Limitations on Amount Sample Clauses
The 'Limitations on Amount' clause sets a maximum cap on the financial liability or obligations that one party may incur under a contract. Typically, this clause specifies a dollar amount or formula that limits how much a party can be required to pay in damages, indemnification, or other monetary claims arising from the agreement. By establishing a clear upper boundary on potential losses, this clause provides predictability and risk management for both parties, ensuring that exposure to financial risk is controlled and not open-ended.
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Limitations on Amount. (a) ▇▇. ▇▇▇▇▇▇ and Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of ▇▇. ▇▇▇▇▇▇ and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of ▇▇. ▇▇▇▇▇▇ or Seller.
(b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer.
(c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified.
(d) [Reserved]
(e) [Reserved]
(f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received ...
Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided...
Limitations on Amount. Buyer will have liability (for indemnification or otherwise) with respect to claims under Section 11 only for an amount equal to the amount of the Purchase Price paid by Buyer as of the date that the claim for indemnification is made.
Limitations on Amount. BUYER Buyer will have no liability (for indemnification or otherwise) with respect to claims under Section 6.4(a) until the total of all Damages with respect to such matters exceeds $25,000.00 and then only for the amount by which such Damages exceed $25,000.00. However, this Section 6.6 will not apply to claims under Section 6.4(b) through (e) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.
Limitations on Amount. (a) Except as provided in subparagraph (b) below, neither Ashford Trust OP nor Ashford Trust TRS shall have any liability under Section 8.1 for any Losses hereunder (i) unless and until the aggregate total amount of all such Losses for which Ashford Trust OP or Ashford Trust TRS would, but for this provision, be liable exceeds, on a cumulative basis, one percent (1%) of the aggregate of the Property Purchase Price and the TRS Purchase Price on the Closing Date, and then only to the extent of such excess, (ii) in excess of, on a cumulative basis, five percent (5%) of the aggregate of the Property Purchase Price and the TRS Purchase Price.
(b) The limitations set forth in Section 8.6(a) above shall not apply to any Losses resulting from Claims made under Section 8.1(c).
Limitations on Amount the Acquiror. No Company Indemnified Party shall be entitled to indemnification pursuant to Section 11.3, unless and until the aggregate amount of Damages to all Company Indemnified Parties with respect to such matters under Section 11.4 exceeds US $100,000, at which time, the Company Indemnified Parties shall be entitled to indemnification for the total amount of such Damages in excess of US $100,000.
Limitations on Amount. (a) ACN will have no liability to indemnify any NetRatings Indemnified Person for any Damages under Section 8.2 except and to the extent that the total of all Damages incurred by NetRatings Indemnified Persons thereunder exceeds $375,000. Notwithstanding anything to the contrary herein, in no event shall ACN be obligated to indemnify the NetRatings Indemnified Persons, together, for Damages under clause (i) of Section 8.2 exceeding $13,750,000 in the aggregate.
(b) NetRatings will have no liability to indemnify any Company Indemnified Person for any Damages under clause (i) of the first sentence of Section 8.3 (other than a claim for indemnification based upon a breach of or default under Sections 5.16 or 5.17) except and to the extent that the total of all Damages incurred by Company Indemnified Persons thereunder exceeds $375,000. Notwithstanding anything to the contrary herein, in no event shall NetRatings be obligated to indemnify the Company Indemnified Persons, together, for Damages under clause (i) the first sentence of Section 8.3 (other than in connection with claims for indemnification based upon a breach of or default under Sections 5.16 or 5.17) exceeding $13,750,000 in the aggregate.
Limitations on Amount. 47 11.7 Procedure for Indemnification--Third-Party Claims......................... 48 11.8 Procedure for Indemnification--Other Claims............................... 49 11.9
Limitations on Amount. Neither party hereto will have any liability (for indemnification or otherwise) with respect to the matters described in Section 9.1 (as to the Shareholders) or 9.2 (as to Parent and Surviving Corporation) until the total of all Damages of the Indemnified Party with respect to such matters exceeds $75,000 in the aggregate (the "Basket"), and then the Indemnifying Party shall be responsible to the Indemnified Party for all Damages based thereon from the first dollar of Damages without regard to the Basket; provided, however, the Basket (as it applies to the Shareholders as the Indemnifying Party) shall not apply to any claim for indemnification arising out of a breach of any representations, warranties or covenants contained in Sections 3.3, 3.4, 3.6, 3.9, 3.12(b-d) or 3.19, and the Shareholders' obligation to discharge all liabilities not assumed by Parent or Surviving Corporation. The maximum liability, that will payable by either party hereto to the other party, respectively, with respect to the matters described in Section 9.1 or 9.2, respectively, will be limited to Two Million Dollars ($2,000,000) in the aggregate (the "Cap"); provided, however, this Cap will not apply to a claim for indemnification arising out of a breach of any of the Company's or the Shareholders representations, warranties or covenants contained in Sections 3.4, 3.6, 3.7, 3.9, 3.10, 3.11, 3.12(b-d) or 3.19, Damages resulting from willful or intentional misrepresentations and the Shareholders' obligation to discharge all liabilities not assumed by Parent or Surviving Corporation.
Limitations on Amount. Notwithstanding anything to the contrary contained herein, the maximum amount which either party may recover from the other for a breach of any representation, warranty, covenant or obligation under this Agreement required to be performed by such party on or prior to Closing shall not exceed US $100,000 in the aggregate; provided, further, however that no party shall be entitled to indemnification pursuant to this Article Xl unless and until the aggregate amount of Damages to such party exceeds US $100,000, at which time, subject to the foregoing cap on the maximum amount payable, such party shall be entitled to indemnification for the total amount of such Damages in excess of US $100,000.