Common use of Materiality Standards; Dollar Thresholds Clause in Contracts

Materiality Standards; Dollar Thresholds. (a) For purposes of determining those Losses arising from breaches of representations, warranties or covenants which will be subject to indemnification under this Article 11, the Buyer and the Sellers have agreed to use predictable dollar thresholds as provided in this Section 11.4. Accordingly, the Buyer and the Sellers agree that with respect to any representation, warranty or covenant referred to in Section 11.1(i) or 11.2(i), if such representation, warranty or covenant contains a materiality qualification (e.g., “material,” “materially,” “material to the Business,” “Seller Material Adverse Effect”, “in all material respects,” or similar qualifiers), such materiality qualification shall be disregarded and only the dollar thresholds stated in this Section 11.4 will apply. (b) Neither the Sellers nor the Buyer shall be liable to the other for any Specified Misrepresentation Claim until aggregate Losses exceed ten thousand U.S. dollars (US$10,000), and once exceeded, all Losses (beginning with the first dollar) shall be indemnified (“Minor Claims”). (c) No claim for indemnification under Section 11.1 or Section 11.2, other than a Specified Misrepresentation Claim, shall be subject to any threshold amount. (d) In the event that the Sellers are required to indemnify and save harmless the Buyer or its Affiliates pursuant to this Agreement in respect of any Losses suffered or incurred, the combined liability of the Sellers will not exceed a maximum aggregate amount equal to the Cash Purchase Price. (e) The Buyer agrees that it shall have no indemnification claim relating to the performance of Astris’ products except for claims arising in connection with a breach of Section 5.14(o).

Materiality Standards; Dollar Thresholds. (a) For purposes of determining those Losses arising from breaches of representations, warranties or covenants which that will be considered immaterial in nature and accordingly not subject to indemnification under this Article 11hereunder, the Buyer and the Sellers Seller have agreed to use predictable dollar thresholds as provided in this Section 11.4paragraph (a). Accordingly, the Buyer and the Sellers Seller agree that with respect to any representation, warranty or covenant referred to in Section 11.1(i) or 11.2(i), if such representation, warranty or covenant contains a materiality qualification (e.g.E.G., “"material,” “" "materially,” “" "material to the VECTRA Waste Business,” “Seller Material Adverse Effect”, “" "in all material respects,” " or similar qualifiers), such materiality qualification shall be disregarded deemed to have been met, and only such representation, warranty or covenant shall be deemed to have been breached, if the dollar thresholds stated Buyer and its Affiliates or the Seller and its Affiliates, as applicable, incurs or is alleged to have incurred Losses in this Section 11.4 will applyexcess of $25,000 in connection with the matter or event to which such representation, warranty or covenant relates. (b) Neither the Sellers Seller nor the Buyer shall be liable to the other for any Specified Misrepresentation Claim until aggregate if the total Losses with respect to such Specified Misrepresentation Claim do not exceed ten thousand U.S. dollars $25,000 (US$10,000), and once exceeded, all Losses (beginning with the first dollar) shall be indemnified (“Minor Claims”"MINOR CLAIMS"). (c) The Seller shall not be liable to the Buyer and its Affiliates for any Specified Misrepresentation Claims unless and until the total Losses suffered by the Buyer and its Affiliates with respect to all Specified Misrepresentation Claims exceeds $100,000, excluding Losses with respect to Minor Claims, and then only to the extent of such excess. The Buyer shall not be liable to the Seller and its Affiliates for any Specified Misrepresentation Claims unless and until the total Losses suffered by the Seller and its Affiliates with respect to all Specified Misrepresentation Claims exceeds $100,000, excluding Losses with respect to Minor Claims, and then only to the extent of such excess. (d) The total amount payable by the Seller under Section 11.1(i) with respect to all Specified Misrepresentation Claims shall be the Purchase Price. The total amount payable by the Buyer under Section 11.2(i) with respect to all Specified Misrepresentation Claims shall be the Purchase Price. (e) No claim for indemnification under Section 11.1 or Section 11.2, other than a Specified Misrepresentation Claim, shall be subject to any threshold amountamount or deductible amount or cap on liability. (d) In the event that the Sellers are required to indemnify and save harmless the Buyer or its Affiliates pursuant to this Agreement in respect of any Losses suffered or incurred, the combined liability of the Sellers will not exceed a maximum aggregate amount equal to the Cash Purchase Price. (e) The Buyer agrees that it shall have no indemnification claim relating to the performance of Astris’ products except for claims arising in connection with a breach of Section 5.14(o).

