Common use of Buyer's Limitation of Liability Clause in Contracts

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. Notwithstanding any provision in this Agreement to the contrary (except for Tax matters which shall be governed by Article XI of this Agreement)contrary, the obligation liability of Buyer to indemnify Seller Indemnified Parties pursuant to (ASection 11.4(a) Section 9.4(a) hereof, hereof against any Losses Damages sustained by reason of any claim Seller 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 Seller Claims as to which a Seller Indemnified Party has given Buyer written noticenotice thereof, setting forth therein in reasonable detail the basis for such claimSeller Claim, on or prior to the termination of such representation or warranty or covenant pursuant to Section 9.1 11.1 hereof; provided, however, that (i) Buyer shall be liable pursuant to the provisions for indemnification contained in Section 9.4(a11.4(a) hereof with respect to breaches of warranties (other than for Losses constituting Buyer Uncapped Claimsthe representations and warranties contained in Section 4.1 hereof and, solely to the extent relating to the foregoing representation, the certificate delivered pursuant to Section 8.1(c) shall be effective hereof) only after the aggregate amount of all such claims Seller Claims for which are so indemnifiable exceed Buyer is liable under this Agreement (without regard to the Basketlimitation contained in this proviso) exceeds an amount equal to $1,840,000, and only to the extent of such excess; provided further that Buyer shall not be liable to any , and (ii) no Seller Indemnified Party for any particular claim under Section 9.4(a) Claim (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 Seller Claims) pursuant to the De Minimis Amount shall be excluded provisions for indemnification contained in their entirety from calculations Section 11.4(a) hereof with respect to the Basket or Cap, breaches of representations and the Seller Indemnified Parties shall have no recourse for such Losseswarranties in an amount less than $50,000 may be asserted. Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all indemnification payments Seller Claims for which Buyer is liable pursuant to such Section 9.4(a11.4(a) hereof (other than for Losses constituting Buyer Uncapped Claimsthe representations and warranties set forth in Section 4.1 hereof, and, solely to the extent relating to the foregoing, the certificate delivered pursuant to Section 8.1(c) hereof) exceed an amount equal to the Cap$19,187,000.