Common use of Liability Limits Clause in Contracts

Liability Limits. Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim for indemnification under this Article X for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds Three Million Dollars ($3,000,0000) (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties may only claim indemnification for Purchaser Losses exceeding the Purchaser Basket; provided, however, the Surviving Obligations and the Surviving Representations shall not be subject to the Purchaser Basket. The amount of Purchaser Losses otherwise payable to the Purchaser Indemnified Parties pursuant to this Article X shall be net of (a) any Tax Benefits actually realized by the Purchaser or the Company directly as a result of such Purchaser Losses (any such Tax Benefit to be determined after taking into consideration any Tax effect of the indemnification payment made to the Purchaser with respect to such Purchaser Loss), (b) any insurance proceeds actually received by the Purchaser Indemnified Parties under insurance policies maintained by the Company prior to the Closing Date directly resulting from such Purchaser Losses, and (c) any insurance proceeds actually received by the Purchaser Indemnified Parties under any professional liability insurance policies (whether maintained prior to or on or after the Closing Date) directly resulting from such Purchaser Losses. No liability shall attach to the Company and its Subsidiaries in respect of any claim if such claim would not have arisen but for a change in legislation or accounting policies made after the Closing Date or a change in interpretation of the Law as determined by a court or pursuant to an administrative rule-making decision. The sole and exclusive source of funds for satisfaction of all Purchaser Losses shall be the General Escrow Fund.

Liability Limits. Notwithstanding anything The agreement should state which party will be liable for errors in the text of the ads and/or in the running of the ads in terms of times and placement. The agency will want to ensure that the advertiser is entirely responsible for approving the text and proofreading and that the agency has no liability for such tasks. The agency will also want to ensure that the agreement limits its liability to amounts it has received under the contract so that its risks 1 Readers are cautioned not to rely on this article as legal advice as it is no substitution for a consultation with an attorney in your state. Based on jurisdiction and time, the law varies and changes. remain proportionate to its revenue. The Liability Limit provision should also waives parties’ responsibility for indirect and other damages which are not “direct” legal damages. To explain further, “direct damages” are damages which are directly related to the contrary set forth hereinevent causing liability. For example, if I hit you with my car, the Purchaser Indemnified medical costs from your physical injuries are direct damages. Your inability to attend your business meeting in Omaha which resulted in your loss of an account and in the lost income from the account are “indirect damages”. Parties shall not make a claim limit liability for indemnification under this Article X for Purchaser Losses unless and until indirect damages because as the aggregate amount of such Purchaser Losses exceeds Three Million Dollars ($3,000,0000) (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties may only claim indemnification for Purchaser Losses exceeding the Purchaser Basket; provided, howeverscope is so hard to predict, the Surviving Obligations parties cannot accurately access the risk upon signing the agreement. Any party contributing text or graphics should warrant that its contribution does not infringe the rights of a third party, meaning that its creations are original. If your business does not have “errors and omissions” insurance, this coverage is available and will insure the Surviving Representations shall not be subject to business in the Purchaser Basketcase of copyright or trademark infringement matters. The amount of Purchaser Losses otherwise payable agency will want to be sure that the Purchaser Indemnified Parties pursuant to this Article X shall agreement waives all warranties which may be net of (a) any Tax Benefits actually realized implied by the Purchaser Uniform Commercial Code in its state. Although in most situations, implied legal warranties apply only to products rather than services, the conservative approach is to always include the language required by law to waive these warranties. Usually, the agreement will also include a provision which states that any party contributing content will indemnify the other if its creations infringe the rights of other parties. Indemnification means that in the event that the non-creating party gets sued by another party for copyright infringement, or other infringement of a third party’s rights, the Company directly as a result of such Purchaser Losses (any such Tax Benefit to be determined after taking into consideration any Tax effect of creating party must reimburse the indemnification payment made to the Purchaser with respect to such Purchaser Loss), (b) any insurance proceeds actually received by the Purchaser Indemnified Parties under insurance policies maintained by the Company prior to the Closing Date directly non-creating party for all costs and expenses resulting from such Purchaser Losses, and (c) any insurance proceeds actually received by the Purchaser Indemnified Parties under any professional liability insurance policies (whether maintained prior to or on or after the Closing Date) directly resulting from such Purchaser Losses. No liability shall attach to the Company and its Subsidiaries in respect of any claim if such claim would not have arisen but for a change in legislation or accounting policies made after the Closing Date or a change in interpretation of the Law as determined by a court or pursuant to an administrative rule-making decision. The sole and exclusive source of funds for satisfaction of all Purchaser Losses shall be the General Escrow Fundthis event.

