Buyer Limitations. Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) exceeds the Basket, and then only to the extent such Losses exceed the Basket. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.3(a) shall not exceed the Cap.
Buyer Limitations. (a) From the date of Closing until full and complete payment of the Purchase Price to Seller, Buyer will not transfer, assign, mortgage, pledge or encumber any of the Purchased Assets.
Buyer Limitations. The aggregate liability of Buyer with respect to all Claims or Losses under Section 9.1(b) will be limited to a maximum aggregate amount equal to the Buyer Indemnification Cap; provided that the limitations of liability provided for in this Section 9.3(b), shall not apply to any Claims or Losses arising out of a breach by the Buyer of any of the applicable representations, warranties or covenants of Buyer determined to be fraudulent.
Buyer Limitations. Buyer shall not be required to indemnify and hold harmless Seller Indemnified Parties with respect to claims for Losses pursuant to Section 11(c)(i) hereof until the aggregate amount of all Losses incurred by Seller Indemnified Parties under Section 11(c)(i) hereof equals or exceeds the Basket, in which event Seller Indemnified Parties shall be entitled to be indemnified pursuant to Section 11(c)(i) hereof for all Losses (not just Losses in excess of the of the Basket). Seller Indemnified Parties may not recover indemnification under Section 11(c)(i) hereof in an aggregate amount in excess of the Cap.
Buyer Limitations. (i) Subject to subsection (ii) below, no claim for indemnification under Section 10.2(a) or Section 10.2(d) (to the extent that such claim for indemnification arises out of an Environmental Claims) may be made, and no payment in respect thereof shall be required, unless and to the extent the aggregate amount of Damages which Buyer Indemnified Parties have suffered arising out of or with respect to all Breaches of the Parents' and Sellers' representations and warranties contained in this Agreement exceeds $225,000 and then only for the amount of such excess (the "Deductible"); ---------- provided, however, that (i) the aggregate amount -------- ------- of Damages in respect of which the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a) shall not in any event exceed an aggregate amount equal to $60,000,000 (the "Cap") and (ii) the Buyer Indemnified --- Parties shall be entitled to any Damages, without regard to the Deductible or the Cap, resulting from any Breach of Section 6.3(a)(i)(Title) and Section 6.3(b)(i) (Fee Simple), but any such Damages shall not be included for purposes of determining whether the Deductible has been exceeded with respect to other claims for indemnification under Section 10.2(a).
Buyer Limitations. Seller will not be entitled to any Consequential Damages resulting from or arising out of any Seller Claim (other than Consequential Damages awarded against Seller as a result of a Third Party Claim).
Buyer Limitations. Other than for Losses resulting from claims brought on the basis of fraud, willful misconduct or intentional misrepresentation, Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 7.3(a) (other than Losses arising out of any inaccuracy in or breach of any Fundamental Representation) until the aggregate amount of Losses for which Buyer is obligated thereunder exceeds the Basket, provided, however, that if such aggregate amount of Losses exceeds the Basket, then Buyer will be obligated for the amount of such Losses in excess of the Deductible, subject to the other terms of this Article 7. Except in the case of actual fraud or any Liability with respect to any Fundamental Representation, Buyer’s obligations under Section 7.3(a), in the aggregate, will not exceed an amount equal to the Cap, subject to the other terms of this Article 7. Other than for Losses resulting from claims brought on the basis of fraud, willful misconduct or intentional misrepresentation, the aggregate amount of all Losses for which each Seller shall be liable pursuant to Section 7.3(a) by reason of any inaccuracy in or breach of any Fundamental Representations or any Losses pursuant to Section 7.3(b) through (c) shall not exceed the Merger Consideration.
