to the following Losses incurred by Purchaser: (i) No claim may be made for indemnification of any Loss by Purchaser from Principal Shareholder unless such Loss exceeds Two Thousand Five Hundred Dollars ($2,500.00); provided, however, that in the case of any Loss attributable to Tax to the Companies for periods prior to the Closing or for Assumed Liabilities there shall be no minimum Loss amount. (ii) The Principal Shareholder shall, in the aggregate, be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000.00) (the "Deductible"). (iii) The aggregate amount of Losses for which the Principal Shareholder shall be liable pursuant to this Section 10 shall not exceed the Purchase Price; provided, however, this limitation of the maximum amount of indemnification by Principal Shareholder shall not apply to any Loss to Purchaser arising from the Assumed Liabilities or Excluded Assets. (iv) The Principal Shareholder's liability for Losses shall be net of any insurance proceeds which Purchaser is entitled to receive under any insurance coverage applicable to the Loss. (b) Purchaser's liability under this Article 10 shall be limited to the following Losses incurred by the Shareholders except as provided in Sections 5.3, 6.1 and 6.2. (i) No claim may be made for indemnification of any Loss by the Shareholders from Purchaser unless such Loss exceeds Two Thousand Five Hundred Dollars ($2,500.00); provided, however, that in the case of any Loss attributable to Tax to the Companies for periods after the Closing there shall be no minimum Loss amount, or, in the case of any Loss attributable to the ownership, operation or management of the Companies after the Closing Date there shall be no minimum Loss amount. (ii) Purchaser shall be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds the Deductible; provided, however, that in the case of any Loss attributable to the ownership, operation or management of the Companies after the Closing Date, there shall be no minimum Deductible. (iii) The aggregate amount of Losses for which Purchaser shall be liable pursuant to this Section 10 shall not exceed the Purchase Price; provided, however, this limitation of the maximum amount of indemnification by Purchaser shall not apply to any Loss to the Shareholders arising from or related to the ownership, operation or management of the Companies by Purchaser after the Closing. (iv) The Purchaser's liability for Losses shall be net of any insurance proceeds which the Principal Shareholder or the Shareholders are entitled to receive under any insurance coverage applicable to the Loss.

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 Principal Shareholder's liability under this Article 10 indemnity obligations of the Indemnifying Party shall be limited to expire on September 15, 1999 (the following Losses incurred by Purchaser: (i) No claim may be made for indemnification of any Loss by Purchaser from Principal Shareholder unless such Loss exceeds Two Thousand Five Hundred Dollars ($2,500.00"Cut-off Date"); provided, however, that in the case of any Loss attributable to Tax to the Companies for periods prior to the Closing or for Assumed Liabilities there shall be no minimum Loss amount. (ii) The Principal Shareholder shall, in the aggregate, be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000.00) (the "Deductible"). (iii) The aggregate amount of Losses for which the Principal Shareholder shall be liable pursuant to this Section 10 shall not exceed the Purchase Price; provided, however, this limitation of the maximum amount of indemnification by Principal Shareholder shall not apply to any Loss to Purchaser arising from the Assumed Liabilities or Excluded Assets. (iv) The Principal Shareholder's liability for Losses shall be net of any insurance proceeds which Purchaser is entitled to receive under any insurance coverage applicable to the Loss. (b) Purchaser's liability under this Article 10 shall be limited to the following Losses incurred by the Shareholders except as provided in Sections 5.3, 6.1 and 6.2.obligations with (i) No claim may be made for indemnification 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 Loss 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 Shareholders from Purchaser unless such Loss exceeds Two Thousand 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, 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 each Stockholder for any Damages arising out of Claims that do not constitute Known Claims shall not in any event exceed Five Hundred Million Dollars ($2,500.005,000,000); provided, however, that the aggregate indemnity obligations of all Stockholders for all Claims, whether or not constituting Known Claims, shall not in any event exceed the case 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 Loss attributable Damages shall not in any event exceed an amount equal to Tax (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 Companies for periods after the Closing there shall be no minimum Loss amount, or, in the case of any Loss attributable to the ownership, operation or management Provant Principals as of the Companies after closing of the Closing Date there shall be no minimum Loss amountIPO, multiplied by (Y) the IPO Price, minus (Z) the aggregate exercise price of such