Limitations on Seller’s Liability. Notwithstanding anything to the contrary in this Agreement, the liability of Seller under this Agreement and any documents delivered in connection herewith or contemplated hereby shall be limited as follows:
Limitations on Seller’s Liability. (i) All representations and warranties of Buyer made in this Agreement and all representations and warranties of Seller set forth in this Agreement shall be deemed to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, r...
Limitations on Seller’s Liability. The Sellers will not be liable under the indemnity provision in Section 7.2 in respect of any claim unless:
Limitations on Seller’s Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL SELLER OR ANY OTHER INDEMNITEE BE LIABLE TO BUYER IN CONTRACT, TORT OR OTHERWISE WITH RESPECT TO ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY CLOSING DOCUMENT OTHER THAN SELLER’S ACTUAL FRAUD. IN ADDITION, IN NO EVENT WILL SELLER OR ANY OTHER INDEMNITEE BE LIABLE TO BUYER UNLESS AND UNTIL THE AGGREGATE AMOUNT OF DAMAGES FOR WHICH SELLER IS OBLIGATED TO INDEMNIFY BUYER PURSUANT TO THIS AGREEMENT EXCEEDS THE SUM OF FIVE THOUSAND DOLLARS ($5,000.00) (THE “BASE AMOUNT”) WHEREUPON SELLER SHALL BE LIABLE FOR ALL SUCH DAMAGES, INCLUDING THE BASE AMOUNT, BUT IN NO EVENT WILL SELLER BE LIABLE TO BUYER FOR ANY DAMAGES TO THE BUYER IN EXCESS OF THE SUM OF FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00). Buyer’s Initials:
Limitations on Seller’s Liability. (a) Other than as set out in Section 9.3(a) or contained in the SH Subscription and Call Option Agreement, no Seller shall be required to settle any Liability by a cash payment to the Buyer, MSP or TMW in respect of a breach of this Agreement and/or the documents in the Agreed Form and the Buyer, MSP and TMW covenant not to xxx or otherwise seek to recover any cash or similar financial compensation from the Sellers in relation to any claim for breach of this Agreement and/or the documents in the Agreed Form, provided that Xxxxxxx complies with its obligations in this Section 9.5.
Limitations on Seller’s Liability. 9.1 The maximum aggregate liability of each Seller under or in respect of any claim under or in connection with this Agreement shall not exceed the amount of Consideration actually received by such Seller (other than a Claim in respect of the Warranties which shall be limited as provided for in Clause 9.2 and Schedule 5).
Limitations on Seller’s Liability. The liability of Seller under Section VIII.1. of this Agreement shall be without deduction or limitation, except that the liability of Seller under Section VIII.1.a., and Section VIII.1.d. and Section VIII.1.g (to the extent it relates to Sections VIII.1.a or VIII.1.d of this Agreement) shall:
Limitations on Seller’s Liability. Notwithstanding any other provision hereof, Sellers shall not be liable for any Losses under this Section 15. in excess of the aggregate amount of the Purchase Price received by Sellers at the time the claim for indemnification is made. Further, the indemnification provided for against Sellers in favor of the Buyer Indemnified Parties shall be, notwithstanding any other provision hereof, the exclusive remedy of the Buyer Indemnified Parties for claims against Sellers under or arising from this Agreement.
Limitations on Seller’s Liability. No liability shall attach to any Seller or Warrantor in respect of any claims under a Warranty or any other provision of this Agreement other than the covenants set out in Clauses 5.1, 5.2, 5.6 and 7 to the extent that a limitation set out in Schedule 5 applies. Each provision of Schedule 5 shall be read and construed without prejudice to each of the other provisions of Schedule 5.
Limitations on Seller’s Liability. In this schedule references to a Warranty Claim include references to a claim for a breach of a Repeated Warranty and references to a Warranty Claim also include a claim by the Buyer to be indemnified under clause 5.3 save that paragraphs 1.1, 1.2, 3.2 and 4.1 of this schedule shall not apply to any claim to be indemnified under clause 5.3.
