Common use of Limitations on Indemnity Payments Clause in Contracts

Limitations on Indemnity Payments. Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of (a) the Company to all Buyer Indemnified Parties taken together for all Buyer Losses under Section 10.1(a)(i), and (b) the Buyer to all Company Indemnified Parties taken together for all Company Losses under Section 10.1(b)(i) shall, in each such case, be limited to a maximum of 12.5% of the Purchase Price, as adjusted pursuant to Section 3.3. Notwithstanding anything contained herein to the contrary (x) the Company shall not be liable for Buyer Losses under Section 10.1(a)(i) unless and until the aggregate amount of such Buyer Losses collectively exceeds Five Hundred Thousand Dollars ($500,000), and then only to the extent of such excess, and (y) the Buyer shall not be liable for Company Losses under Section 10.1(b)(i) unless and until the aggregate amount of such Company Losses collectively exceeds Five Hundred Thousand Dollars ($500,000), and then only to the extent of such excess. Notwithstanding the foregoing, the limitations and qualifications set forth in this Section 10.2 shall not apply to indemnification (x) for breaches of the representations and warranties contained in Sections 4.1(a), (c), (i)(i), (j) and (q) and 4.2(a) and (b) (except that the limitation set forth in the first sentence of this Section 10.2 shall apply to all claims for indemnification with respect to the matters referred to in this subclause (x) if the applicable Indemnified Party had knowledge of the breach, event or circumstance giving rise to such loss prior to the Closing), or (y) under Section 10.1(a)(ii), (iii), (iv) or (v) or Section 10.1(b)(ii) (iii) or (iv).

Limitations on Indemnity Payments. Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of (a) Subject to the Company other provisions of this Article IX, the Sellers, on the one hand, and Purchaser, on the other hand, shall not be required to all Buyer indemnify the Purchaser Indemnified Parties taken together for all Buyer Losses under Section 10.1(a)(i9.01(a) on the one hand, and the Seller Indemnified Parties under Section 9.02(a), and on the other hand, except (bi) to the Buyer extent that the aggregate amount of Damages with respect to any claim or series of related claims for which the Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, are otherwise entitled to indemnification from all Company Indemnified Parties taken together for all Company Losses under Section 10.1(b)(i) shall, in each such case, be limited to a maximum of 12.5% of the Purchase Price, as adjusted Sellers pursuant to Section 3.3. Notwithstanding anything contained herein 9.01(a), on the one hand, and from Purchaser pursuant to Section 9.02(a), on the other hand, exceeds $25,000 (the "Minimum Claim Amount"), (ii) to the contrary extent that the aggregate amount of Damages for which the Purchaser Indemnified Parties, on the one hand, and the Seller Indemnified Parties, on the other hand, are otherwise entitled to indemnification from all Sellers pursuant to Section 9.01(a), on the one hand, and from Purchaser, pursuant to Section 9.02(a), on the other hand, exceeds $1,500,000 (xthe "Deductible Amount") (it being understood and agreed that (A) any claim or series of related claims for Damages of less than the Minimum Claim Amount shall be disregarded for purposes of calculating the Deductible Amount and (B) the Company Deductible Amount is intended as deductible, and the Sellers, on the one hand, and Purchaser, on the other hand, shall not be liable for Buyer Losses under Section 10.1(a)(i) unless and until any Damages less than the Deductible Amount). If the aggregate amount of such Buyer Losses collectively exceeds Five Hundred Thousand Dollars ($500,000Damages for which the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 9.01(a)(i) and 9.01(a)(iii), and then only to on the extent of such excessone hand, and (y) the Buyer Seller Indemnified Parties are entitled to indemnification pursuant to Section 9.02(a)(i), on the other hand, exceeds the Deductible Amount, the Purchaser Indemnified Parties and the Seller Indemnified Parties, as applicable, shall not be liable for Company Losses under Section 10.1(b)(i) unless and entitled to be paid 50% of the amount by which the aggregate of all such Damages exceeds $1,500,000 until the aggregate of all such Damages exceeds $2,500,000, after which the Purchaser Indemnified Parties and the Seller Indemnified Parties, as applicable, shall be entitled to be paid 100% of the amount by which the aggregate of all such Damages exceeds $2,500,000, subject to the limitations on the maximum amount of such Company Losses collectively exceeds Five Hundred Thousand Dollars ($500,000recovery set forth in Section 9.04(b), and then only to the extent of such excess. Notwithstanding the foregoing, any Damages related to or arising directly or indirectly out of any claim for indemnification made under Section 9.01(a)(i) (but solely with respect to the representations and warranties in Sections 3.01, 3.02 and 3.07), Section 9.01(a)(ii), Section 9.01(a)(iii) (but solely with respect to representations and warranties in Sections 4.02, 4.03, 