Limitations on Amount--Seller. If the Closing occurs, Seller shall have no liability under Section 10.02 until the total of all Damages indemnified thereunder exceeds one percent (1%) of the Purchase Price, and then Seller shall be liable for the entire amount of such Damages, not to exceed, however, fifteen percent (15%) of the Purchase Price. Notwithstanding the foregoing and anything to the contrary in the Agreement, no limit on liability under this Section and no deductible or liability threshold under this Agreement shall be applied to reduce Seller’s obligations under Section 10.02 with respect to Sections 2.02, 2.05, 2.08, 3.01, 3.02, 3.07(b), 3.09, 3.10, 3.12 (in regard to Part 3.12(d) of Seller’s Disclosure Schedule), 3.20, 5.02, 5.03, 10.02(c), 10.02(d), 10.02(f), 10.02(g), 10.02(h), 12.01, 12.02, 12.05, and 12.16 or Article 11. Seller's liability for a breach of Section 3.08 for matters arising between the Title Claim Date and the Closing shall be subject to the deductibles and limitations to the extent made applicable under Section 11.08 rather than this Section.
Limitations on Amount--Seller. Seller shall have no liability (for indemnification or otherwise) with respect to claims under Section 10.2(a) until the total of all Damages with respect to such matters exceeds $200,000.00 and then only for the amount by which such Damages exceed $200,000.00. Except for any fraud, willful misrepresentation, intentional Breach or the Breach of the representation contained in Sections 3.8, 3.13, 3.15 and 3.21, Seller's liability for Damages shall not exceed 50% of the Purchase Price.
Limitations on Amount--Seller. If the Closing occurs, Seller will have no liability under Section 10.02 until the total of all Damages indemnified thereunder exceeds $100,000, and then Seller will be liable for the entire amount of such Damages.
Limitations on Amount--Seller. (a) Basket Amount. Seller shall have no liability (for indemnification or otherwise) with respect to claims under Section 11.2(a) until the total of all Damages with respect to such matters exceeds one hundred thousand dollars ($100,000) ("Basket Amount"), whereupon indemnification will be payable only for Damages in excess of the Basket Amount. However, this Section 11.5 will not apply to claims for Damages under Section 11.3 or to matters arising in respect of Sections 3.15 (Taxes) or 3.22 (Environmental Matters) or to any Breach of any of Seller's representations and warranties of which the Seller had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Seller of any covenant or obligation, and Seller will be liable for all Damages with respect to such Breaches.
Limitations on Amount--Seller. (a) Seller shall not be liable for Damages arising in connection with its indemnification obligations under Section 9.2(a) and (b) hereof until the amount of such Damages exceeds $18,000,000 in the aggregate. If the aggregate amount of such Damages exceeds $18,000,000, Seller shall be liable for the amount of such Damages in excess of $18,000,000.
Limitations on Amount--Seller. Seller shall have no liability (for indemnification or otherwise) with respect to claims for breaches of representations and warranties under Section 11.2(a) until the total of all Damages with respect to such matters exceeds Ten Million Dollars ($10,000,000) (the "First Deductible") and then only for the amount by which such Damages exceed Ten Million Dollars ($10,000,000); provided, however, that any Damages which may be recovered from Seller arising out of or resulting from a breach of Section 3.4(a) with respect to the unaudited historical statements of revenues, costs and expenses of the Business for the calendar years ended December 31, 2002 and December 31, 2003 shall be subject to an additional deductible of Twenty-Five Million Dollars ($25,000,000) (the "Second Deductible"), and Seller shall have no liability (for indemnification or otherwise) with respect to claims for breaches of the representations in Section 3.4(a) with respect to the unaudited historical statements of revenues, costs and expenses of the Business for the calendar years ended December 31, 2002 and December 31, 2003 until the total of all Damages with respect to matters described in Section 11.2(a) exceed the sum of the First Deductible plus the Second Deductible. In no event shall Buyer be able to submit any claim to Seller for breaches of representations and warranties under Section 11.2(a), whether incurred as a result of single incident or a related series of incidents, unless the Damages under such claim are at least One Hundred Thousand Dollars ($100,000). Seller's aggregate liability for breaches of representations and warranties pursuant to Section 11.2(a) shall in no event exceed One Hundred Eighty One Million Two Hundred Fifty Thousand ($181,250,000). Notwithstanding the foregoing, none of the limitations set forth in this Section 11.5 will apply with respect to Damages arising out of any breach of Seller's representations and warranties contained in Sections 3.1 (Organization and Good Standing), 3.2(a) (Authority and Enforceability), 3.3(b) (Ownership of Research Systems, Inc.) and 3.21 (Brokers or Finders) and Seller will be liable for all Damages with respect to such breaches. Seller shall not be liable for any claim for indemnification under Section 11.2(a) to the extent that the breach of the representation or warranty was actually Known to Buyer as of the date of this Agreement.
Limitations on Amount--Seller a. Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a), clause (b) or, to the extent relating to any failure to perform or comply prior to the Option Exercise Date, clause (c) of Section 10.2 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.
Limitations on Amount--Seller. The Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or clause (b) of Section 10.2 until the total of all Damages with respect to such matters exceeds $50,000, at which time the Buyers shall be indemnified for the full amount of such Damages. However, this Section 10.5 will not apply to any Breach of the Seller's representations and warranties of which the Seller had Actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by the Seller of any covenant or obligation, and the Seller will be liable for all Damages with respect to such Breaches.
Limitations on Amount--Seller. (a) Seller shall have no liability (for indemnification or otherwise) with respect to matters described in Section 11.1(a)(ii) until the total of all Losses and Expenses of Buyer which Seller is liable exceeds US$500,000, and Seller shall then be liable for such amount of Losses and Expenses including US$500,000 subject to all applicable restrictions under this ARTICLE XI; provided further that no individual claim (or series of claims arising from substantially identical facts or circumstances) of Buyer shall constitute “Losses and Expenses” hereunder unless it is of an amount in excess of US$10,000 (or its equivalent). However this Section 11.4(a) shall not apply to (i) any Buyer Specified Claims or (ii) any matter involving fraud.
Limitations on Amount--Seller. (a) Seller shall have no liability (for indemnification (including any contribution) or otherwise) with respect to matters described in this Article XI until the total of all Damages with respect to such matters exceeds $300,000, and then only for the amount by which such Damages exceed $150,000, or, with respect to matters described in Section 11.2(c), until the total Damages with respect to such matters exceeds $150,000, and then only for the amount by which such Damages exceeds $150,000; provided, however, that to the extent Article III contains any materiality qualifications, such materiality qualifications will not be taken into account in determining the magnitude of the Damages occasioned by the Breach for purposes of calculating whether they are applied to the basket set forth above. Notwithstanding the foregoing, this Section 11.6(a) will not apply to matters arising in respect of Sections 2.1.
