Certain Limitations on Amount. (i) If the Closing occurs, Seller shall have no liability with respect to claims under Section 12(a) until the aggregate of all losses suffered by Buyer with respect to such claims exceeds $150,000; provided, however, that if the aggregate of all such losses exceeds $150,000, Seller shall be liable for all such losses. If the Closing occurs, the aggregate liability of Seller with respect to losses for claims under Section 12(a) shall not exceed $2,000,000. Notwithstanding the foregoing, this Section 12(d)(i) shall not apply to: (i) tax claims; (ii) any breach of which Seller has knowledge at any time at or prior to the date on which such representation and warranty was made; and/or (iii) Seller’s remediation obligations set forth in Section 13 below.
Certain Limitations on Amount. (a) If the Closing occurs, Seller shall have no liability with respect to claims under Section 11.02(a) until the aggregate of all Losses suffered by all Buyer Indemnified Persons with respect to such claims exceeds $50,000; provided, however, that if the aggregate of all such Losses exceeds $50,000, Seller shall be liable for all such Losses. However, this Section 11.05(a) will not apply to any Breach of which a Seller has Knowledge at any time at or prior to the date on which such representation and warranty was made or to any Breach of any representation or warranty in Sections 3.01, 3.02 or 3.03.
Certain Limitations on Amount. (a) If the Closing occurs, Sellers shall have no liability with respect to claims under Section 12.2 (except for a breach of Section 6.3) until the aggregate of all Losses suffered by all Buyer Indemnified Persons with respect to such claims exceeds $50,000.00; provided, however, that if the aggregate of all such Losses exceeds $50,000.00 Sellers shall be liable for all such Losses up to the amount paid to the Seller.
Certain Limitations on Amount. In any claim for indemnification pursuant to this Agreement (a) neither party shall be entitled to recover against the other party until the amount to which it would otherwise be entitled pursuant to Section 12.2, in the case of Buyer, or 12.3, in the case of Seller, exceeds $25,000.00 in the aggregate, and then it shall be entitled to recover only the excess over $25,000.00, and (b) the amount of any and all obligations of a party to provide indemnification pursuant to this Article XII to the other party shall not exceed one- half of the Purchase Price. The limitations on amount specified in (a) above shall not apply in the event of fraud. The limitations on amount specified in (a) above shall not apply to any amounts paid by Buyer to third parties after the Closing Date which are necessary to place the tangible personal Property used in broadcasting from the Station into working order, but only to the extent (i) such tangible personal Property was not in working order on the Closing Date, and
Certain Limitations on Amount. (a) If the Closing occurs, Seller shall have no liability with respect to claims under Section 11.2(a) until the aggregate of all Losses suffered by all Buyer Indemnified Persons with respect to such claims exceeds $40,000; provided, however, that if the aggregate of all such Losses exceeds $40,000, Seller shall be liable for all such Losses. In addition, if the Closing occurs, the aggregate liability of Seller with respect to Losses for claims under Section 11.2(a) shall not exceed $7,250,000. However, this Section 11.6(a) will not apply to any Breach of which Seller has Knowledge at any time at or prior to the date on which such representation and warranty was made, to any Breach of any representation or warranty in Sections 3.1, 3.2, 3.3, 3.11, 3.13, 3.19, 3.24, or 3.28 or in the case of fraud.
Certain Limitations on Amount. (a) Seller shall have no liability with respect to claims under Section 9.2(a) until the aggregate of all Losses suffered by all Buyer Indemnified Persons with respect to such claims exceeds $50,000, and only to the extent they exceed $50,000.
Certain Limitations on Amount. (a) If a Closing occurs, Shareholder shall have no liability for claims under Section 10.2(a) until the aggregate of all Losses suffered by all the Company Indemnified Persons for such claims exceeds $25,000; provided, however, that if the aggregate of all such Losses exceeds $25,000, Shareholder shall be liable for all such Losses. However, this Section 10.5(a) will not apply to any Breach of which Shareholder has Knowledge at any time at or before the date on which such representation and warranty was made or to any Breach of any representation or warranty in Section 7.1, 7.2, 7.3, 7.11, 7.13, 7.19, 7.25, or 7.29.
Certain Limitations on Amount. (a) If the Closing occurs, HTC and Seller (and the Acquired Company, prior to the Closing) shall have no liability with respect to claims under Section 10.2(a) until the aggregate of all Losses suffered by all Buyer Indemnified Persons with respect to such claims exceeds $200,000 (the “Deductible”), whereupon the Buyer Indemnified Persons shall be entitled to indemnification for all Losses incurred by the Buyer Indemnified Persons on a cumulative basis. If the Closing occurs, the aggregate liability of HTC with respect to Losses for claims under Section 10.2(a) shall not exceed $5,000,000 (the “Cap”). However, this Section 10.5(a) will not apply to (i) any actual fraud on the part of HTC, Seller or the Acquired Company, or any representative thereof; or (ii) any misrepresentation or breach of any representation or warranty in Sections 3.1, 3.2, 3.3, 3.4, 3.13, 3.19(f), 3.22, 3.26 and 3.27.
Certain Limitations on Amount. (a) If the Closing occurs, Sellers shall have no liability with respect to claims under Section 11.2(a) until the aggregate of all Losses suffered by all Buyer Indemnified Persons with respect to such claims exceeds $ ; provided, however, that if the aggregate of all such Losses exceeds $ , Sellers shall be liable for all such Losses. [If the Closing occurs, the aggregate liability of Sellers with respect to Losses for claims under Section 11.2(a) shall not exceed $ .] However, this Section 11.6(a) will not apply to any Breach of which a Seller has Knowledge at any time at or prior to the date on which such representation and warranty was made or to any Breach of any representation or warranty in Sections 3.1, 3.2, 3.3, 3.11, 3.13, 3.19, 3.24, or 3.28.
Certain Limitations on Amount