Liability Limits. (a) From and after the Effective Time, the Company Stockholders shall have no liability for Losses in excess of the Escrow Shares except for Losses directly or indirectly related to (i) fraud by the Company or the Company Stockholders and (ii) any inaccuracy or misrepresentation in, or breach of, any of the Core Representations (collectively, the “Special Losses”); and the Company Stockholders shall be severally and not jointly liable for all Special Losses up to the Liability Cap. (b) From and after the Effective Time, the Company Stockholders shall have no liability for Losses in excess of the Escrow Shares and the Offset except for Losses directly or indirectly related to fraud by the Company or the Company’s Stockholders. (c) Notwithstanding anything else in this Agreement to the contrary, (i) under no circumstances shall the Company Stockholders be liable for Losses in excess of all Merger Consideration actually received by the Company Stockholders hereunder, excluding the Tax Grant Contingent Payment (the sum of all such Merger Consideration paid by Parent, and in the case of Parent Common Stock, measured using the same OUS Contingent Payment Average Closing Price or PMA Contingent Payment Average Closing Price, as applicable, used in calculating the number of shares of Parent Common Stock then payable under this Agreement, the “Liability Cap”), and (ii) under no circumstances shall any Company Stockholder be required to return any Merger Consideration already paid to such Company Stockholder except for Losses directly or indirectly related to fraud by the Company or the Company’s Stockholders. (d) Notwithstanding anything to the contrary set forth hereinin this Agreement, subject to Section 11.6(b) below, any Losses recoverable hereunder shall be reduced in amount by any Tax benefits and insurance proceeds realized by any Indemnified Party, and Parent and the Purchaser Indemnified Parties shall not make shall, as a claim for indemnification under condition to receiving any amounts hereunder or otherwise seeking recovery hereunder, use all reasonable efforts to realize such benefits or proceeds. (e) Notwithstanding anything to the contrary in this Article X for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds Three Million Dollars ($3,000,0000) (the “Purchaser Basket”)Agreement, in which no event shall the Purchaser Indemnified Parties may only claim indemnification for Purchaser Losses exceeding the Purchaser Basket; provided, however, the Surviving Obligations and the Surviving Representations shall not Carve-Out Plan Shares be subject to the Purchaser Basket. The amount of Purchaser Losses otherwise payable to obligations set forth in this Article XI. (f) After the Purchaser Effective Time, the Indemnified Parties pursuant to this Article X shall be net of (a) any Tax Benefits actually realized by the Purchaser or the Company directly as a result of such Purchaser Losses (any such Tax Benefit to be determined after taking into consideration any Tax effect of the indemnification payment made to the Purchaser sole and exclusive remedy with respect to such Purchaser Loss), (b) the subject matter of this Agreement or any insurance proceeds actually received by the Purchaser Indemnified Parties under insurance policies maintained by the each Company prior Related Agreement shall be pursuant to the Closing Date directly resulting from such Purchaser Lossesindemnification provisions set forth in this Article XI, and (c) any insurance proceeds actually received by the Purchaser Indemnified Parties under any professional liability insurance policies (whether maintained prior to or on or after the Closing Date) directly resulting from such Purchaser Losses. No liability shall attach to the Company and its Subsidiaries except as set forth in respect of any claim if such claim would not have arisen but for a change in legislation or accounting policies made after the Closing Date or a change in interpretation of the Law as determined by a court or pursuant to an administrative rule-making decision. The sole and exclusive source of funds for satisfaction of all Purchaser Losses shall be the General Escrow FundSection 12.13.

