Damages from Purchaser Sample Clauses
The "Damages from Purchaser" clause defines the circumstances under which the purchaser is responsible for compensating the seller for losses or damages arising from the purchaser's actions or breaches of the agreement. Typically, this clause outlines the types of damages covered, such as direct losses, costs, or expenses incurred due to the purchaser's failure to fulfill contractual obligations. Its core practical function is to allocate risk by holding the purchaser accountable for any harm caused to the seller, thereby encouraging compliance and providing a clear remedy in case of breach.
Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 6.3(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Indemnified Parties arising pursuant to Section 6.3(a) exceeds $75,000, in which event the accumulated aggregate amount of all such Damages may be recovered, up to a maximum of the Indemnity Cap. Such limitation shall have no application to any claim to recover Damages based on any incorrectness in or breach of any representation or warranty of the Purchaser in this Agreement resulting from intentional misrepresentation, wilful breach or fraud by the Purchaser, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.3(b).
Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 6.4(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Indemnified Parties arising pursuant to Section 6.4(a) exceeds $[***Amount redacted], in which event the accumulated aggregate amount of all such Damages may be recovered up to: (a) in respect of any claim to recover Damages based on any incorrectness in or breach of the Purchaser Fundamental Representations and Warranties, a maximum of the value of the Purchase Price, or (b) in respect of any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Purchaser pursuant to the indemnities in Section 6.4(a), $[***Amount redacted]. Such limitation shall have no application to any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Purchaser in this Agreement resulting from fraud, fraudulent misrepresentation or intentional misrepresentation by the Purchaser, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.3(2) or 6.4(b).
Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 6.3(a) unless and until the accumulated aggregate amount of Damages of the Vendor Indemnified Parties arising pursuant to Section 6.3(a) exceeds the Claim Basket, in which event the accumulated aggregate amount of all such Damages in excess of the Claim Basket may be recovered. Such limitation shall have no application to any Indemnity Claim based on any incorrectness in or breach of (i) any Purchaser Fundamental Representation, or (ii) any other representation or warranty of the Purchaser in this Agreement resulting from fraud or intentional misrepresentation by the Purchaser, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.3(b).
Damages from Purchaser. Notwithstanding anything contained in this Agreement to the contrary, (i) the Purchaser shall not be liable for any amounts for which the Vendor’s Indemnified Parties are otherwise entitled to indemnification pursuant to Section 6.3 unless the aggregate amount of all Damages for which the Vendor’s Indemnified Parties are entitled to indemnification pursuant to Section 6.3 exceeds, on a cumulative basis, $1,440,000, and then only to the extent of such excess, (ii) no Damages may be claimed by a Vendor’s Indemnified Party under Section 6.3, and no Damages shall be included in calculating the aggregate Damages set forth in clause (i) of this Section 6.6(2), other than Damages in excess of $100,000 resulting from any single claim or series of claims arising from the same or related facts (it being understood that more than one claim from customers with respect to the same or related facts shall be deemed to be related), and (iii) the Purchaser shall not be required to make indemnification payments pursuant to Section 6.3 to the extent the indemnification payments thereunder would exceed:
(a) in the case of a claim under Section 6.3(a), except those arising from a breach of the Purchaser Fundamental Representations, 15% of the Base Purchase Price; or
(b) in the case of a claim under Section 6.3(a) arising from a breach of the Purchaser Fundamental Representations, and in the case of a claim under Sections 6.3(b), 6.3(c), 6.3(d) and 6.3(e), the Base Purchase Price. For the avoidance of doubt, in no event, subject to the following sentence, shall the Purchaser’s aggregate liability pursuant to Section 6.2 exceed the Base Purchase Price, notwithstanding the breach of more than one subsection of Section 6.2. Notwithstanding the foregoing, the caps, thresholds and limitations in this Section 6.6(2) shall not apply in the case of fraud of the Purchaser.
Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 7.3(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Indemnified Parties arising pursuant to Section 7.3(a) exceeds the Aggregate Claim Threshold, in which event the accumulated aggregate amount of all such Damages may be recovered. No Damages may be recovered from the Purchaser pursuant to Section 7.3(a) in excess of the General Cap. The limitations described in the Aggregate Claim Threshold and the General Cap shall have no application to (i) any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Purchaser in this Agreement resulting from fraud by the Purchaser, (ii) any claim to recover Damages based on any incorrectness in or breach of the representations and warranties in Section 4.3(27), nor shall the limitation be construed to apply to the indemnity in Section 7.3(b).
Damages from Purchaser. (a) The Purchaser shall have no liability under this Agreement and no Damages may be recovered from the Purchaser unless the Claims of any Seller Indemnitee exceed, in the aggregate, the Deductible, in which case the liability of the Purchaser shall be limited to the amount by which such Claims exceed the Deductible.
(b) The Seller Indemnitees shall not be entitled to recover any Damages for any Claim (or series of Claims arising from similar events or facts) where the Damages relating to each such Claim are less than the Per Claim Threshold, and such Damages shall not be counted toward the Deductible.
(c) The Seller Indemnitees will not be entitled to recover under this Article 9 an aggregate amount in excess of the Cap.
(d) Notwithstanding any other provisions of this Agreement, the limitations set forth in Section 9.4(2)(a), Section 9.4(2)(b) and Section 9.4(2)(c) shall not apply to any Claim by the Seller Indemnitees (i) involving fraud, fraudulent or willful misconduct or intentional or gross fault the Purchaser; (ii) based on the incorrectness or breach of the Purchaser’s Fundamental Representations; nor (iii) shall the limitations be construed to apply to any of the indemnities set out in Section 9.3(b).
Damages from Purchaser. Subject to Sections 6.5(c) and 6.5(d) but notwithstanding anything else contained in this Agreement to the contrary, (i) the Purchaser shall not be liable for any amounts for which the Vendor Indemnified Parties are otherwise entitled to indemnification pursuant to Section 6.2(a) unless the aggregate amount of all Damages for which the Vendor Indemnified Parties are entitled to indemnification pursuant to Section 6.2(a) exceeds, on a cumulative basis, the Aggregate Claim Threshold and then only to the extent of such excess and (ii) the Purchaser shall not be required to make indemnification payments pursuant to Section 6.2(a) to the extent the indemnification payments thereunder would exceed, in the aggregate, $45,000,000.
Damages from Purchaser. Notwithstanding anything contained in this Agreement to the contrary, from and after Closing, the Purchaser shall not be liable for any amounts for which each Vendors’ Indemnified Parties are otherwise entitled to indemnification pursuant to Section 7.3(a) (other than a breach of the Purchaser’s Fundamental Representations) unless the aggregate amount of all Damages for which such Vendors’ Indemnified Parties are entitled to indemnification pursuant to Section 7.3(a) exceeds, on a cumulative basis, the Aggregate Claim Threshold in which event the accumulated aggregate amount of all Damages may be recovered from the Purchaser.
Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 6.4(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Indemnified Parties arising pursuant to Section 6.4(a) exceeds $250,000, in which event the accumulated aggregate amount of all such Damages may be recovered up to: (a) in respect of any claim to recover Damages based on any incorrectness in or breach of the Purchaser Fundamental Representations and Warranties, a maximum of the value of the Purchase Price, or (b) in respect of any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Purchaser pursuant to the indemnities in Section 6.4(a), $27,500,000. Such limitation shall have no application to any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Purchaser in this Agreement resulting from fraud, fraudulent misrepresentation or intentional misrepresentation by the Purchaser, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.3(2) or 6.4(b).