Common use of Maximum liability cap Clause in Contracts

Maximum liability cap. Sellers shall only be liable to Buyer hereunder for breaches of this Agreement or any of the Closing Documents, including any breach of a Sellers’ Warranty and any indemnification obligations hereunder, with respect to which (A) the valid claims for all such breaches collectively aggregate more than the Liability Threshold (provided, however, that once the Liability Threshold has been reached Sellers shall be liable for all claims back to dollar zero), and (B) such breach existed on the applicable Closing Date and a claim is made by Buyer against Sellers with respect to such claim on or before expiration of the Representation Sunset Period; provided, however, that the Liability Threshold shall be allocated between Sellers based on the proportion of the aggregate Property Purchase Prices of the VMP Properties to the aggregated Property Purchase Prices of the MSR II Properties. Each Seller shall indemnify and defend Buyer and its Affiliates against, and hold Buyer and its Affiliates harmless from, any and all Liabilities incurred in connection with, arising out of, resulting from or incident to (i) any breach or inaccuracy of any of Sellers’ Warranties of such Seller and (ii) any breach of any covenant or agreement made by such Seller in this Agreement or any of the Closing Documents; provided, however, that in any event, each Seller’s aggregate liability under this Agreement shall be limited to its proportionate share of the Liability Cap based on the proportion of the aggregate Property Purchase Prices of the VMP Properties to the aggregated Property Purchase Prices of the MSR II Properties, except any Liabilities resulting from (x) (i) a breach of any of Sellers’ Warranties based on fraudulent or willful misrepresentation by a Seller Party with respect to any matter set forth in Section 7.2 or Exhibit C or in any of the Closing Documents or (ii) such Seller’s breach of or default under Section 8.2 shall not be subject to the Liability Cap or the Representation Sunset Period and (y) a breach of any of the Seller Fundamental Representations shall not be subject to the Liability Cap.

Maximum liability cap. Sellers Seller shall only be liable to Buyer hereunder for breaches of this Agreement or any of the Closing Documents, including any breach of a Sellers’ Seller’s Warranty and any indemnification obligations hereunder, with respect to which (A) the valid claims for all such breaches collectively aggregate more than Eight Hundred Eighty-Eight Thousand Six Hundred Eighty-Eight and 00/100 Dollars ($888,688.00) (the “Liability Threshold Threshold”) (provided, however, that once the Liability Threshold has been reached Sellers Seller shall be liable for all claims back to dollar zero), and (B) such breach existed on the applicable Closing Date and a claim is made by Buyer against Sellers with respect to such claim Seller on or before expiration of the Representation Sunset Seller’s Survival Period; provided, however, that the Liability Threshold shall be allocated between Sellers based on the proportion of the aggregate Property Purchase Prices of the VMP Properties to the aggregated Property Purchase Prices of the MSR II Properties. Each Seller shall indemnify and defend Buyer and its Affiliates against, and hold Buyer and its Affiliates harmless from, any and all Liabilities incurred in connection with, arising out of, resulting from or incident to (i) any breach or inaccuracy of any of Sellers’ Seller’s Warranties of such Seller and (ii) any breach of any covenant or agreement made by such Seller in this Agreement or any of the Closing Documents; provided, however, that in any event, each Seller’s aggregate liability under this Agreement shall be limited to its proportionate share of the Liability Cap based on the proportion of Twenty-Six Million Five Hundred Seventy Thousand Six Hundred Forty-Five and 00/100 Dollars ($26,570,645.00) in the aggregate Property Purchase Prices of (the VMP Properties to the aggregated Property Purchase Prices of the MSR II Properties“Cap”), except any Liabilities resulting from (x) (i) a breach of any of Sellers’ Seller’s Warranties based on fraudulent or willful misrepresentation by a Seller Party with respect to any matter set forth in Section 7.2 or Exhibit C D or in any of the Closing Documents or (ii) such Seller’s breach of or default under Section 8.2 shall not be subject to the Liability Cap or the Representation Sunset Seller’s Survival Period and (y) a breach of any of the Seller Fundamental Representations shall not be subject to the Liability Cap.

Maximum liability cap. Sellers Seller shall only be liable to Buyer hereunder for breaches of this Agreement or any of the Closing Documents, including any breach of a Sellers’ Seller’s Warranty and any indemnification obligations hereunder, with respect to which (A) the valid claims for all such breaches collectively aggregate more than Ninety-Two Thousand Eight Hundred Seventy-Three and 00/100 Dollars ($92,873.00) (the “Liability Threshold Threshold”) (provided, however, that once the Liability Threshold has been reached Sellers Seller shall be liable for all claims back to dollar zero), and (B) such breach existed on the applicable Closing Date and a claim is made by Buyer against Sellers with respect to such claim Seller on or before expiration of the Representation Sunset Seller’s Survival Period; provided, however, that the Liability Threshold shall be allocated between Sellers based on the proportion of the aggregate Property Purchase Prices of the VMP Properties to the aggregated Property Purchase Prices of the MSR II Properties. Each Seller shall indemnify and defend Buyer and its Affiliates against, and hold Buyer and its Affiliates harmless from, any and all Liabilities incurred in connection with, arising out of, resulting from or incident to (i) any breach or inaccuracy of any of Sellers’ Seller’s Warranties of such Seller and (ii) any breach of any covenant or agreement made by such Seller in this Agreement or any of the Closing Documents; provided, however, that in any event, each Seller’s aggregate liability under this Agreement shall be limited to its proportionate share of the Liability Cap based on the proportion of Two Million Eight Hundred Seventy-Six Thousand One Hundred Ninety and 00/100 Dollars ($2,876,190.00) in the aggregate Property Purchase Prices of (the VMP Properties to the aggregated Property Purchase Prices of the MSR II Properties“Cap”), except any Liabilities resulting from (x) (i) a breach of any of Sellers’ Seller’s Warranties based on fraudulent or willful misrepresentation by a Seller Party with respect to any matter set forth in Section 7.2 or Exhibit C D or in any of the Closing Documents or (ii) such Seller’s breach of or default under Section 8.2 shall not be subject to the Liability Cap or the Representation Sunset Seller’s Survival Period and (y) a breach of any of the Seller Fundamental Representations shall not be subject to the Liability Cap.