Buyer's Limitation of Liability. Notwithstanding any provision in this Agreement to the contrary (except for Tax matters which shall be governed by Article XI of this Agreement), the obligation of Buyer to indemnify Seller Indemnified Parties pursuant to (A) Section 9.4(a) hereof, against any Losses sustained by reason of any claim with respect to the breach of a representation or warranty (other than Losses (i) arising out of, relating to or resulting from breaches or inaccuracies of any Fundamental Representation or (ii) arising out of or resulting from fraud or willful material breach by Buyer (such Losses in (i) and (ii), collectively, the “Buyer Uncapped Claims”)) or (B) Section 9.4 (b) against any Losses sustained by reason of any claim with respect to the breach by Buyer of a covenant shall be limited to claims as to which a Seller Indemnified Party has given Buyer written notice, setting forth therein in reasonable detail the basis for such claim, on or prior to the termination of such representation or warranty or covenant pursuant to Section 9.1 hereof; provided, however, that the provisions for indemnification contained in Section 9.4(a) (other than for Losses constituting Buyer Uncapped Claims) shall be effective only after the aggregate amount of all such claims which are so indemnifiable exceed the Basket, and only to the extent of such excess; provided further that Buyer shall not be liable to any Seller Indemnified Party for any particular claim under Section 9.4(a) (other than for Losses constituting Seller Uncapped Claims) unless the amount of such claim exceeds the De Minimis Amount and all such Losses in respect of any claim or series of related claims which total less than the De Minimis Amount shall be excluded in their entirety from calculations with respect to the Basket or Cap, and the Seller Indemnified Parties shall have no recourse for such Losses. Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all indemnification payments for which Buyer is liable pursuant to Section 9.4(a) (other than for Losses constituting Buyer Uncapped Claims) exceed an amount equal to the Cap.
Buyer's Limitation of Liability. (a) Seller or Comdial shall assert any such claim under Section 9.2(a) within twelve (12) months of the Closing Date or be forever barred from asserting such claim.
Buyer's Limitation of Liability. IN NO EVENT SHALL BUYER BE LIABLE FOR ANY REASON OR ARISING FROM ANY CAUSE WHATSOEVER, FOR PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
Buyer's Limitation of Liability. Anything in this Agreement to the contrary notwithstanding, the liability of the Buyer to indemnify the Seller pursuant to Section 8.4 hereof against any Losses sustained by reason of any Seller Claim shall be limited to Seller Claims as to which the Seller has given the Buyer written notice thereof at or prior to one year after the Closing Date, whether or not any Losses have then actually been sustained. The provisions for indemnity contained in Section 8.4 hereof shall be effective only after the aggregate amount of all Seller Claims for which the Buyer is liable under the indemnity exceeds $50,000, and then only to the extent of such excess.
Buyer's Limitation of Liability. Notwithstanding any provision in this Agreement to the contrary, the liability of Buyer to indemnify Seller Indemnified Parties pursuant to Section 11.4(a) hereof against any Damages sustained by reason of any Seller Claim with respect to the breach of a representation or warranty shall be limited to Seller Claims as to which a Seller Indemnified Party has given Buyer written notice thereof, setting forth therein in reasonable detail the basis for such Seller Claim, on or prior to the termination of such representation or warranty pursuant to Section 11.1 hereof; provided, however, that (i) the provisions for indemnification contained in Section 11.4(a) shall be effective only after the aggregate amount of all such Seller Claims for which Buyer is liable under this Agreement exceed an amount equal to $712,500, in which event all amounts including such $712,500 shall be due to Seller, and (ii) no Seller Claim (or series of related Seller Claims) pursuant to the provisions for indemnification contained in Section 11.4(a) in an amount less than $35,000 may be asserted. Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all Seller Claims for which Buyer is liable pursuant to Section 11.4(a) and Section 11.4(b) exceed an amount equal to $9,500,000.
Buyer's Limitation of Liability. BUYER’S SOLE LIABILITY AND SELLER’S SOLE REMEDY FOR ANY DAMAGES SHALL BE LIMITED TO THE AMOUNT OF THE TERMINATION PAYMENT.
Buyer's Limitation of Liability. Buyer’s maximum liability in the aggregate for all Claims for indemnification pursuant to Section 8.03 shall not exceed the Base Purchase Price.
Buyer's Limitation of Liability. Any provision in this Agreement to the contrary notwithstanding, the liability of Buyer to indemnify Seller pursuant to Section 10.4(i) hereof against any Damages sustained by reason of any Seller Claim shall be limited to Seller Claims as to which Seller has given Buyer written notice thereof, setting forth therein in reasonable detail the basis for such Seller Claim, on or prior to the first anniversary of the Closing Date; provided, however, that, notwithstanding the foregoing, the liability of Buyer to indemnify Seller against Damages sustained by reason of any Seller Claim relating to a breach of the representations and warranties contained in Section 4.6 hereof shall not be so limited.
Buyer's Limitation of Liability. (a) Buyer shall not be liable with respect to any Buyer Warranty Breach if the amount of Damages resulting from such Buyer Warranty Breach, or any series of related Buyer Warranty Breaches, does not exceed a De Minimis Claim and such items shall not be aggregated for purposes of satisfying the Deductible; provided, that, to the extent Damages exceed the De Minimis Claim amount with respect to any Buyer Warranty Breach, or series of related Buyer Warranty Breaches, the full amount of Damages with respect to such Buyer Warranty Breach, or series of related Buyer Warranty Breaches, shall be applied to the Deductible without regard to such De Minimis Claim amount (and not only with respect to Damages in excess of the De Minimis Claim amount).
Buyer's Limitation of Liability. (a) Seller shall not assert any claim under Section 9.3 unless and until such claims exceed Fifty Thousand and No/Dollars ($50,000.00) and Buyer shall not be responsible for this first $50,000 of aggregate claims. Thereafter, Seller's claims (over and above the initial $50,000) shall be limited in the aggregate to One Million and No/Dollars ($1,000,000.00), including costs and expenses. Furthermore, Seller must assert any claim hereunder within one (1) year after the Closing Date.
