Common use of LIMITATIONS ON AMOUNT--BUYER Clause in Contracts

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 until the total of all Damages with respect to such matters exceeds $50,000, and then only for the amount by which such Damages exceed $50,000. However, this Section 10.7 will not apply 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.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Cogenco International Inc), Stock Purchase Option Agreement (Cogenco International Inc), Amended and Restated Stock Purchase Agreement (Genesis Solar Corp)

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LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 10.3 until the total of all Damages with respect to such matters exceeds $50,00025,000, and then only for the amount by which such Damages exceed $50,00025,000. However, this Section 10.7 10.6 will not apply 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.

Appears in 2 contracts

Samples: 11 Stock Purchase Agreement (Master Graphics Inc), 14 Stock Purchase Agreement (Master Graphics Inc)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 8.4 until the total of all Damages with respect to such matters exceeds $50,000, and then only for the amount by which such Damages exceed $50,000. However, this Section 10.7 8.7 will not apply 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.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Nutriceuticals Com Corp), Agreement and Plan of Reorganization (Dynamic Health Products Inc)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 11.4 until the total of all Damages with respect to such matters exceeds $50,000, and then only for the amount by which such Damages exceed $50,000. However, this Section 10.7 11.7 will not apply 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Resources & Development Co)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (aclaims under Section 11.4(a) or (b) of Section 10.4 until the total of all Damages with respect to such matters exceeds $50,000, 500,000 and then only for the amount by which such Damages exceed $50,000500,000. However, this Section 10.7 11.6 will not apply to claims under Section 11.4(b) through (e) or matters arising in respect of Section 4.4 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Allete Inc)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 until the total of all Damages with respect to such matters exceeds $50,00010,000, and then only for the full amount by which of such Damages exceed $50,000Damages. However, this Section 10.7 will not apply 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Shields Corp/Oh/)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 6.3 until the total of all Damages with respect to such matters exceeds $50,000, and then only 50,000 (which for greater certainty does not apply to Buyer’s obligations in relation to the amount by which such Damages exceed $50,000Purchase Price under Section 2 of this Agreement). However, this Section 10.7 6.6 will not apply to any Breach of any of Buyer's ’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 made, any intentional Breach by Buyer of any covenant or obligation, or in the event of fraud, and Buyer will be liable for all Damages with respect to such Breaches.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ceco Environmental Corp)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (aSECTION 9.5(a) or (b) until Sellers shall have suffered Damages in excess of Section 10.4 until the total of all Damages with respect a $50,000 threshold, at which point Buyer will be obligated to such matters exceeds $50,000, indemnify Sellers from and then only for the amount by which against such Damages exceed in excess of $50,000. However, this Section 10.7 SECTION 9.8 will not apply to any Breach 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 breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breachesbreaches.

Appears in 1 contract

Samples: Stock Purchase Agreement (Barrister Global Services Network Inc)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 until the total of all Damages with respect to such matters exceeds $50,000, and then only for the amount by which such Damages exceed $50,000. However, this Section 10.7 will not apply to any intentional Breach of any of Buyer's representations and warranties of which Buyer had Knowledge actual 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Integrated Orthopedics Inc)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 until the total of all Damages with respect to such matters exceeds $50,000250,000, and then only for the amount by which such Damages exceed $50,000250,000. However, this Section 10.7 will not apply 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.

Appears in 1 contract

Samples: Purchase Agreement (Nexstar Pharmaceuticals Inc)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or ), clause (b) or, to the extent relating to any failure to perform or comply prior to the Closing Date, clause (c) of Section 10.4 11.3 until the total of all Damages with respect to such matters exceeds $50,000100,000, and then only for the amount by which such Damages exceed $50,000100,000. Buyer's total liability for breaches of representations and warranties of this Agreement shall be limited to $2,500,000. However, this Section 10.7 11.7 will not apply 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 any Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

Appears in 1 contract

Samples: Noncompetition Agreement (Pacific Coast Apparel Co Inc)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 until the total of all Damages with respect to such matters exceeds Ten Thousand US Dollars ($50,00010,000.00), and then only for the amount by which such Damages exceed Ten Thousand US Dollars ($50,00010,000.00). However, this Section 10.7 will not apply 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.

Appears in 1 contract

Samples: Share Purchase Agreement (Global Gold Corp)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 10.3 until the total of all Damages with respect to such matters exceeds $50,00085,000, and then only for the amount by which such Damages exceed $50,000such amount. However, this Section 10.7 10.5 will not apply to any Breach 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 breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breachesbreaches. Notwithstanding the foregoing, the Buyer shall not be liable for aggregate Damages in excess of $1,700,000.

Appears in 1 contract

Samples: Stock Purchase Agreement (Allied Healthcare International Inc)

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LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 until the total of all Damages with respect to such matters exceeds $50,00025,000, and then only for the amount by which such Damages exceed $50,00025,000. However, this Section 10.7 will not apply 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Morton Industrial Group Inc)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 until the total of all Damages with respect to such matters exceeds $50,000, and then only for the amount by which such Damages exceed $50,000, up to an aggregate maximum of $750,000. However, this Section 10.7 will not apply 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Morton Industrial Group Inc)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (aclaims under Section 11.4(a) or (b) of Section 10.4 until the total of all Damages with respect to such matters exceeds $50,000, 500,000 and then only for the amount by which such Damages exceed $50,000500,000. However, this Section 10.7 11.6 will not apply to claims under Section 11.4(b) through (d) or matters arising in respect of Section 4.4 or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Allete Inc)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 until the total of all Damages with respect to such matters exceeds $50,000, 25,000 and then only for the amount by which with such Damages exceed $50,00025,000. However, this Section 10.7 10.6 will not apply to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge knowledge at any time prior to the date on which such representation and warranty is made or of any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breachesbreaches.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tel Instrument Electronics Corp)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) A. or (b) B. of Section 10.4 10.4. until the total of all Damages with respect to such matters exceeds $50,000, and then only for the amount by which such Damages exceed $50,00037,500.00. However, this Section 10.7 10.7. will not apply 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Infocure Corp)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 11.4 until the total of all Damages with respect to such matters exceeds $50,0003,000,000, and then only for the amount by which such Damages exceed $50,0003,000,000. However, this Section 10.7 11.7 will not apply 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quiksilver Inc)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 9.3 until the total of all Damages with respect to such matters exceeds $50,00020,000, and then only for the amount by which such Damages exceed $50,00020,000. However, this Section 10.7 9.6 will not apply 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eb2b Commerce Inc /Ny/)

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 9.4 until the total of all Damages with respect to such matters exceeds $50,000, and then only for the amount by which such Damages exceed $50,000. However, this Section 10.7 9.7 will not apply 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Morton Industrial Group Inc)

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