Damages from Vendor. No Damages may be recovered from the Vendor pursuant to Section 6.2(a) unless and until the accumulated aggregate amount of Damages of the Purchaser’s Indemnified Parties arising pursuant to Section 6.2(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 Vendor in this Agreement resulting from intentional misrepresentation, wilful breach or fraud by the Vendor, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.2(b).
Damages from Vendor. Notwithstanding anything contained in this Agreement to the contrary, (i) the Vendor shall not be liable for any amounts for which the Purchaser’s Indemnified Parties are otherwise entitled to indemnification pursuant to Section 6.2(a) unless the aggregate amount of all Damages for which the Purchaser’s Indemnified Parties are entitled to indemnification pursuant to Section 6.2(a) 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 Purchaser’s Indemnified Party under Section 6.2(a), and no Damages shall be included in calculating the aggregate Damages set forth in clause (i) of this Section 6.6(1), 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 Vendor shall not be required to make indemnification payments pursuant to Section 6.2 to the extent the indemnification payments thereunder would exceed:
(a) in the case of a claim under Section 6.2(a), except those arising from a breach of the Vendor Fundamental Representations, 15% of the Base Purchase Price; provided, however, that in the event such limitation is reached, the limitation on indemnification payments applicable to claims under Section 6.2(a) relating only to a breach of the representations set out in Section 3.1(17) (Agreements and Filings with Applicable Regulators), Section 3.1(19)(Compliance with Laws; Governmental Authorizations) to the extent relating to breaches of Applicable Laws promulgated by Applicable Regulators, Section 3.1(23)(No Unlawful Payments), 3.1(25)(Compliance with Money Laundering Laws) and 3.1(26)(No Conflicts with Sanctions Laws) as they relate to the Vendor’s compliance with Applicable Laws, shall be increased by 10% of the Base Purchase Price to equal an aggregate amount of 25% of the Base Purchase Price; or
(b) in the case of a claim under Section 6.2(a) arising from a breach of the Vendor Fundamental Representations, and in the case of a claim under Sections 6.2(b) and 6.2(c), the Base Purchase Price. For the avoidance of doubt, in no event, subject to the following sentence, shall the Vendor’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, th...
Damages from Vendor. No Damages may be recovered from the Vendor pursuant to Section 6.2(a) unless and until the accumulated aggregate amount of Damages of the Purchaser’s Indemnified Parties arising pursuant to Section 6.2(a) exceeds $[***Amount redacted], 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 Vendor 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 Vendor pursuant to the indemnities in Section 6.2(a), $[***Amount redacted]. The maximum aggregate amount of all Damages that may be recovered by the Purchaser pursuant to the indemnity in Section 6.2(e) is $[***Amount redacted]. Such limitations 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 Vendor in this Agreement resulting from fraud, fraudulent misrepresentation or intentional misrepresentation by the Vendor, nor shall the limitations be construed to apply to any of the indemnities in Sections 6.2(b), 6.2(c), 6.2(d) and 6.3(1).
Damages from Vendor. No Damages may be recovered from the Vendor pursuant to Section 6.2(a) unless and until the accumulated aggregate amount of Damages of the Purchaser’s Indemnified Parties arising pursuant to Section 6.2(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 Vendor 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 Vendor pursuant to the indemnities in Section 6.2(a), $27,500,000. The maximum aggregate amount of all Damages that may be recovered by the Purchaser pursuant to the indemnity in Section 6.2(e) is $30,000,000. Such limitations 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 Vendor in this Agreement resulting from fraud, fraudulent misrepresentation or intentional misrepresentation by the Vendor, nor shall the limitations be construed to apply to any of the indemnities in Sections 6.2(b), 6.2(c), 6.2(d) and 6.3(1).
Damages from Vendor. No Damages may be recovered from the Vendor pursuant to Section 7.2(1)(a) unless and until the accumulated aggregate amount of Damages of the Purchaser’s Indemnified Parties arising pursuant to Section 7.2(1)(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 Vendor 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 Vendor pursuant to the indemnities in Section 7.2(1)(a), 20% of the Purchase Price. Such limitations shall have no application to any claim to recover Damages based on any incorrectness in or breach of any representation or warranty of the Vendor in this Agreement resulting from fraud by the Vendor, nor shall the limitations be construed to apply to any of the indemnities in Section 7.2(1)(b).