4.14 and 4.30), 9.01(a)(iv), 9.01(a)(v), 9.01(a)(vi), 9.01(a)(vii), 9.01(a)(viii), 9.01(a)(ix) or 9.02(a)(ii) (any claims under Section 9.01(a)(i) (but solely to the extent provided above), Section 9.01(a)(ii), Section 9.01(a)(iii) (but solely to the extent provided above), 9.01(a)(iv), 9.01(a)(v), 9.01(a)(vi), 9.01(a)(vii), 9.01(a)(viii), 9.01(a)(ix) and 9.02(a)(ii) being referred herein as a "Non-Cap Claim") shall not be subject to the limitations and qualifications set forth in this Section 10.2 shall not apply to indemnification (x) for breaches of the representations and warranties contained in Sections 4.1(a), (c), (i)(i), (j) and (q) and 4.2(a) and (b) (except that the limitation set forth in the first sentence of this Section 10.2 shall apply to all claims for indemnification with respect to the matters referred to in this subclause (x) if the applicable Indemnified Party had knowledge of the breach, event or circumstance giving rise to such loss prior to the Closing), or (y) under Section 10.1(a)(ii), (iii), (iv) or (v) or Section 10.1(b)(ii) (iii) or (iv9.04(a).

Limitations on Indemnity Payments. Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of (a) the Company to all Buyer Indemnified Parties taken together for all Buyer Losses under Section 10.1(a)(i), ) and (b) the Buyer to all Company Indemnified Parties taken together for all Company Losses under Section 10.1(b)(i) shall, in each such case, be limited to a maximum of 12.5% $1,000,000 (One Million Dollars), and (c) the Company’s obligations with respect to the UK Tax Liability, shall be limited to a maximum of the Purchase Price, as adjusted pursuant to Section 3.3$1,000,000 (One Million Dollars). Notwithstanding anything contained herein to the contrary contrary, (x) the Company shall not be liable for Buyer Losses obligated to make any indemnification payment under Section 10.1(a)(i) unless and until the aggregate amount of such Buyer Losses collectively exceeds Five Hundred Thousand Dollars ($500,000), and then only to the extent of such excess, sustained by Buyer Indemnified Parties and (y) the Buyer shall not be liable for Company Losses obligated to make any indemnification payment under Section 10.1(b)(i) unless and until the aggregate amount of such Company Losses sustained by Company Indemnified Parties, in each such case, collectively exceeds Five $200,000 (Two Hundred Thousand Dollars ($500,000Dollars), and then any indemnification with respect to such Buyer Losses or Company Losses shall be made only to the extent of such excess. Notwithstanding the foregoing, the limitations and qualifications set forth in this Section 10.2 shall not apply to indemnification (x) for breaches of the representations and warranties contained in Sections 4.1(a), (cb), (i)(ic) and (r) and 4.2(a), (jb) and (qd). The Buyer Indemnified Parties’ remedies with respect to Buyer Losses specified in (i) and 4.2(aSections 10.1(a)(i) and (bvii) (except that shall be satisfied by application of the limitation set forth in the first sentence of this Section 10.2 shall apply to all claims for indemnification with respect Escrow Funds held pursuant to the matters referred to Escrow Agreement in this subclause accordance with the terms herein and therein, (xii) if the applicable Indemnified Party had knowledge in Section 10.1(a)(iv) shall be satisfied first by application of the breach, event or circumstance giving rise to such loss prior Escrow Funds held pursuant to the Closing)Escrow Agreement in accordance with its terms herein and therein, or and if any such Buyer Losses shall be in excess of the amount of the Escrow Funds, then the Company shall be obligated to satisfy any such excess amounts, and (yiii) under Section Sections 10.1(a)(ii), (iii), (iv) or (v) and (vi) shall be satisfied by the Company; provided that, if the Company fails to pay amounts due pursuant to this Section 10.2(iii), such amounts may be satisfied by application of the Escrow Funds held pursuant to the Escrow Agreement in accordance with the terms herein and therein. The amount of any Buyer Losses or Company Losses for which indemnification is provided under this Article X shall be reduced to take into account any net Tax benefit actually realized by the indemnified party as a result of the payment of such losses. In computing the amount of any such Tax benefit actually realized, an indemnified party shall be deemed to actually realize the benefit arising from the payment of such losses after the use of all other losses, deductions, credits or items of such indemnified party. In no event shall any Buyer Indemnified Party or Company Indemnified Party, as applicable, be entitled to indemnification in respect of Liabilities, Buyer Losses or Company Losses, as the case may be, for which such Buyer Indemnified Party or Company Indemnified Party, as the case may be, has already been compensated pursuant to Section 10.1(b)(ii) (iii) 3.3 or (iv)this Article X; provided that such restriction on indemnification shall only apply to the extent that such Buyer Indemnified Party or Company Indemnified Party, as the case may be, has actually received payment in respect of such Liabilities, Buyer Losses or Company Losses, as applicable.

