Limitation of Losses. Notwithstanding any provision in this Agreement to the contrary, the aggregate Liability of each Seller for any and all Losses under this Agreement shall not exceed an amount equal to such Seller’s pro-rata portion of the Purchase Consideration (for Losses resulting or arising from a breach of any Fundamental Representation) received by such Seller or pro rata portion of the Indemnity Cap (for all other Losses), less the amount of such Losses recovered pursuant to the R&W Policy or any other applicable insurance policy or source of recovery in accordance with Section 9.07(f) hereof, provided however that no Seller shall have any liability for a breach of representation or warranty made by another Seller in Article IV.
Limitation of Losses. Except for each Party’s obligations of confidentiality and indemnification contained in this Agreement, neither Party shall be liable for consequential damages including, without limitation, loss of profits or indirect loss arising out of or in any way related to this Agreement.
Limitation of Losses. The indemnification provided for in Section 9.2 and Section 9.3 shall be subject to the following limitations:
Limitation of Losses. No claim for Indemnity under this Article VIII may be made for loss of profits or consequential losses or damages, it being the Intention at the Parties to limit such claims to direct liabilities, obligations, costs, expenses, damages or losses suffered as result of any breach, default or non-fulfillment contemplated by Sections 8.2 and 8.3.
Limitation of Losses. (a) The liabilities and obligations of the parties (including the Indemnifying Parties) under this Agreement shall be subject to the limitation (in addition to the other applicable limitations contained in this Article 8) that no Indemnifying Parties shall be responsible for any Losses until the cumulative aggregate amount thereof shall exceed Fifteen Thousand Dollars ($15,000.00) (the "Minimum Amount") in which case such Indemnifying Parties shall then be liable for all Losses; provided, however, MacDonald shall not be responsible for any Purchaser Losses resulting from the breach of any of the representations or warranties in Section 2.5 or Section 2.22 until the cumulative aggregate amount thereof shall exceed One Hundred Thousand Dollars ($100,000) (the "Basket Amount") in which case MacDonald will then be liable for all such Purchaser Losses; provided, further, however, if the facts or events giving rise to the breach of the representations or warranties in Section 2.5 or Section 2.22, would also independently breach other representations or warranties contained in other sections of Article 2, the Minimum Amount (rather than the Basket Amount) would apply to the breach of such other representations or warranties. The aggregate liability of (i) MacDonald for Purchaser Losses under Section 8.1(a), (c), (d), (e), (f), (g), (h) or (i) shall be Eleven Million Five Hundred Thousand Dollars ($11,500,000), and (ii) the Purchasers for Seller Losses under Section 8.2(a) shall be Eleven Million Five Hundred Thousand Dollars ($11,500,000). Notwithstanding anything to the contrary set forth in this Section 8.5, the dollar limitations in respect of the Minimum Amount and Basket Amount set forth in this Section 8.5 shall not apply to any claim relating to breach of a representation or warranty under Sections 2.1, 2.2, 2.3, 2.8, or 2.9, any claim related to a breach of a representation or warranty where CRG had Knowledge of such breach at Closing, any claim related to the payment by Purchasers of Dissenting Shareholder Costs or Option/Phantom Stock Costs, or any claim for any Tax Loss.
Limitation of Losses. No claim for indemnity under this Article 6 may be made for loss of profits or consequential losses or damages, or exemplary or punitive damages, it being the intention of the Parties to limit such claims to direct liabilities, obligations, costs, expenses, damages or losses suffered as a result of any breach, default or non-fulfillment contemplated by Articles 3 and 4 (for the purposes of this section 6.3, hereinafter referred to as "Losses"). In addition, no claim for indemnity under this Article 6 may be made for Losses, unless and until such Losses exceed Fifteen Thousand Dollars ($15,000) in the aggregate.
Limitation of Losses. EXCEPT FOR EACH PARTY'S OBLIGATIONS OF CONFIDENTIALITY AND INDEMNIFICATION CONTAINED IN THIS AGREEMENT, NEITHER PARTY OR ITS AFFILIATES SHALL BE LIABLE FOR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR INDIRECT LOSS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.
Limitation of Losses. No claim for indemnity under this Article 6 may be made for loss of profits or consequential losses or damages, or exemplary or punitive damages, it being the intention of the Parties to limit such claims to direct liabilities, obligations, costs, expenses, damages or losses suffered as a result of any breach, default or non-fulfillment contemplated by Articles 3 and 4.
Limitation of Losses. In no event shall any Party have any liability to any other Party pursuant to this Agreement (including under this ARTICLE VIII) or the Ancillary Agreements for any consequential, special, indirect or punitive damages, except to the extent the applicable Losses constitute Third Party Claims.
Limitation of Losses. 14 SECTION 7.7. Exclusive Remedy........................................14 ARTICLE VIII MISCELLANEOUS....................................................14