warrants. (ii) Purchaser shall Solely in the event that both (A) the Damages to be liable for Losses paid by the Stockholders pursuant to this Section 10 only to 9.1(b) on account of the extent that then-asserted Claim, in aggregation with all such Damages previously paid by all Stockholders, equal or exceed the cumulative aggregate amount of the cash received by all such Losses exceeds the Deductible; provided, however, that in the case of any Loss attributable to the ownership, operation or management of the Companies after the Closing Date, there shall be no minimum Deductible. (iii) The aggregate amount of Losses for which Purchaser shall be liable Stockholders pursuant to this Section 10 shall 2.7, and (B) the Average Closing Price (as defined below) of Provant Common Stock during the ten trading days immediately following (but not exceed including) the Purchase Price; provided, however, this limitation of the maximum amount of indemnification by Purchaser shall not apply to any Loss to the Shareholders arising from or related to the ownership, operation or management of the Companies by Purchaser after the Closing. (iv) The Purchaser's liability for Losses shall be net of any insurance proceeds which the Principal Shareholder or the Shareholders are entitled to receive under any insurance coverage applicable to the Loss.date

Limitations on Indemnity Obligations. (a) The Principal Shareholder's Shareholders' liability under this Article 10 shall be limited to the following Losses incurred by Purchaser, the Company or the Subsidiary: (i) No claim may be made for indemnification of any Loss by Purchaser from Principal Shareholder unless such Loss exceeds Two Thousand Five Hundred Dollars ($2,500.00); provided, however, that in the case of any Loss attributable to Tax to the Companies for periods prior to the Closing or for Assumed Liabilities there shall be no minimum Loss amount. (ii) The Principal Shareholder Shareholders shall, in the aggregate, be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000.00250,000) (the "Deductible").; (iiiii) The aggregate amount of Losses for which each of the Principal Shareholder Shareholders shall be liable pursuant to this Section 10 shall not exceed the Purchase Price; provided, however, this limitation portion of the maximum amount of indemnification Purchase Price received by Principal the Shareholder shall not apply to any Loss to Purchaser arising from the Assumed Liabilities for his or Excluded Assets.her Shares; (iviii) The Principal Shareholder's Shareholders' liability for Losses shall be net of any insurance proceeds to which Purchaser Purchaser, the Company or the Subsidiary is entitled to receive under any applicable insurance and net of any other compensatory payments received by Purchaser, the Company or the Subsidiary, so long as doing so does not cancel or void any insurance coverage applicable or policy of Purchaser, the Company or the Subsidiary. (iv) The Shareholders' liability for Losses shall be limited to the Lossnet amount thereof after all tax benefits realized by Purchaser, the Company or the Subsidiary in connection therewith, and the amount of indemnification paid by the Shareholders with respect to Losses shall be deemed a reduction of the Purchase Price received by the Shareholders for their Shares; and (v) The trustees of trusts which are Shareholders shall have no personal liability of any nature except for wrongful distributions to the beneficiaries of such trusts after receipt of notice of a claim for indemnification hereunder. (b) Purchaser's liability under this Article 10 shall be limited to the following Losses incurred by the Shareholders except as provided in Sections 5.3, 6.1 and 6.2.Shareholders: (i) No claim may be made for indemnification of any Loss by the Shareholders from Purchaser unless such Loss exceeds Two Thousand Five Hundred Dollars ($2,500.00); provided, however, that in the case of any Loss attributable to Tax to the Companies for periods after the Closing there shall be no minimum Loss amount, or, in the case of any Loss attributable to the ownership, operation or management of the Companies after the Closing Date there shall be no minimum Loss amount. (ii) Purchaser shall be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds the Deductible; , provided, however, that in Purchaser, the case of any Loss attributable Company and the Subsidiary shall be liable for all claims under Sections 6.5 and 10.3(c) without regard to the ownership, operation or management of the Companies after the Closing Date, there shall be no minimum Deductible.; (iiiii) The aggregate amount of Losses for which Purchaser shall be liable pursuant to this Section 10 shall not exceed the Purchase Price; provided, however, this limitation of the maximum amount of indemnification by Purchaser shall not apply to any Loss to the Shareholders arising from or related to the ownership, operation or management of the Companies by Purchaser after the Closing.and (iviii) The Purchaser's liability for Losses shall be limited to the net of any insurance proceeds which the Principal Shareholder or amount thereof after all tax benefits realized by the Shareholders are entitled to receive under any insurance coverage applicable to the Lossin connection therewith.

