Buyer's Limitation of Liability. Notwithstanding any provision in this Agreement to the contrary (except for Tax matters which shall be governed by Article XI of this Agreement), the obligation of Buyer to indemnify Seller Indemnified Parties pursuant to (A) Section 9.4(a) hereof, against any Losses sustained by reason of any claim with respect to the breach of a representation or warranty (other than Losses (i) arising out of, relating to or resulting from breaches or inaccuracies of any Fundamental Representation or (ii) arising out of or resulting from fraud or willful material breach by Buyer (such Losses in (i) and (ii), collectively, the “Buyer Uncapped Claims”)) or (B) Section 9.4 (b) against any Losses sustained by reason of any claim with respect to the breach by Buyer of a covenant shall be limited to claims as to which a Seller Indemnified Party has given Buyer written notice, setting forth therein in reasonable detail the basis for such claim, on or prior to the termination of such representation or warranty or covenant pursuant to Section 9.1 hereof; provided, however, that the provisions for indemnification contained in Section 9.4(a) (other than for Losses constituting Buyer Uncapped Claims) shall be effective only after the aggregate amount of all such claims which are so indemnifiable exceed the Basket, and only to the extent of such excess; provided further that Buyer shall not be liable to any Seller Indemnified Party for any particular claim under Section 9.4(a) (other than for Losses constituting Seller Uncapped Claims) unless the amount of such claim exceeds the De Minimis Amount and all such Losses in respect of any claim or series of related claims which total less than the De Minimis Amount shall be excluded in their entirety from calculations with respect to the Basket or Cap, and the Seller Indemnified Parties shall have no recourse for such Losses. Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all indemnification payments for which Buyer is liable pursuant to Section 9.4(a) (other than for Losses constituting Buyer Uncapped Claims) exceed an amount equal to the Cap.
Buyer's Limitation of Liability. (1) . Notwithstanding any provision in this Agreement to the contrary, the liability of Buyer to indemnify Seller Indemnified Parties pursuant to Section 11.4(a) hereof against any Damages sustained by reason of any Seller Claim with respect to the breach of a representation or warranty shall be limited to Seller Claims as to which a Seller Indemnified Party has given Buyer written notice thereof, setting forth therein in reasonable detail the basis for such Seller Claim, on or prior to the termination of such representation or warranty pursuant to Section 11.1 hereof; provided, however, that (i) the provisions for indemnification contained in Section 11.4(a) shall be effective only after the aggregate amount of all such Seller Claims for which Buyer is liable under Section 11.4(a) exceed an amount equal to 1.5% of the Purchase Price, and only to the extent of such excess, and (ii) no Seller Claim (or series of related Seller Claims) pursuant to Section 11.4(a) in an amount less than $150,000 may be asserted. Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all Seller Claims for which Buyer is liable pursuant to (i) Section 11.4(a) exceed an amount equal to 12.5% of the Purchase Price or (ii) Section 11.4(b) exceed an amount equal to the Purchase Price, less the aggregate amount of all Seller Claims for which Buyer is liable pursuant to Section 11.4(b); it being understood and agreed that the foregoing limits shall not apply to any Seller Claims pursuant to Section 11.4(c), 11.4(d) or 11.4(e).
Buyer's Limitation of Liability. (a) Seller or Comdial shall assert any such claim under Section 9.2(a) within twelve (12) months of the Closing Date or be forever barred from asserting such claim.
Buyer's Limitation of Liability. IN NO EVENT SHALL BUYER BE LIABLE FOR ANY REASON OR ARISING FROM ANY CAUSE WHATSOEVER, FOR PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF BUYER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Buyer's Limitation of Liability. Anything in this Agreement to the contrary notwithstanding, the liability of Buyer to indemnify the Seller pursuant to Section 6.4(a) and (b) hereof against any Damages sustained by reason of any claim shall be limited to claims as to which Seller has given to Buyer written notice thereof on or prior to one year after the Closing Date. The provisions for indemnity contained in Section 6.4 hereof shall be effective only after the aggregate amount of all Damages for which Buyer is liable under the indemnity exceeds $25,000, and then only to the extent that such amounts exceed $25,000, but in no event in excess of the Purchase Price.
Buyer's Limitation of Liability. Any provision in this Agreement to the contrary notwithstanding, the liability of Buyer to indemnify Seller pursuant to Section 11.4 against any Damages sustained by reason of any Seller Claim shall be limited to Seller Claims as to which Seller has given Buyer written notice thereof in accordance with Section 11.6 or 11.7 on or prior to the date on which the related survival period expires under Section 11.1.
Buyer's Limitation of Liability. Buyer shall have no liability for indemnification under Section 8.4 unless it has been notified of the claim within the survival period specified in Section 8.1 hereof. Notwithstanding anything to the contrary set forth in this Agreement, Buyer shall not be liable under this Article VIII or for any other claim related to this Agreement or the contemplated transactions for any amount in the aggregate in excess of Seven Hundred Fifty Thousand Dollars ($750,000) (the "Buyer Cap"). The Buyer Cap shall be the sole and exclusive remedy of the Seller Indemnities for a Company Claim or any other claim against Buyer relating to this Agreement and the transactions contemplated herein. Upon receipt of the Buyer Cap, the Seller Indemnities shall be precluded from exercising any other right or remedy available under this Agreement or applicable law against Buyer.
Buyer's Limitation of Liability. Buyer shall not be liable with respect to any Damages otherwise payable under Section 8.03(i) unless the aggregate amount of Damages with respect to all such Damages exceeds the Deductible and then only to the extent of such excess, after which time all Damages in excess of the Deductible shall be indemnifiable. Buyer’s maximum Liability in the aggregate for all claims for indemnification for Buyer Warranty Breaches shall not exceed the Cap; provided, however, that the Cap shall not apply with respect to any Damages resulting from or arising out of fraud or willful misconduct (as determined by a court of competent jurisdiction).
Buyer's Limitation of Liability. (a) Seller shall not assert any claim under Section 9.3 unless and until such claims exceed Fifty Thousand and No/Dollars ($50,000.00) and Buyer shall not be responsible for this first $50,000 of aggregate claims. Thereafter, Seller's claims (over and above the initial $50,000) shall be limited in the aggregate to One Million and No/Dollars ($1,000,000.00), including costs and expenses. Furthermore, Seller must assert any claim hereunder within one (1) year after the Closing Date.
Buyer's Limitation of Liability. BUYER’S SOLE LIABILITY AND SELLER’S SOLE REMEDY FOR ANY DAMAGES SHALL BE LIMITED TO THE AMOUNT OF THE TERMINATION PAYMENT.
