Common use of Additional Limitations of Liability Clause in Contracts

Additional Limitations of Liability. Notwithstanding anything in this Article 5 to the contrary: (a) Seller shall have no liability under this Agreement with respect to any Damages on account of any liability to the extent reflected in the Closing Balance Sheet. (b) Buyer Indemnified Persons may not recover Damages more than once for any specific facts, omissions or circumstances notwithstanding the fact that such facts, omissions or circumstances may constitute the Breach of more than one representation or warranty. (c) Seller shall not be required to pay any Damages to Buyer Indemnified Persons pursuant to Sections 5.2 and 5.3 until such time as the Adjusted Closing Net Worth is finally determined (given that the Net Worth Gap will not be calculable until such time); provided that any amounts so deferred by Seller shall be paid together with interest at an annual rate equal to the Base Rate, accruing from the date such Damages would have been paid had the Net Worth Gap been known on the date of this Agreement. In the event that Seller pays any amount to any Buyer Indemnified Person or other Person pursuant to Section 5.2 or 5.3, or incurs any costs or expenses in defending any third party claim, and it is finally determined that, pursuant to the provisions of this Article 5 (including Sections 5.6, 5.8, 5.9 and 5.12) Seller was not required to pay such amount or incur such cost or expense, Buyer shall, promptly following Seller's request therefor, reimburse Seller for all such amounts paid or incurred together with interest at an annual rate equal to the Base Rate, accruing from the date such amounts were paid or incurred through the date such reimbursement is made. (d) In no case shall Damages include (i) any incidental, consequential, indirect or special losses or damages (including, without limitation, lost profits, lost revenues and loss of business), or (ii) fees and expenses of more than one counsel with respect to any indemnity claim or claims arising out of the same general allegations or circumstances.

Additional Limitations of Liability. Notwithstanding anything in this Article 5 VIII to the contrary: (a) Seller shall have no liability under this Agreement with respect Liability to Buyer Indemnified Parties (for indemnification or otherwise) for any Damages on account inaccuracy or breach of any liability representation or warranty to the extent reflected in that Buyer had knowledge at or prior to the time of Closing Balance Sheetof such inaccuracy or breach. (b) Subject to Section 8.6(b), Buyer Indemnified Persons Parties may not recover Damages Losses more than once for any specific facts, omissions or circumstances notwithstanding the fact that such facts, omissions or circumstances may constitute the Breach breach of more than one representation or warranty; provided, however, that the parties recognize that there may be different types of Losses that arise from the same facts, omissions or circumstances. (c) Seller shall not be required to pay any Damages to Buyer Indemnified Persons pursuant to Sections 5.2 and 5.3 until such time as the Adjusted Closing Net Worth is finally determined (given that the Net Worth Gap will not be calculable until such time); provided that any amounts so deferred by Seller shall be paid together with interest at an annual rate equal to the Base Rate, accruing from the date such Damages would have been paid had the Net Worth Gap been known on the date of this Agreement. In the event that Seller pays any amount to any Buyer Indemnified Person Party or other Person pursuant to Section 5.2 or 5.38.2, or incurs any costs or expenses in defending any third party claim, and it is finally determined thatThird Party Claim for which Seller has no Liability either pursuant to Section 8.2 or because of the application of the Basket and, pursuant to the provisions of this Article 5 (including Sections 5.6VIII, 5.8, 5.9 and 5.12) Seller was is not required to pay such amount or incur such cost or expenseexpense because Seller has no Liability either pursuant to Section 8.2 or because of the application of the Basket, Buyer shall, promptly following Seller's ’s request therefor, reimburse Seller (i) for all such amounts paid or incurred together with interest at an annual rate equal in the case of any cost or expense for which Seller has no Liability pursuant to Section 8.2, or (ii) up to the Base Rate, accruing from amount of the date such amounts were paid Basket in the case of any cost or incurred through expense for which Seller has no Liability because of the date such reimbursement is madeapplication of the Basket. (d) In To the extent that any Material Contract required to be listed in any Schedule is not so listed, but Buyer accepts the benefits of such Material Contract after the Closing, Seller shall have no case Liability to Buyer Indemnified Parties with respect to any Losses resulting from any breach of a representation or warranty as a result of such failure so to disclose such Material Contract except to the extent that Buyer is not aware, at any time prior to its acceptance of such benefits, of the material burdens imposed upon it by such Material Contract. (e) No party shall Damages include (i) exercise any incidentalright of set off or recoupment with respect to any Losses to which it claims a right of indemnity pursuant to this Article VIII, consequential, indirect or special losses or damages (including, without limitation, lost profitsin the case of Buyer, lost revenues and loss any right of business)setoff against amounts owed by Buyer under the Note, or (ii) fees and expenses of more than one counsel with respect to except that if Seller has any indemnity claim obligation under this Article VIII or claims arising out otherwise under this Agreement, Seller shall have the right of set off such amount against the Note, such amount to be applied first to the accrued and unpaid interest and then the balance to the principal amount of the same general allegations or circumstancesNote.