Materiality Standards; Dollar Thresholds. (a) For purposes of determining those Losses arising from breaches of representations, warranties or covenants which that will be considered immaterial in nature and accordingly not subject to indemnification under this Article 11hereunder, the Buyer, the Buyer Sub, the Seller and the Sellers Westinghouse have agreed to use predictable dollar thresholds as provided in this Section 11.4paragraph (a). Accordingly, the Buyer, the Buyer Sub, Westinghouse and the Sellers Seller agree that with respect to any representation, warranty or covenant referred to in Section 11.1(i10.1(a) or 11.2(i10.2(a), if such representation, warranty or covenant contains a materiality qualification (e.g.E.G., “"material,” “" "materially,” “" "material to the BusinessQ-CEP Plant or the Processing Activities,” “Seller Material Adverse Effect”, “" "in all material respects,” " or similar qualifiers), such materiality qualification shall be disregarded deemed to have been met, and only such representation, warranty or covenant shall be deemed to have been breached, if the dollar thresholds stated Buyer and the Buyer Sub or the Seller and Westinghouse, as applicable, incurs or is alleged to have incurred Losses in this Section 11.4 will applyexcess of $25,000 in connection with the matter or event to which such representation, warranty or covenant relates. (b) Neither the Sellers Seller and Westinghouse nor the Buyer and the Buyer Sub shall be liable to the other for any Specified Misrepresentation Claim until aggregate Losses exceed ten thousand U.S. dollars or any claim under Section 10.3, including any claim relating to Section 5.8 (US$10,000an "ENVIRONMENTAL CLAIM"), and once exceeded, all if the total Losses with respect to such Specified Misrepresentation Claim or such Environmental Claim do not exceed $25,000 (beginning with the first dollar) shall be indemnified (“Minor Claims”"MINOR CLAIMS"). (c) The Seller and Westinghouse shall not be liable to the Buyer and the Buyer Sub for any Specified Misrepresentation Claims or Environmental Claims unless and until the total Losses suffered by the Buyer and the Buyer Sub with respect to all Specified Misrepresentation Claims and Environmental Claims exceeds $300,000, excluding Losses 55 -49- with respect to Minor Claims, and then only to the extent of such excess. The Buyer and the Buyer Sub shall not be liable to the Seller and Westinghouse for any Specified Misrepresentation Claims or Environmental Claims unless and until the total Losses suffered by the Seller and Westinghouse with respect to all Specified Misrepresentation Claims and Environmental Claims exceeds $300,000, excluding Losses with respect to Minor Claims, and then only to the extent of such excess. (d) The total amount payable by the Seller and Westinghouse under Section 10.1(a) with respect to all Specified Misrepresentation Claims shall be the Purchase Price. The total amount payable by the Buyer and the Buyer Sub under Section 10.2(a) with respect to all Specified Misrepresentation Claims shall be the Purchase Price. (e) No claim for indemnification under Section 11.1 10.1 or Section 11.210.2 or Section 10.3, other than a Specified Misrepresentation Claim or, as provided in paragraph (c) with respect to Environmental Claims, an Environmental Claim, shall be subject to any threshold amount. (d) In amount or deductible amount or cap on liability. Without limiting the event that the Sellers are required to indemnify and save harmless the Buyer or its Affiliates pursuant to this Agreement in respect of any Losses suffered or incurred, the combined liability generality of the Sellers foregoing, no Environmental Claim will not exceed be subject to a maximum aggregate amount equal to the Cash Purchase Pricecap on liability. (e) The Buyer agrees that it shall have no indemnification claim relating to the performance of Astris’ products except for claims arising in connection with a breach of Section 5.14(o).

