Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 6.4(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Indemnified Parties arising pursuant to Section 6.4(a) exceeds $400,000, in which event the accumulated aggregate amount of all such Damages may be recovered. Such limitation shall have no application to any claim to recover Damages based on any incorrectness in or breach of (i) any representation or warranty of the Purchaser in Sections 3.2(1) or (2) of this Agreement, or (ii) any other representation or warranty of the Purchaser in this Agreement resulting from fraud by the Purchaser, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.4(b).
Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 6.3(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Indemnified Parties arising pursuant to Section 6.3(a) exceeds $75,000, in which event the accumulated aggregate amount of all such Damages may be recovered, up to a maximum of the Indemnity Cap. Such limitation shall have no application to any claim to recover Damages based on any incorrectness in or breach of any representation or warranty of the Purchaser in this Agreement resulting from intentional misrepresentation, wilful breach or fraud by the Purchaser, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.3(b).
Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 7.3(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Indemnified Parties arising pursuant to Section 7.3(a) exceeds 1.5% of the Purchase Price, in which event the accumulated aggregate amount of all such Damages may be recovered up to: (a) in respect of any claim to recover Damages based on any incorrectness in or breach of the Purchaser Fundamental Representations and Warranties, a maximum of the value of the Purchase Price; or (b) in respect of any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Purchaser pursuant to the indemnities in Section 7.3(a), 20% of the Purchase Price. Such limitation shall have no application to any claim to recover Damages based on any incorrectness in or breach of any representation or warranty of the Purchaser in this Agreement resulting from fraud, by the Purchaser, nor shall the limitation be construed to apply to any of the indemnities in Section 7.3(b).
Damages from Purchaser. Notwithstanding anything contained in this Agreement to the contrary, (i) the Purchaser shall not be liable for any amounts for which the Vendor’s Indemnified Parties are otherwise entitled to indemnification pursuant to Section 6.3 unless the aggregate amount of all Damages for which the Vendor’s Indemnified Parties are entitled to indemnification pursuant to Section 6.3 exceeds, on a cumulative basis, $1,440,000, and then only to the extent of such excess, (ii) no Damages may be claimed by a Vendor’s Indemnified Party under Section 6.3, and no Damages shall be included in calculating the aggregate Damages set forth in clause (i) of this Section 6.6(2), other than Damages in excess of $100,000 resulting from any single claim or series of claims arising from the same or related facts (it being understood that more than one claim from customers with respect to the same or related facts shall be deemed to be related), and (iii) the Purchaser shall not be required to make indemnification payments pursuant to Section 6.3 to the extent the indemnification payments thereunder would exceed:
(a) in the case of a claim under Section 6.3(a), except those arising from a breach of the Purchaser Fundamental Representations, 15% of the Base Purchase Price; or
(b) in the case of a claim under Section 6.3(a) arising from a breach of the Purchaser Fundamental Representations, and in the case of a claim under Sections 6.3(b), 6.3(c), 6.3(d) and 6.3(e), the Base Purchase Price. For the avoidance of doubt, in no event, subject to the following sentence, shall the Purchaser’s aggregate liability pursuant to Section 6.2 exceed the Base Purchase Price, notwithstanding the breach of more than one subsection of Section 6.2. Notwithstanding the foregoing, the caps, thresholds and limitations in this Section 6.6(2) shall not apply in the case of fraud of the Purchaser.
Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 6.4(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Indemnified Parties arising pursuant to Section 6.4(a) exceeds $250,000, in which event the accumulated aggregate amount of all such Damages may be recovered up to: (a) in respect of any claim to recover Damages based on any incorrectness in or breach of the Purchaser Fundamental Representations and Warranties, a maximum of the value of the Purchase Price, or (b) in respect of any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Purchaser pursuant to the indemnities in Section 6.4(a), $27,500,000. Such limitation shall have no application to any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Purchaser in this Agreement resulting from fraud, fraudulent misrepresentation or intentional misrepresentation by the Purchaser, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.3(2) or 6.4(b).
Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 7.3(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Indemnified Parties arising pursuant to Section 7.3(a) exceeds the Aggregate Claim Threshold, in which event the accumulated aggregate amount of all such Damages may be recovered. No Damages may be recovered from the Purchaser pursuant to Section 7.3(a) in excess of the General Cap. The limitations described in the Aggregate Claim Threshold and the General Cap shall have no application to (i) any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Purchaser in this Agreement resulting from fraud by the Purchaser, (ii) any claim to recover Damages based on any incorrectness in or breach of the representations and warranties in Section 4.3(27), nor shall the limitation be construed to apply to the indemnity in Section 7.3(b).
Damages from Purchaser. Notwithstanding anything contained in this Agreement to the contrary, (i) the Purchaser shall not be liable for any amounts for which the Vendor’s Indemnified Parties are otherwise entitled to indemnification pursuant to Sections 6.3(a), 6.3(b), or 6.3(e) unless the aggregate amount of all Damages for which the Vendor’s Indemnified Parties are entitled to indemnification pursuant to Sections 6.3(a), 6.3(b), or 6.3(e) exceeds, on a cumulative basis, $960,000, and then only to the extent of such excess, (ii) no Damages may be claimed by a Vendor’s Indemnified Party under Sections 6.3(a), 6.3(b), or 6.3(e), and no Damages shall be included in calculating the aggregate Damages set forth in clause (i) of this Section 6.6(2), other than Damages in excess of $100,000 resulting from any single claim or series of claims arising from the same or related facts (it being understood that more than one claim from customers with respect to the same or related facts shall be deemed to be related), and (iii) the Purchaser shall not be required to make indemnification payments pursuant to Section 6.3 to the extent the indemnification payments thereunder would exceed:
(a) in the case of a claim under Section 6.3(a), except those arising from a breach of the Purchaser Fundamental Representations, 15% of the Purchase Price; or
(b) in the case of a claim under Section 6.3(a) arising from a breach of the Purchaser Fundamental Representations, and in the case of a claim under Sections 6.3(b), 6.3(c), 6.3(d) and 6.3(e), the Purchase Price. For the avoidance of doubt, in no event, subject to the following sentence, shall the Purchaser’s aggregate liability pursuant to Section 6.3(a) to Section 6.3(e) exceed the Purchase Price, notwithstanding the breach of more than one subsection of Section 6.3. Notwithstanding the foregoing, the caps, thresholds and limitations in this Section 6.6(2) shall not apply in the case of fraud of the Purchaser.
Damages from Purchaser. Notwithstanding anything contained in this Agreement to the contrary, from and after Closing, the Purchaser shall not be liable for any amounts for which each Vendors’ Indemnified Parties are otherwise entitled to indemnification pursuant to Section 7.3(a) (other than a breach of the Purchaser’s Fundamental Representations) unless the aggregate amount of all Damages for which such Vendors’ Indemnified Parties are entitled to indemnification pursuant to Section 7.3(a) exceeds, on a cumulative basis, the Aggregate Claim Threshold in which event the accumulated aggregate amount of all Damages may be recovered from the Purchaser.
Damages from Purchaser. Subject to Sections 6.5(c) and 6.5(d) but notwithstanding anything else contained in this Agreement to the contrary, (i) the Purchaser shall not be liable for any amounts for which the Vendor Indemnified Parties are otherwise entitled to indemnification pursuant to Section 6.2(a) unless the aggregate amount of all Damages for which the Vendor Indemnified Parties are entitled to indemnification pursuant to Section 6.2(a) exceeds, on a cumulative basis, the Aggregate Claim Threshold and then only to the extent of such excess and (ii) the Purchaser shall not be required to make indemnification payments pursuant to Section 6.2(a) to the extent the indemnification payments thereunder would exceed, in the aggregate, $45,000,000.
