Limitations on Indemnification by Sellers. The indemnification of the Seller Indemnified Parties provided for in Section 11.1 shall be limited in certain respects as follows:
Limitations on Indemnification by Sellers. The indemnification provided for in Sections 6.13 and 8.2 shall be subject to the following limitations:
Limitations on Indemnification by Sellers. (a) With respect to the matters described in Sections 6.1(a)(i) and 6.1(c)(i), Sellers will have no liability with respect to such matters until the Buyer Indemnitees have suffered aggregate Adverse Consequences by reason of all such breaches in excess of $46,500 (the “Threshold”), after which point Sellers will be obligated to indemnify Buyer Indemnitees from and against all Adverse Consequences in excess of the Threshold; provided, that the foregoing limitations shall not apply in respect of any Adverse Consequences relating to (i) breaches of the Fundamental Representations or (ii) any intentional or fraudulent breach of a representation or warranty.
Limitations on Indemnification by Sellers. The Sellers will have no indemnification liability under this Agreement in excess of the Purchase Price provided further that this limit shall not apply with respect to claims for fraud or willful act.
Limitations on Indemnification by Sellers. Notwithstanding the foregoing, the right of Buyer Indemnified Parties to indemnification under Section 7.1 shall be subject to the following provisions:
Limitations on Indemnification by Sellers. The indemnification under Section 9.1(a)(i) above shall be subject to the following limitations:
Limitations on Indemnification by Sellers. Notwithstanding anything herein to the contrary, Sellers shall not be required to indemnify Buyer or Buyer’s Indemnitees except to the extent Losses exceed $25,000 and then only to the extent of any such excess and in no event shall Buyer or Buyer’s Indemnitees have any rights with respect to such excess except to offset any claims for Losses against the Note issued by Buyer to Sellers hereunder, subject to the right of Sellers to dispute such claims.
Limitations on Indemnification by Sellers. (a) With respect to claims for indemnification that may be made solely pursuant to Section 9.1(a)(i), Sellers will have no liability with respect to any such claim until Buyer Indemnitees have suffered aggregate Losses by reason of all such claims in excess of $110,000 (the “Threshold Amount”), after which point Sellers will be obligated to indemnify Buyer Indemnitees for the aggregate amount of such Losses from “dollar one” (i.e., not only for the excess over the Threshold Amount); provided, that the Threshold Amount limitation set forth in this Section 9.4(a) shall not apply in respect of any Losses relating to breaches or inaccuracies of the Fundamental Representations or in the case of fraud.
Limitations on Indemnification by Sellers. (a) Sellers shall not have any liability under Section 9.1(a)(i) hereof unless the aggregate amount of Losses to the Buyer Indemnified Parties finally determined to arise thereunder exceeds U.S.$225,000 (the "Basket") and, in such event, Sellers shall be required to pay the entire amount of such Losses in excess of the Basket, subject to the limitations set forth in Section 9.3(b) hereof; provided, however, that such limitation shall not apply to any Loss due to the failure of any of the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8(b), 4.12, 4.13, 4.17, 4.19, 4.25 and 4.26 to be true and correct as of the date hereof and as of the Closing Date.
Limitations on Indemnification by Sellers. Notwithstanding the foregoing provisions of Section 11.1, (a) the Sellers shall not be required to indemnify Purchaser unless the amount for which an indemnity would otherwise be payable by an applicable Seller under Section 11.1 exceeds the Basket Limitation and, in such event, the applicable Seller or Sellers shall be responsible for all such amounts from the first dollar of loss up to the Cap Limitation (provided that the Sellers’ obligations under Article 10 with respect to prorations and adjustments and the Sellers’ obligations under Section 14.2 with respect to brokers shall not be subject to the Basket Limitation or the Cap Limitation), (b) in no event shall the liability of each Seller with respect to the indemnification provided for in Section 11.1 exceed the Cap Limitation for such Seller’s Property (provided that the Sellers’ obligations under Article 10 with respect to prorations and adjustments and the Sellers’ obligations under Section 14.2 with respect to brokers shall not be subject to the Basket Limitation or the Cap Limitation), and (c) in the event Purchaser has actual knowledge or any Deemed Purchaser Knowledge of any inaccuracy or breach of any representation, warranty, or covenant of the Sellers contained in this Agreement (a “Purchaser Waived Breach”) after the Effective Date but prior to Closing, and nonetheless proceeds with and consummates Closing, then Purchaser shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, whether at law or in equity, on account of any such Purchaser Waived Breach. In no event shall Purchaser be entitled to seek or obtain consequential, speculative, special, punitive or exemplary damages against the Sellers.
