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) In no event shall either party have the right to loss of profits or consequential, incidental, special or punitive damages of any kind whatsoever.
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. 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. (a) Xx. Xxxxxx 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 Xx. Xxxxxx 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 Xx. Xxxxxx or Seller.
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.
Limitations on Amount. (a) Except with respect to claims resulting or arising from or based upon fraud, the Parent Indemnified Persons shall not have any right to indemnification or to be held harmless under Section 11.2(a) for the breach of any of the Company’s representations and warranties, except for breaches of any of the representations or warranties in Sections 3.1 (Organization and Good Standing), 3.2 (Authority), 3.3 (No Conflict), 3.4 (Capitalization), 3.5 (Subsidiaries), 3.13 (Tax Matters), 3.15 (Employee Benefits), 3.17 (Legal Proceedings; Orders), 3.24 (Intellectual Property), 3.25 (Certain Payments) or 3.32 (HIPAA/HITECH Compliance) (collectively, the “Fundamental Representations”), until the aggregate of all Damages exceeds $250,000 (the “Deductible Amount”), in which event the Securityholders shall be responsible for and the Parent Indemnified Persons shall be indemnified for all Damages in excess of such amount. Any claim for indemnification for the breach by the Company of any of the Fundamental Representations or any claim for indemnification based upon any of Sections 11.2(b) through and including 11.2(m) and any of the matters set forth therein may be made regardless of whether the amount of Damages exceeds or is less than the Deductible Amount and the Securityholders shall be obligated to indemnify and hold harmless the Parent Indemnified Persons for, the entire amount of such Damages up to the aggregate limit set forth in this Section 11.4. A claim for Damages resulting or arising or based upon fraud may be made regardless of whether the amount of Damages exceeds or is less than the Deductible Amount and Securityholders shall be obligated to indemnify and hold harmless the Parent Indemnified Person for the entire amount of such Damages.
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. None of InterCept, Buyer or the --------------------- Shareholders will have liability (for indemnification or otherwise) with respect to the matters described in clause 10.2(a) or 10.2(b) or for any other matter unless and until the total of all damages with respect to such matters exceeds $25,000. However, this provision in Section 10.3(c) will not apply to any breach of any of the representations and warranties of the Company, the Shareholders, InterCept or the Buyer where said party had knowledge at any time prior to the date on which such representation or warranty is made that the representation or warranty was not accurate. Further, the provisions of this Section 10.3(c) will not apply to an intentional breach by either the Buyer, InterCept or the Shareholders of any covenant or obligation.