Limitations on Indemnity Payments. Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of (a) the Company to all Buyer Indemnified Parties taken together for all Buyer Losses under Section 10.1(a)(i), ) and (b) the Buyer to all Company Indemnified Parties taken together for all Company Losses under Section 10.1(b)(i) shall, in each such case, be limited to a maximum of 12.5% $1,000,000 (One Million Dollars), except with respect to the Company’s obligations with respect to the UK Tax Liability, which shall be limited to a maximum of the Purchase Price, as adjusted pursuant to Section 3.3$2,000,000 (Two Million Dollars). Notwithstanding anything contained herein to the contrary contrary, (x) the Company shall not be liable for Buyer Losses obligated to make any indemnification payment under Section 10.1(a)(i) unless and until the aggregate amount of such Buyer Losses collectively exceeds Five Hundred Thousand Dollars ($500,000), and then only to the extent of such excess, sustained by Buyer Indemnified Parties and (y) the Buyer shall not be liable for Company Losses obligated to make any indemnification payment under Section 10.1(b)(i) unless and until the aggregate amount of such Company Losses sustained by Company Indemnified Parties, in each such case, collectively exceeds Five $200,000 (Two Hundred Thousand Dollars ($500,000Dollars), and then any indemnification with respect to such Buyer Losses or Company Losses shall be made only to the extent of such excess. Notwithstanding the foregoing, the limitations and qualifications set forth in this Section 10.2 shall not apply to indemnification (x) for breaches of the representations and warranties contained in Sections 4.1(a), (cb), (i)(ic) and (r) and 4.2(a), (jb) and (qd). The Buyer Indemnified Parties’ remedies with respect to Buyer Losses specified in (i) and 4.2(aSections 10.1(a)(i) and (bvii) (except that shall be satisfied by application of the limitation set forth in the first sentence of this Section 10.2 shall apply to all claims for indemnification with respect Escrow Funds held pursuant to the matters referred to Escrow Agreement in this subclause accordance with the terms herein and therein, (xii) if the applicable Indemnified Party had knowledge in Section 10.1(a)(iv) shall be satisfied first by application of the breach, event or circumstance giving rise to such loss prior Escrow Funds held pursuant to the Closing)Escrow Agreement in accordance with its terms herein and therein, or and if any such Buyer Losses shall be in excess of the amount of the Escrow Funds, then the Company shall be obligated to satisfy any such excess amounts, and (yiii) under Section Sections 10.1(a)(ii), (iii), (iv) or (v) and (vi) shall be satisfied by the Company; provided that, if the Company fails to pay amounts due pursuant to this Section 10.2(iii), such amounts may be satisfied by application of the Escrow Funds held pursuant to the Escrow Agreement in accordance with the terms herein and therein. The amount of any Buyer Losses or Company Losses for which indemnification is provided under this Article X shall be reduced to take into account any net Tax benefit actually realized by the indemnified party as a result of the payment of such losses. In computing the amount of any such Tax benefit actually realized, an indemnified party shall be deemed to actually realize the benefit arising from the payment of such losses after the use of all other losses, deductions, credits or items of such indemnified party. In no event shall any Buyer Indemnified Party or Company Indemnified Party, as applicable, be entitled to indemnification in respect of Liabilities, Buyer Losses or Company Losses, as the case may be, for which such Buyer Indemnified Party or Company Indemnified Party, as the case may be, has already been compensated pursuant to Section 10.1(b)(ii) (iii) 3.3 or (iv)this Article X; provided that such restriction on indemnification shall only apply to the extent that such Buyer Indemnified Party or Company Indemnified Party, as the case may be, has actually received payment in respect of such Liabilities, Buyer Losses or Company Losses, as applicable.