Seller’s Limitations. No Seller shall have any liability under Section 9.01 and no claim under Section 9.01 shall:
Seller’s Limitations. The Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.2(a) exceeds $250,000 (the “Basket”), and then only to the extent such Losses exceed the Basket. The aggregate amount of all Losses for which the Sellers shall be liable pursuant to Section 8.2(a) shall not exceed $250,000 (the “Cap”); provided, that the Buyer Indemnitees shall be entitled to seek recovery for any Losses in excess of the Cap from the R&W Policy.
Seller’s Limitations. 9.1. The total aggregate liability of the Seller in respect of all Claims shall be limited to the aggregate of the Consideration to the extent paid to the Seller from the Escrow Account and the Inter-Company Loan Amount.
Seller’s Limitations. (i) The aggregate liability of the Sellers pursuant to Section 8.2 shall under no circumstances exceed the Purchase Price; provided, however, that such limitation shall not apply to breach or inaccuracy of any Fundamental Representation or of any representation and warranty based on Fraud by any of the Sellers.
Seller’s Limitations. Seller will have no liability under Section 10.01(a) and no claim will accrue against Seller under Section 10.01(a) unless and until the total amount of Losses that would otherwise be indemnifiable by Seller in respect of claims arising under Section 10.01(a) exceeds $150,000 (the “Seller Deductible”) in the aggregate, at which time Buyer’s Indemnified Persons shall be entitled to indemnification for all Losses under Section 10.01(a) in excess of the Seller Deductible, provided that there shall be no minimum Loss requirement, and liability of Seller shall arise for all Losses, in respect of Losses resulting from Seller’s intentional misrepresentation or fraud, provided, further, that Seller’s liability for indemnification under Section 10.01(a) shall be limited to an amount equal to $3,000,000.
Seller’s Limitations. Neither Xxxx nor Sellers will have any Liability under Section 12.3(a) (other than arising out of any failure of any Fundamental Representation to be true and correct) (i) for any individual item, or group of related items, where the Damage relating thereto is less than $15,000 (the “Per Claim Threshold”); (ii) in respect of each individual item, or group of related items, where the Damage relating thereto is equal to or greater than the Per Claim Threshold, unless and until the aggregate amount of all Damages sustained by the Buyer Indemnified Parties exceeds $216,000 (the “Deductible”), at which point Xxxx and/or the Sellers will be liable for all Damages in excess of the Deductible up to a maximum aggregate Liability of $1,224,000 (the “Cap”); provided, however, that (x) the Per Claim Threshold will be reduced to $7,500 once the aggregate amount of all Damages sustained by the Buyer Indemnified Parties exceeds the Deductible, (y) the Per Claim Threshold, the Deductible and the Cap will not apply (A) to any Damages based upon, arising out of, or otherwise in respect of any, breach of any Fundamental Representations and (B) in instances of fraud, intentional misrepresentation or willful misconduct, and (z) any Damage incurred by a Buyer Indemnified Party resulting from a breach of Section 3.17 (Taxes) will not count towards the Deductible if such Damage is being indemnified pursuant to Section 12.3(e). In addition, the amount of any and all Damages shall be determined net of any Tax Benefit actually realized with respect to such Losses by the Buyer Indemnified Parties during the Tax period in which such Losses were incurred. For purposes of this Section 12.4, “Tax Benefit” shall mean any refund of Taxes paid or reduction in the amount of Taxes that otherwise would have been paid. The Parties acknowledge and agree that Xxxx and the Sellers’ Liability for any Damages based upon, arising out of, or otherwise in respect of, any breach of any Fundamental Representations shall not exceed an amount equal to the Final Purchase Price. Buyer agrees and acknowledges that Damages finally determined to be due and owing to a Buyer Indemnified Party pursuant to this Section 12 (other than in instances of fraud, intentional misrepresentation or willful misconduct) shall be recovered pursuant to Section 12.10.
Seller’s Limitations. (a) Seller will have no liability under section 9.01(a) and no claim will accrue against Seller under section 9.01(a) unless and until the total amount of Losses that would otherwise be indemnifiable by Seller in respect of claims arising under section 9.01(a) exceeds $500,000 (the “Seller Deductible”) in the aggregate, at which time Buyer’s Indemnified Persons shall be entitled to indemnification for all Losses under section 9.01(a) in excess of the Seller Deductible, provided that there shall be no minimum Loss requirement, and liability of Seller shall arise from and after $1.00 of Losses, in respect of Losses resulting from Seller’s intentional misrepresentation or fraud. In addition, Seller will have no liability under section 9.01(a) or section 9.01(b) and no claim arising under section 9.01(a) or section 9.01(b) will accrue against Seller unless Buyer’s Indemnified Person’s claim for indemnification is made against Seller during the period in which the representation or covenant in respect of which the claim is made survives, as provided in section 9.06.
Seller’s Limitations. Seller shall have no liability under Section 9.01(a) and no claim shall accrue against Seller under Section 9.01(a): (i) if the Loss arises from the inaccuracy of any representation or warranty made by Seller and Seller proves that prior to the Effective Date Buyer had actual knowledge of the inaccuracy of such representation or warranty, and (ii) unless and until the total liability of Seller in respect of claims arising under Section 9.01(a), together with claims arising under section 9.01(a) of the Related Agreement, exceeds $200,000 in the aggregate, provided that there shall be no minimum Losses requirement, and liability of Seller shall arise from and after $1.00 of Losses, in respect of Losses resulting from Seller’s intentional misrepresentation or fraud.
Seller’s Limitations. Subject to Section 10.3(c), the Seller shall not indemnify the Buyer Indemnified Parties, and the Buyer Indemnified Parties shall not be entitled to recover any amount for any Buyer Claims under Section 10.2(b)(i), until and unless the amount which the Buyer Indemnified Parties are entitled to recover in respect of such Buyer Claims exceeds, in the aggregate, $500,000 (the “Seller Deductible”), in which event the Buyer Indemnified Parties shall be entitled to recover the lesser of (i) $500,000 and (ii) the amount of such Buyer Claims in excess of the Seller Deductible up to the then-current amount of insurance retention under the R&W Insurance Policy (the “Seller Cap”).
Seller’s Limitations. Seller shall not be required to indemnify Buyer Indemnified Parties with respect to claims for Losses pursuant to Section 11(b)(i) hereof until the aggregate amount of all Losses incurred by Buyer Indemnified Parties under Section 11(b)(i) hereof equals or exceeds $250,000 (the “Basket”), in which event Buyer Indemnified Parties shall be entitled to be indemnified pursuant to Section 11(b)(i) hereof for all Losses in excess of the Basket. Buyer Indemnified Parties may not recover indemnification under Section 11(b)(i) hereof in an aggregate amount in excess of $10,000,000 (the “Cap”).
