Monetary Limitations Sample Clauses

Monetary Limitations. (i) No claim may be made against Seller for indemnification pursuant to Sections 10.02(a)(i) unless and until the aggregate of all claims for indemnification by Buyer pursuant to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount"), in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (ii) Buyer shall have no liability for its indemnification obligations under Section 10.03(a)(i) until the aggregate amount of all Liabilities incurred by the Seller equals or exceeds the Threshold Amount, in which event Buyer shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Assumed Liabilities, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (iii) For the purposes of this Section 10.04(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50% of the Non-Inventory Purchase Price; and (iv) Notwithstanding the foregoing, the limitations set forth in this Section 10.04(b) shall not apply to (A) any breaches of Sections 4.02, 4.06, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.01.

Monetary Limitations. The Sellers will have no obligation to indemnify Buyer Indemnified Persons pursuant to Section 10.01(a)(ii) and Section 10.01(a)(v) in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds Four Hundred Fifty Thousand Dollars (CAD$450,000) (the “Basket Amount”), in which case the Buyer Indemnified Persons shall be entitled to indemnification for all such Losses in excess of the Basket Amount, and the Sellers’ aggregate liability in respect of claims for indemnification pursuant to Section 10.01(a)(ii) and Section 10.01(a)(v) will not exceed an amount equal to twenty percent (20%) of the Adjusted Purchase Price and each Sellers’ aggregate liability in respect of claims for indemnification pursuant to Section 10.01(a)(ii) and Section 10.01(a)(v) will not exceed the lesser of (i) such Seller’s Pro Rata Percentage of the Losses being claimed and (ii) such Seller’s Pro Rata Percentage of an amount equal to twenty percent (20%) of the Adjusted Purchase Price; provided, that the foregoing limitations will not apply to claims for indemnification pursuant to Section 10.01(a)(ii) and Section 10.01(a)(v) in respect of breaches of, or inaccuracies in, the representations and warranties set forth in Section 3.01 (Organization), Section 3.02 (Power and Authorization), Section 3.04(b) (Breach of Organizational Documents), Section 3.05 (Capitalization), Section 3.07(l) (Absence of Certain Developments Related to Taxes), Section 3.08 (Debt), Section 3.23 (No Brokers), Section 3.26 (Pre-Closing Transactions), Section 4.01 (Organization), Section 4.02 (Power and Authorization), Section 4.04(b) (Breach of Organizational Documents), Section 4.05 (Title) and Section 4.06 (No Brokers) (or as such representations and warranties are repeated or confirmed in the certificate delivered at Closing pursuant to Section 7.04(b)) (collectively, the “Seller Fundamental Representations”) and those set forth in Section 3.14 (Tax Matters). Claims for indemnification pursuant to any other provision of Section 10.01(a) are not subject to the monetary limitations set forth in this Section 10.01(b).

Monetary Limitations. Buyer will have no obligation to indemnify the Seller Indemnified Persons pursuant to Section 7.02(a)(ii) in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds $500,000 (at which point Buyer will indemnify the Seller Indemnified Persons for all such Losses in excess of such amount), and Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 7.02(a)(ii) will not exceed $10 million; provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 7.02(a)(ii) in respect of breaches of, or inaccuracies in, any Buyer Fundamental Representation or (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of a representation or warranty in ARTICLE V. Claims for indemnification pursuant to any other provision of Section 7.02(a) are not subject to the limitations set forth in this Section 7.02(b). Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate liability of Buyer and KCAP under this ARTICLE VII and ARTICLE VIII exceed the Overall Indemnity Cap.