Additional Limitations of Liability. Notwithstanding anything in this Article 5 to the contrary: (a) Seller shall have no liability to Buyer Indemnified Persons (for indemnification or otherwise) for the Breach of any representation or warranty to the extent that Seller is able to prove that Buyer had Knowledge at or prior to the time of Closing that such representation or warranty was not true at the time of Closing. (b) Seller shall have no liability under this Agreement with respect to any Damages on account of any liability to the extent reflected in the Closing Balance Sheet. (bc) Buyer Indemnified Persons may not recover Damages more than once for any specific facts, omissions or circumstances notwithstanding the fact that such facts, omissions or circumstances may constitute the Breach of more than one representation or warranty. (cd) Seller shall not be required to pay any Damages to Buyer Indemnified Persons pursuant to Sections 5.2 and 5.3 until such time as the Adjusted Closing Net Worth is finally determined (given that the Net Worth Gap will not be calculable until such time); provided that any amounts so deferred by Seller shall be paid together with interest at an annual rate equal to the Base Rate, accruing from the date such Damages would have been paid had the Net Worth Gap been known on the date of this Agreement. In the event that Seller pays any amount to any Buyer Indemnified Person or other Person pursuant to Section 5.2 or 5.3, or incurs any costs or expenses in defending any third party claim, and it is finally determined that, pursuant to the provisions of this Article 5 (including Sections 5.6, 5.8, 5.9 and 5.12) Seller was not required to pay such amount or incur such cost or expense, Buyer shall, promptly following Seller's request therefor, reimburse Seller for all such amounts paid or incurred together with interest at an annual rate equal to the Base Rate, accruing from the date such amounts were paid or incurred through the date such reimbursement is made. (de) Seller shall have no liability to Buyer Indemnified Persons with respect to any Damages related to (i) any Accounts Receivable which are compromised by the Company after Closing or any disputed payables paid by the Company after Closing to the extent that such compromises or payments exceed the amounts accounted or reserved therefor on the Closing Balance Sheet (as evidenced by the work papers used to prepare the Closing Balance Sheet), or (ii) any amounts paid on account of a claim for workers compensation benefits, in each case unless Seller has approved such compromise or payment in writing prior to the time such compromise is agreed to by the Company or such payment is made by the Company, such approval by Seller not to be unreasonably withheld or delayed. (f) To the extent that any Applicable Contract required to be listed in any Schedule to the Disclosure Letter is not so listed, but Buyer causes the Company to accept the benefits of such Applicable Contract after the Closing with Knowledge of the associated obligations, Seller shall have no liability to Buyer Indemnified Persons with respect to any Damages resulting from any breach of a representation or warranty as a result of such failure so to disclose such Applicable Contract. (g) Except for matters in which Buyer Indemnified Persons seek injunctive relief and except in the case of fraud, the sole recourse and exclusive remedy of Buyer Indemnified Persons against Seller arising out of this Agreement, including the Schedules and Exhibits (but excluding the Transaction Documents), or otherwise arising out of Buyer's acquisition of the Securities, whether based on tort, contract, statutory or common law remedy or equitable remedy or otherwise, including any misrepresentation, breach of warranty or otherwise, shall be to assert a claim for indemnification under the indemnification provisions of this Article 5, and Buyer covenants that it will not seek, or permit any other Buyer Indemnified Person to seek, to obtain any remedy except as provided in this Article 5. (h) In no case shall Damages include (i) any incidental, consequential, indirect or special losses or damages (including, without limitation, lost profits, lost revenues and loss of business), or (ii) fees and expenses of more than one counsel with respect to any indemnity claim or claims arising out of the same general allegations or circumstances.