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, the Purchaser Indemnified Parties shall not make a claim for have no right to indemnification or payment under this Article X for Purchaser Losses unless and until Agreement with respect to, or based on, Taxes to the aggregate amount extent such Taxes (i) are attributable to any Tax period other than a Tax period (or portion of such Purchaser Losses exceeds Three Million Dollars a Straddle Period) ending on or before the Closing Date, ($3,000,0000ii) are due to the unavailability in any Tax periods (or portions thereof) beginning after the “Purchaser Basket”)Closing Date of any net operating losses, in which event credits or other Tax attributes from a Tax period (or portion thereof) ending on or before the Closing Date, (iii) result from any transactions or actions taken by, or omissions by, the Purchaser Indemnified Parties may only claim indemnification for Purchaser Losses exceeding or any of their Affiliates (including the Purchaser Basket; providedCompany) after the Closing that are not specifically contemplated by this Agreement, howeveror (iv) were already taken into account in the calculation of Indebtedness or Transaction Expenses, the Surviving Obligations and the Surviving Representations shall not be subject to the Purchaser Basketin each case as finally determined hereunder. The amount of Purchaser Losses otherwise payable Sellers will not have any obligation to indemnify, defend, reimburse and hold harmless the Purchaser Indemnified Parties pursuant to this Article X shall be net Section 9.1(a) in respect of (a) any Tax Benefits actually realized by Loss unless the Purchaser aggregate amount of all Losses incurred or the Company directly as a result of such Purchaser Losses (any such Tax Benefit to be determined after taking into consideration any Tax effect of the indemnification payment made to the Purchaser with respect to such Purchaser Loss), (b) any insurance proceeds actually received suffered by the Purchaser Indemnified Parties under insurance policies maintained by pursuant to Section 9.1(a) exceeds $100,000, at which point the Company prior full amount of all such Losses shall be recoverable, starting from the first dollar of such Losses; provided, however, that the foregoing limitations will not apply to claims for indemnification pursuant to Section 9.1(a) in respect of breaches of, or inaccuracies in, the Closing Date directly resulting from such Fundamental Representations or the representations and warranties set forth in Article X (Tax Matters). The Purchaser Losseswill not have any obligation to indemnify, defend, reimburse and (c) any insurance proceeds actually received by hold harmless the Purchaser Seller Indemnified Parties under any professional liability insurance policies (whether maintained prior to or on or after the Closing Date) directly resulting from such Purchaser Losses. No liability shall attach to the Company and its Subsidiaries in respect of any claim if such claim would not have arisen but for a change in legislation or accounting policies made after Loss unless the Closing Date or a change in interpretation of the Law as determined by a court or pursuant to an administrative rule-making decision. The sole and exclusive source of funds for satisfaction aggregate amount of all Purchaser Losses incurred or suffered by the Seller Indemnified Parties exceeds $100,000, at which point the full amount of all such Losses shall be recoverable, starting from the General Escrow Fundfirst dollar of such Losses; provided, however, that the foregoing limitations will not apply to (a) claims for the purchase price or (b) claims based upon fraud, willful misconduct or intentional misrepresentation.

Liability Limits. (a) Notwithstanding anything to the contrary set forth hereinin this Agreement, with respect to the Purchaser Specified Matter Indemnified Liabilities: (i) Seller shall be solely liable to the Buyer Indemnified Parties shall not make a claim for indemnification under this Article X for Purchaser Losses unless and all Specified Matter Indemnified Liabilities until the aggregate amount of such Purchaser Losses Specified Matter Indemnified Liabilities exceeds Three Million Dollars $2,500,000, ($3,000,0000ii) (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties may only claim indemnification for Purchaser Losses exceeding the Purchaser Basket; provided, however, the Surviving Obligations Seller and the Surviving Representations Company shall not each be subject to liable for 50% of all Specified Matter Indemnified Liabilities in excess of $2,500,000 until the Purchaser Basket. aggregate amount of Specified Matter Indemnified Liabilities exceeds $9,000,000, and (iii) the Company shall be solely liable for all Specified Matter Indemnified Liabilities in excess of $9,000,000. (b) The amount of Purchaser Losses otherwise payable any Indemnified Liabilities shall be limited to the Purchaser Indemnified Parties pursuant to this Article X shall be net of (a) any Tax Benefits actually realized by the Purchaser or the Company directly as a result amount of such Purchaser Losses (Indemnified Liabilities that remain after deducting therefrom any such Tax Benefit to be determined after taking into consideration amounts actually recovered by any Tax effect of the indemnification payment made to the Purchaser with respect to such Purchaser Loss), (b) any insurance proceeds actually received by the Purchaser Indemnified Parties Party under insurance policies maintained by the Company prior to the Closing Date directly resulting from such Purchaser Losses, and (c) any insurance proceeds actually received by the Purchaser Indemnified Parties under any professional liability applicable insurance policies (whether maintained net of any costs or expenses incurred in the collection thereof, including deductibles, and net of applicable premium adjustments). If the Indemnifying Party pays or reimburses (or causes to be paid or reimbursed) any amount of Indemnified Liabilities prior to any recovery by an Indemnified Party under applicable insurance policies, the Indemnified Party shall reimburse the Indemnifying Party (or on or after cause the Closing DateIndemnifying Party to be reimbursed) directly resulting from for any amounts actually recovered by such Purchaser Losses. No liability shall attach to the Company and its Subsidiaries in respect Indemnified Party (net of any claim if costs or expenses incurred in the collection thereof, including deductibles, and net of applicable premium adjustments) promptly following such claim would not have arisen but for a change in legislation or accounting policies made after the Closing Date or a change in interpretation Indemnified Party’s receipt of the Law as determined by a court or pursuant to an administrative rule-making decision. The sole and exclusive source of funds for satisfaction of all Purchaser Losses shall be the General Escrow Fundsuch insurance recovery.

