Damages from Vendors. No Damages may be recovered from the Vendors pursuant to Section 3 unless and until the accumulated aggregate amount of Damages of the Purchasers’ Indemnified Parties arising pursuant to Section 3 exceeds US$500,000.00, in which event the accumulated aggregate amount of all such Damages may be recovered, to a maximum amount equal to ten (10%) percent of the aggregate Purchase Price actually paid by the Purchasers to the Vendors under the Canadian Asset Purchase Agreement, the U.S. Asset Purchase Agreement and the Share Purchase Agreement. Such limitations 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 respective Vendor in Sections 2.1(5), (24) or (29) of the Canadian Asset Purchase Agreement, Sections 2.1(5), (24) or (29) of the U.S. Asset Purchase Agreement and Sections 1.1, 8 and 18 of Schedule 2 of the Share Purchase Agreement, (ii) any other representation or warranty of the Vendors in the Acquisition Agreements resulting from fraud by the respective Vendor, or (iii) any breach or non-fulfilment of the covenant on the part of the the Vendors or the Principals (or any one of them) contained in Section 4.5 of the Canadian Asset Purchase Agreement or in Section 5.6 of the U.S. Asset Purchase Agreement, as applicable, nor shall the limitations be construed to apply to any of the indemnities in Sections 3(c) or (d).
Damages from Vendors. No Damages may be recovered from the Vendors pursuant to Section 6.4(a) unless and until the accumulated aggregate amount of Damages of the Purchaser’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 of the Vendors’ Fundamental Representations, or (ii) any other representation or warranty of either of the Vendors in this Agreement resulting from fraud by either of the Vendors, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.4(b) through 6.4(h) and Section 6.5.
Damages from Vendors. (a) Subject to Section 6.7(1)(e), no Damages may be recovered from the Vendors pursuant to Section 6.2(a) unless and until the accumulated aggregate amount of Damages of the Purchaser Indemnified Parties arising pursuant to Section 6.2(a) exceeds the Claim Basket, in which event the accumulated aggregate amount of all such Damages in excess of the Claim Basket may be recovered up to the limits established in Section 6.7(1)(b).
(b) Notwithstanding anything in this Agreement to the contrary, except in the case of fraud or intentional misrepresentation, in no event shall the Vendors’ aggregate liability for any Damages indemnifiable under this Agreement exceed the Purchase Price paid and received by the Vendors, nor shall any individual Vendor’s liability for any Damages indemnifiable under this Agreement exceed the portion of the Purchase Price paid and received by such Vendor.
(c) Subject to Section 6.7(d), the indemnification obligations of the Vendors under this Article 6 are limited in the aggregate to 25% of the quantity of the Purchase Price plus the amount of any Closing Date Indebtedness, in each case actually paid to the Vendors.
(d) If any Indemnity Claims are made by a Purchaser Indemnified Party against the Vendors or any of them:
(i) relating to any breach of the Vendor Fundamental Representations or Vendor Tax Representation;
(ii) based on Sections 6.2(b) to 6.2(d); or
(iii) based on intentional misrepresentation or fraud, then:
(iv) despite Section 6.7(c), the indemnification obligations of the Vendors with respect to those Indemnity Claims, when combined with the indemnification obligations of the Vendors under any other part of this Article 6 will be limited in the aggregate to the amount of the Purchase Price plus the amount of any Closing Date Indebtedness, in each case actually paid to the Vendors.
(e) The limitations set out in Sections 6.7(1)(a) shall have no application to any Indemnity Claim based on any incorrectness in or breach of (i) any Vendor Fundamental Representation; (ii) any Vendor Tax Representation, or (iii) any breach arising from fraud or intentional misrepresentation, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.2(b) through 6.2(d).
Damages from Vendors. Notwithstanding anything contained in this Agreement to the contrary, from and after Closing, the Vendors shall be liable for any amounts for which the Purchaser’s Indemnified Parties are otherwise entitled to indemnification pursuant to Section 7.2(a) (other than a breach of the Vendors’ Fundamental Representations) unless the aggregate amount of all Damages for which the Purchaser’s Indemnified Parties are entitled to indemnification pursuant to Section 7.2(a) exceeds $150,000, in which case the accumulated aggregate amount of all Damages may be recovered from such Vendor, subject to the Indemnity Cap (the “Aggregate Claim Threshold”).