Materiality Standards; Dollar Thresholds. (a) For purposes of determining those Losses arising from breaches of representations, warranties or covenants which that will be considered immaterial in nature and accordingly not subject to indemnification under this Article 11hereunder, the Buyer and the Sellers Seller have agreed to use predictable dollar thresholds as provided in this Section 11.4paragraph (a). Accordingly, the Buyer and the Sellers Seller agree that with respect to any representation, warranty or covenant referred to in Section 11.1(i12.1(i) or 11.2(i12.2(i), if such representation, warranty or covenant contains a materiality qualification (e.g., “e.g. "material,” “" "materially,” “" "material to the Purchased Business,” “Seller Material Adverse Effect”, “" "in all material respects,” " or similar qualifiers), such materiality qualification shall be disregarded deemed to have been met, and only such representation, warranty or covenant shall be deemed to have been breached, if the dollar thresholds stated Buyer or the Seller, as applicable, incurs or is alleged to have incurred Losses in this Section 11.4 will applyexcess of $5,000 in connection with the matter or event to which such representation, warranty or covenant relates. (b) Neither the Sellers Seller nor the Buyer shall be liable to the other for any Specified Misrepresentation Claim, if the total Losses with respect to such Specified Misrepresentation Claim until aggregate Losses do not exceed ten thousand U.S. dollars $5,000 (US$10,000), and once exceeded, all Losses (beginning with the first dollar) shall be indemnified (“"Minor Claims”").. ------------ (c) No claim The Seller shall not be liable to the Buyer for indemnification under Section 11.1 or Section 11.2, other than a any Specified Misrepresentation ClaimClaims, unless and until the total Losses suffered by the Buyer with respect to all Specified Misrepresentation Claims exceeds $100,000, excluding Losses with respect to Minor Claims, and then only to the extent of such excess. The Buyer shall not be subject liable to the Seller for any threshold amountSpecified Misrepresentation Claims unless and until the total Losses suffered by the Seller with respect to all Specified Misrepresentation Claims exceeds $100,000, excluding Losses with respect to Minor Claims, and then only to the extent of such excess. (d) In The total amount payable under Sections 12.1 or 12.2 by either party shall not exceed $500,000 and the event that provisions of this Article 12 shall be the Sellers are required to indemnify and save harmless the Buyer or its Affiliates pursuant to this Agreement in respect of any Losses suffered or incurred, the combined liability exclusive remedy of the Sellers will not exceed a maximum aggregate amount equal to the Cash Purchase Priceparties. (e) The Buyer agrees that it shall have no indemnification claim relating to the performance of Astris’ products except for claims arising in connection with a breach of Section 5.14(o).

Materiality Standards; Dollar Thresholds. (a) For purposes of determining those Losses arising from breaches of representations, warranties or covenants which will be subject to indemnification under this Article 11, the Buyer and the Sellers Seller have agreed to use predictable dollar thresholds as provided in this Section 11.4. Accordingly, the Buyer and the Sellers Seller agree that with respect to any representation, warranty or covenant referred to in Section 11.1(i) or 11.2(i), if such representation, warranty or covenant contains a materiality qualification (e.g., “material,” “materially,” “material to the Business,” “Seller Material Adverse Effect”, “in all material respects,” or similar qualifiers), such materiality qualification shall be disregarded and only the dollar thresholds stated in this Section 11.4 will apply. (b) Neither Except for Specified Misrepresentation Claims involving or in any way related to or affecting Ontario, neither the Sellers Seller nor the Buyer shall be liable to the other for any Specified Misrepresentation Claim until aggregate Losses exceed ten thousand U.S. dollars (US$10,000), and once exceeded, all Losses (beginning with the first dollar) shall be indemnified (“Minor Claims”). (c) No claim for indemnification under Section 11.1 or Section 11.2, other than a Specified Misrepresentation Claim, shall be subject to any threshold amount. (d) In the event that the Sellers are Seller is required to indemnify and save harmless the Buyer or its Affiliates pursuant to this Agreement in respect of any Losses suffered or incurred, the combined liability of the Sellers Seller will not exceed a maximum aggregate amount equal to the Cash Purchase Price; provided however that any Loss involving or otherwise related to or affecting Ontario for which Seller is required to indemnify Buyer or its Affiliate shall not be subject to such limit. (e) The Buyer agrees that it shall have no indemnification claim relating to the performance of Astris’ the Seller's products except for claims arising in connection with a breach of Section 5.14(o).