Monetary Limitations. Subject to the last sentence of this Section 8.7, Seller shall not be required to indemnify Buyer Indemnitees, and shall not have any Liability under Section 8.2(a), until the aggregate amount of all Losses under Section 8.2(a) exceeds $200,000 (the “Minimum Loss”), and then only to the extent such aggregate Losses exceed the Minimum Loss. Subject to the following sentence, the aggregate amount of each of Seller’s liability for Losses under Section 8.2(a) and Buyer’s and Parent’s aggregate liability for Losses under Section 8.2(b) shall be limited in each case to an amount equal to 40% of the Purchase Price. The limitations set forth in this Section 8.7 will not apply to any Claims for indemnification in connection with, arising out of, or which would not have occurred but for: (a) a breach of the representations and warranties contained in Section 4.1, Section 4.2, Section 4.3, Section 4.5, Section 4.8, Section 4.14, Section 4.15, Section 4.19, Section 4.23, Section 4.25(a) (but excluding clause (ii) thereof), Section 4.25(b), Section 4.25(c), Section 4.29, Section 5.1, Section 5.2, Section 5.4 and Section 5.6; (b) fraud; or (c) Section 8.2(c), (d), (e), (f) or (g) or Section 8.3(c) or (d); and (d) covenants to be performed in whole or in part, post-Closing. Notwithstanding the foregoing or anything to the contrary set forth herein, the aggregate amount of Seller’s liability shall be limited to an amount equal to the Purchase Price in respect of all Claims for indemnification in connection with, arising out of, or which would not have occurred but for, a breach of the representations and warranties contained in Section 4.4, Section 4.13 and Section 4.15; and (ii) the amount of Seller’s liability for a breach of the representations and warranties contained in Section 4.19 shall be limited to, and determined by, a recalculation of the Closing Net Working Capital and the Adjustment Amount as if such Losses existed on the Closing Date (giving effect to any and all prior payments made pursuant to Section 3.2(d) in connection with the Purchase Price adjustment and any and all prior payments made pursuant to this clause (ii)), and no Losses shall be recoverable until and unless the aggregate amount of such Losses (for which no indemnification has been made and no adjustment was made in connection with the Purchase Price adjustment pursuant to Section 3.2(d)) exceeds on a cumulative basis the Adjustment Floor (as increased or reduced by any payment made in connec...

Monetary Limitations. (i) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and until the aggregate amount of all such Losses incurred or suffered by Seller Indemnified Parties exceeds [***] (at which point Purchaser will indemnify Seller Indemnified Parties for all such Losses in excess of such amount); provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) Purchaser’s aggregate liability in respect of claims for indemnification pursuant to Section 9.2(a)(i) will not exceed an aggregate amount equal to [***]; provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; provided, further that for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) and Section 2.5(a).

Monetary Limitations. MCO and CAV will have no obligation to indemnify any OBMP Indemnified Person pursuant to Clauses 4.1(a)(i) and 4.1(a)(iii) hereof, unless and until the aggregate amount of all such Losses incurred or suffered by the OBMP Indemnified Persons exceeds $50,000.00 (fifty thousand Dollars 00/100) (at which point MCO and CAV will indemnify the OBMP Indemnified Persons for all such Losses in excess of $50,000.00), and the aggregate liability of MCO and CAV in respect of claims for indemnification pursuant to Clauses 4.1(a)(i) through 4.1(a)(vi) will not exceed the total value of the OBMP Shares as of the date hereof; provided, that the foregoing limitations will not apply to claims based upon gross negligence, fraud or intentional misrepresentation.

Monetary Limitations. OBMP will have no obligation to indemnify any Vitel Indemnified Person pursuant to Clause 4.2(a)(i) hereof, unless and until the aggregate amount of all such Losses incurred or suffered by the Vitel Indemnified Persons exceeds $50,000.00 (fifty thousand Dollars 00/100) (at which point OBMP will indemnify the Vitel Indemnified Persons for all such Losses in excess of $50,000) and OBMP’s aggregate liability in respect of claims for indemnification pursuant to Clauses 4.2(a)(i) through 4.2(a)(iv) will not exceed the total value of the OBMP Shares as of the date hereof; provided, that the foregoing limitations will not apply to claims based upon gross negligence, fraud or intentional misrepresentation.

Monetary Limitations. (i) Seller Parties will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.1(a)(i) of this Agreement (except with respect to the Seller Fundamental Representations and the representations and warranties set forth in Section 3.15 (Tax Matters)) unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds the Deductible (at which point, Seller Parties shall, jointly and severally, indemnify and hold harmless the Buyer Indemnified Persons for all such Losses to the extent in excess of such Deductible). (ii) The aggregate Liability of Seller Parties in respect of claims for indemnification pursuant to Section 7.1(a)(i) of this Agreement (except with respect to the Seller Fundamental Representations and the representations and warranties set forth in Section 3.15 (Tax Matters)) is not to exceed the General Indemnification Cap. (iii) For the avoidance of doubt, the limitations set forth in Section 7.1(b)(i), Section 7.1(b)(ii) and Section 7.3 of this Agreement are not to apply to claims for indemnification pursuant to Sections 7.1(a)(ii), (iii), (iv), (v), (vi) or (vii) of this Agreement.

Monetary Limitations. No Damages may be recovered from a Party pursuant to subsection 9.2(a) unless and until the accumulated aggregate amount of Damages of the Indemnified Parties arising pursuant to Section 9.2(a) exceeds $50,000, in which event the accumulated aggregate amount of all such Damages may be recovered. Such limitation shall have no application to any representation or warranty in this Agreement resulting from fraud, willful misconduct or intentional misrepresentation.