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) Subject to Section 11.05(c) below, the Purchaser Buyer Indemnified Parties shall not make a claim for indemnification be entitled to recover any Buyer Losses under this Article X for Purchaser Losses Section 11.01(a) unless and until the aggregate amount of such Purchaser Buyer Losses exceeds Three Million Dollars (for which Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 11.01(a) exceed $3,000,0000) 100,000 (the “Purchaser BasketDeductible”), in at which event the Purchaser point Buyer Indemnified Parties may only claim shall become entitled to be indemnified for all such Losses incurred by Buyer Indemnified Parties in excess of the Deductible. (b) Subject to Section 11.05(c), the aggregate liability of each Seller for indemnification for Purchaser under Section 11.01(a) shall not exceed 50% of the aggregate Purchase Price paid by the Buyer to the particular Seller. (c) The limitations in subsections (a) and (b) of this Section 11.05 shall not apply to any Buyer Losses exceeding recoverable by Buyer Indemnified Parties as a result of any breach of a Seller Fundamental Representation or any Buyer Losses resulting from any actual fraud or intentional and willful misrepresentation by the Purchaser BasketSellers. (d) If any Buyer Losses or Seller Losses sustained by an Indemnified Party are covered by an insurance policy, or an indemnification, contribution, or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the Indemnified Party shall use commercially reasonable efforts to collect such insurance proceeds or indemnity, contribution, or similar payments; provided, however, the Surviving Obligations and the Surviving Representations that no Indemnified Party shall not be subject required to the Purchaser Basketinstitute any legal proceeding against any third party. The amount of Purchaser any Buyer Losses otherwise payable or Seller Losses subject to indemnification under Section 11.01 (Indemnification Obligations of the Sellers) or Section 11.02 (Indemnification Obligations of Buyer), as applicable, shall be determined net of any third-party insurance or indemnity, contribution or similar proceeds that have actually been recovered in cash by the Indemnified Party after deducting therefrom all deductible amounts, increases in premiums specifically tied to such recoveries and out-of-pocket costs and expenses of such recoveries in connection with the facts giving rise to the Purchaser right of indemnification. If any Indemnified Parties pursuant Party actually receives such insurance proceeds or indemnity, contribution, or similar payments after the settlement of any indemnification claim under Section 11.01 (Indemnification Obligations of the Sellers) or Section 11.02 (Indemnification Obligations of Buyer), as applicable, such Indemnified Party shall refund to this Article X shall be net of (a) any Tax Benefits actually realized by the Purchaser or Indemnifying Party the Company directly as a result amount of such Purchaser Losses (any such Tax Benefit to be determined after taking into consideration any Tax effect of the indemnification payment made insurance proceeds or indemnity, contribution, or similar payments, up to the Purchaser with respect to such Purchaser Loss), (b) any insurance proceeds amount actually received by the Purchaser Indemnified Parties under insurance policies maintained by the Company prior to the Closing Date directly resulting from in connection with such Purchaser Losses, and (c) any insurance proceeds actually received by the Purchaser Indemnified Parties under any professional liability insurance policies (whether maintained prior to or on or after the Closing Date) directly resulting from such Purchaser Losses. No liability shall attach to the Company and its Subsidiaries in respect of any claim if such claim would not have arisen but for a change in legislation or accounting policies made after the Closing Date or a change in interpretation of the Law as determined by a court or pursuant to an administrative rule-making decision. The sole and exclusive source of funds for satisfaction of all Purchaser Losses shall be the General Escrow Fundindemnification claim.