Limitations on Indemnity Obligations. (a) The Principal Shareholder's Shareholders' liability under this Article 10 shall be limited to the following Losses incurred by Purchaser, the Company or the Subsidiary: (i) No claim may be made for indemnification of any Loss by Purchaser from Principal Shareholder unless such Loss exceeds Two Thousand Five Hundred Dollars ($2,500.00); provided, however, that in the case of any Loss attributable to Tax to the Companies for periods prior to the Closing or for Assumed Liabilities there shall be no minimum Loss amount. (ii) The Principal Shareholder Shareholders shall, in the aggregate, be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000.00250,000) (the "Deductible").; (iiiii) The aggregate amount of Losses for which each of the Principal Shareholder Shareholders shall be liable pursuant to this Section 10 shall not exceed the Purchase Price; provided, however, this limitation portion of the maximum amount of indemnification Purchase Price received by Principal the Shareholder shall not apply to any Loss to Purchaser arising from the Assumed Liabilities for his or Excluded Assets.her Shares; (iviii) The Principal Shareholder's Shareholders' liability for Losses shall be net of any insurance proceeds to which Purchaser Purchaser, the Company or the Subsidiary is entitled to receive under any applicable insurance and net of any other compensatory payments received by Purchaser, the Company or the Subsidiary, so long as doing so does not cancel or void any insurance coverage applicable or policy of Purchaser, the Company or the Subsidiary; and (iv) The Shareholders" liability for Losses shall be limited to the Lossnet amount thereof after all tax benefits realized by Purchaser, the Company or the Subsidiary in connection therewith, and the amount of indemnification paid by Shareholders with respect to Losses shall be deemed a reduction of the Purchase Price received by such Shareholders for their Shares. (b) Purchaser's liability under this Article 10 shall be limited to the following Losses incurred by the Shareholders except as provided in Sections 5.3, 6.1 and 6.2.Shareholders: (i) No claim may be made for indemnification of any Loss by the Shareholders from Purchaser unless such Loss exceeds Two Thousand Five Hundred Dollars ($2,500.00); provided, however, that in the case of any Loss attributable to Tax to the Companies for periods after the Closing there shall be no minimum Loss amount, or, in the case of any Loss attributable to the ownership, operation or management of the Companies after the Closing Date there shall be no minimum Loss amount. (ii) Purchaser shall be liable for Losses pursuant to this Section 10 only to the extent that the cumulative aggregate amount of all such Losses exceeds the Deductible; , provided, however, that in Purchaser, the case of any Loss attributable Company and the Subsidiary shall be liable for all claims under Sections 6.5 and 10.3(c) without regard to the ownership, operation or management of the Companies after the Closing Date, there shall be no minimum Deductible.; (iiiii) The aggregate amount of Losses for which Purchaser shall be liable pursuant to this Section 10 shall not exceed the Purchase Price; provided, however, this limitation of the maximum amount of indemnification by Purchaser shall not apply to any Loss to the Shareholders arising from or related to the ownership, operation or management of the Companies by Purchaser after the Closing.and (iviii) The Purchaser's liability for Losses shall be limited to the net of any insurance proceeds which the Principal Shareholder or amount thereof after all tax benefits realized by the Shareholders are entitled to receive under any insurance coverage applicable to the Lossin connection therewith.