Common use of Monetary Limitations on Indemnification Clause in Contracts

Monetary Limitations on Indemnification. The Sellers as Indemnifying Parties shall not have any obligation to indemnify the Buyer or the Company as Indemnitee under clauses (i) and (ii) of Section 11.1.1 unless and until the aggregate cumulative total of all Losses for which indemnification would be provided under Section 11.1.1 incurred by the Buyer or the Company as Indemnitee exceeds $1,000,000, whereupon the Indemnitee shall be entitled to indemnification for such Losses but only to the extent that the aggregate cumulative total of such Losses exceeds such amount. Notwithstanding any other provision of this Agreement, (i) the total maximum aggregate indemnification liability for all claims for all such Losses in excess of $1,000,000 pursuant to clauses (i), (ii) and (v) of Section 11.1.1. shall not exceed $5,000,000 (the "Maximum Aggregate Loss") for all Sellers as a group; and (ii) each Seller's aggregate indemnification obligations under clauses (ii) and (v) of Section 11.1.1 shall be limited to such Seller's Proportionate Share of the Maximum Aggregate Loss, (iii) each Seller's aggregate indemnification obligation under clauses (ii) and (v) of Section 11.1.1 for any specific Loss shall be limited to such Seller's Proportionate Share of such Loss, and (iv) except for indemnification obligations for claims for breaches of the representations in Section 5.1.3 or the penultimate sentence of Section 5.1.4, each Seller's aggregate obligation under this Section 11 shall in no event exceed the portion of the Cash Consideration received by such Seller.

Monetary Limitations on Indemnification. The Notwithstanding any other provisions of this Agreement but subject to the second, third and fourth sentences of this Section 11.3, the Sellers as Indemnifying Parties shall not have any obligation to indemnify the Buyer or the Company Group as Indemnitee under clauses (i) and (ii) of Section 11.1.1 unless and until the aggregate cumulative total of all Losses for which indemnification would be provided under Section 11.1.1 incurred by the Buyer or the Company Group as Indemnitee (other than for claims with respect to the representations and warranties set forth in Sections 4.4 and 5.1.4) exceeds $1,000,000750,000 (Seven Hundred and Fifty Thousand Dollars), whereupon the Buyer Group as Indemnitee shall be entitled to indemnification for such Losses but only to the extent that the aggregate cumulative total entire amount of such Losses exceeds such amountLosses. Notwithstanding any other provision of this AgreementAgreement but subject to the third and fourth sentences of this Section 11.3, (i) the total maximum aggregate indemnification liability of all Sellers as a group for all claims for all such Losses in excess of $1,000,000 pursuant to clauses Section 11.1.1 (i), (iiother than for claims with respect to the representations and warranties set forth in Sections 4.4 and 5.1.4) and (v) of Section 11.1.1. shall not exceed $5,000,000 13,500,000 (Thirteen Million Five Hundred Thousand Dollars). Claims with respect to the representations and warranties set forth in Sections 4.4 ("Maximum Aggregate LossTitle to Stock") for all Sellers as a group; and 5.1.4 ("Title to Stock") shall not be subject to (i) the $750,000 "basket" set forth in the first sentence of this Section 11.3 or (ii) the $13.5 million "ceiling" set forth in the second sentence of this Section 11.3. In addition to the foregoing limits, the liability of each Seller's aggregate indemnification obligations Seller under clauses (iiSection 11.1.1(ii) and (v) in respect of Section 11.1.1 each Loss shall be limited to not exceed such Seller's Proportionate Share of the Maximum Aggregate Loss, (iii) each Seller's aggregate indemnification obligation under clauses (ii) and (v) of Section 11.1.1 for any specific Loss shall be limited to such Seller's Proportionate Pro Rata Share of such Loss, and (iv) except for indemnification obligations for claims for breaches of the representations . The limitations set forth in Section 5.1.3 or the penultimate sentence of Section 5.1.4, each Seller's aggregate obligation under this Section 11 shall in no event exceed the portion of the Cash Consideration received by such Seller11.3 do not apply to limit liability under Section 11.6.

Monetary Limitations on Indemnification. The Sellers as Except with respect to claims arising under Section 7.1(iii) and Section 7.2(iii) and except with respect to claims arising out of the representations or warranties or indemnities referred to in clause (b) of the definition of Reserved Claims in Section 7.3, an Indemnifying Parties Party shall not have any obligation to indemnify Indemnitees under Section 7.1 or Section 7.2, as the Buyer or the Company as Indemnitee under clauses (i) and (ii) case may be, in respect of Section 11.1.1 any Losses incurred by such Indemnitees unless and until the aggregate cumulative total of all Losses for which indemnification would be provided (other than Losses arising under Section 11.1.1 7.1(iii) or Section 7.2(iii) or out of claims referred to in clause (b) of the definition of Reserved Claims in Section 7.3) incurred by the Buyer or the Company as Indemnitee such Indemnitees exceeds $1,000,000, 25,000 whereupon the Indemnitee such Indemnitees shall be entitled to indemnification for such Losses but only to the extent that the aggregate cumulative total amount of such Losses exceeds only in excess of such amount. Notwithstanding any other provision With respect to claims referred to in clause (b) of the definition of Reserved Claims in Section 7.3, no such minimum dollar limitation or deductible shall apply. The provisions of this AgreementSection 7.4 shall also not apply to the Shareholder’s or Buyer’s obligations under Article II. Notwithstanding anything herein to the contrary, (i) the total maximum aggregate indemnification amount of the liability of the Shareholder for all claims for all such Losses in excess of $1,000,000 pursuant to clauses (i), (ii) and (v) of Section 11.1.1. shall not exceed $5,000,000 (the "Maximum Aggregate Loss") for all Sellers as a group; and (ii) each Seller's aggregate any indemnification obligations under clauses this Article VII shall be an amount equal to $1,400,000; provided, however, this limitation shall not apply to claims: (iix) and arising under Section 7.1(iii) or Section 7.2(iii); (vy) out of representations or warranties or indemnities of M&M or the Shareholder referred to in clause (b) of Section 11.1.1 shall be limited to such Seller's Proportionate Share the definition of the Maximum Aggregate Loss, (iii) each Seller's aggregate indemnification obligation under clauses (ii) and (v) of Section 11.1.1 for any specific Loss shall be limited to such Seller's Proportionate Share of such Loss, and (iv) except for indemnification obligations for claims for breaches of the representations Reserved Claims in Section 5.1.3 7.3; or (z) which a court of competent jurisdiction determines is the penultimate sentence result of Section 5.1.4, each Seller's aggregate obligation under this Section 11 shall in no event exceed fraud on the portion part of the Cash Consideration received by such Sellerany party.