LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 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. However, this Section 10.7 will not apply to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.
LIMITATIONS ON AMOUNT--BUYER. Buyer shall have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.3 until the total of all Damages with respect to such matters exceeds $1,000,000 whereupon Buyers shall be liable for the entire amount of such Damages (back to and including the first dollar of such Damages).
LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under Section 11.4(a) until the total of all Damages with respect to such matters exceeds $150,000.00 and then only for the amount by which such Damages exceed $150,000.00. However, this Section 11.6 will not apply to claims under Section 11.4(b) through Section 11.4(h) or matters arising in respect of Sections 4.4 or 4.5, fraud, or to any Breach of any of Buyer’s representations and warranties of which Buyer had Knowledge at any time before the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.
LIMITATIONS ON AMOUNT--BUYER. If the Closing occurs, Buyer shall have no liability under Section 10.03 until the total of all Damages indemnified thereunder exceeds one percent (1%) of the Purchase Price, and then Buyer 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 Buyer’s obligations under Section 10.03 with respect to Sections 2.02, 2.05, 2.08, 4.01, 4.09, 10.03(c), 12.02, and 12.05.
LIMITATIONS ON AMOUNT--BUYER. Except with respect to actual fraud, Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.3: (a) until the total of all Damages with respect to such matters exceeds Thirty Five Thousand Dollars ($35,000), and then only for the amount by which such Damages exceed Thirty Five Thousand Dollars ($35,000) and (b) for any Damages in excess of One Million Dollars ($1,000,000).
LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.6 until Sellers have suffered Damages in excess of $100,000 (at which point Buyer will be obligated to indemnify Sellers from and against only such Damages in excess of $100,000.
LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in CLAUSE (i) or (ii) of ARTICLE XI, SECTION 4 until the total of all Damages with respect to such matters exceeds Twenty-Five Thousand and no/100 Dollars ($25,000.00), and then only for the amount by which such Damages exceed Twenty-Five Thousand and no/100 Dollars ($25,000.00). This ARTICLE XI, SECTION 7 will not apply, however, to any breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such breaches.
LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in Section 11.3 until the total of all Damages with respect to claims of Company and Sellers exceeds the General Indemnification Minimum, in which event Company and Sellers shall be entitled to seek indemnity from Buyer for (x) the aggregate amount of all Damages with respect to claims in excess of the General Indemnification Minimum previously incurred and (y) all Damages incurred thereafter.
LIMITATIONS ON AMOUNT--BUYER. From and after Closing, Buyer shall have no liability (for indemnification or otherwise) with respect to claims under Section 11.3(a) until the total of all Damages with respect to such matters exceeds [***] in the aggregate and then only for the amount by which such Damages exceed [***]; provided, however, that in no event shall Buyer’s aggregate liability (for indemnification or otherwise) with respect to claims under Section 11.3(a) exceed [***]. Notwithstanding anything to the contrary herein, the limitations set forth in this Section 11.5 will not apply if the Closing does not occur or to a breach of any representation or warranty set forth in Section 4.1, 4.2 or 4.5.
LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability for indemnification with respect to General Claims 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.
