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These excerpts taken from the IKAN 10-K filed Feb 27, 2006. Cap Limitation”), provided, however, that notwithstanding the foregoing, the Cap
Limitation shall not apply to (A) claims for indemnification for Losses arising
out of fraud, (B) the Special Representations, Section 5.1
(Organization, Good Standing and Qualification) and Section 5.2
(Corporate Authorization) and (C) the Excluded Liabilities; provided, further, that
the claims for indemnification described in the foregoing clause (B) shall not
exceed the Closing Cash Payment; and (ii) Seller shall be liable for only
that portion of the aggregate Losses under Section 10.2(a) for which it
would otherwise be liable which exceeds $300,000.
(b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Purchaser for Losses under Section 10.2(b) (other than the obligation to pay the purchase price hereunder, with respect to which the Cap Limitation shall not apply) shall not exceed the Cap Limitation; provided, however, that notwithstanding the foregoing, the Cap Limitation shall not apply to (A) Section 6.1 (Organization, Good Standing and Qualification) and Section 6.2 (Corporate Authorization) and (B) the Assumed Liabilities; provided, further, that the claims for indemnification described in the foregoing clause (A) shall not exceed the Closing Cash Payment; and (ii) Purchaser shall be liable for only that portion of the aggregate Losses under Section 10.2(b) for which it would otherwise be liable which exceeds $300,000 (other than the obligation to pay the purchase price hereunder, with respect to which such limitation shall not apply).(c) The Purchaser agrees that Seller shall have no liability to Purchaser arising out of or relating to the inaccuracy of Section 5.3 or Section 5.4 of this Agreement with respect to any Assumed Contract with an entity specified in Schedule 10.6(c).Cap Limitation”), provided, however, that notwithstanding the foregoing, the Cap
Limitation shall not apply to (A) claims for indemnification for Losses arising
out of fraud, (B) the Special Representations, Section 5.1
(Organization, Good Standing and Qualification) and Section 5.2
(Corporate Authorization) and (C) the Excluded Liabilities; provided, further, that
the claims for indemnification described in the foregoing clause (B) shall not
exceed the Closing Cash Payment; and (ii) Seller shall be liable for only
that portion of the aggregate Losses under Section 10.2(a) for which it
would otherwise be liable which exceeds $300,000.
(b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Purchaser for Losses under Section 10.2(b) (other than the obligation to pay the purchase price hereunder, with respect to which the Cap Limitation shall not apply) shall not exceed the Cap Limitation; provided, however, that notwithstanding the foregoing, the Cap Limitation shall not apply to (A) Section 6.1 (Organization, Good Standing and Qualification) and Section 6.2 (Corporate Authorization) and (B) the Assumed Liabilities; provided, further, that the claims for indemnification described in the foregoing clause (A) shall not exceed the Closing Cash Payment; and (ii) Purchaser shall be liable for only that portion of the aggregate Losses under Section 10.2(b) for which it would otherwise be liable which exceeds $300,000 (other than the obligation to pay the purchase price hereunder, with respect to which such limitation shall not apply). | EXCERPTS ON THIS PAGE:
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