Exceptions to Cap. Notwithstanding anything to the contrary contained herein, Losses that result from (a) actual fraud or intentional misrepresentation by Seller or its Affiliates or Representatives, (b) breaches of the representations and warranties contained in subsections (a), (b), (f), (n), (v) and (w) of Section 3.6 or subsections (a), (b) and (q) of Section 3.7, (c) any Seller Retained Liabilities, and/or (d) the matters described in Section 7.16 of this Agreement, will not be subject to any of the limitations contained in Section 6.2(c) or elsewhere in this Agreement, and any Losses related to the foregoing shall not apply towards (or count against) any cap on maximum liability contained in Section 6.2(c)(ii).
Exceptions to Cap. The Cap shall not apply to a breach of the Primary Representations and Warranties. Notwithstanding anything to the contrary, the Basket and Cap shall not apply to Seller’s non-performance or non-payment of: (a) any covenant of a party hereto to make a payment as required hereunder, (b) any covenant in which Seller willfully does not perform and (c) any brokerage fees owed by Seller hereunder.
Exceptions to Cap. The Cap shall not apply to breaches of the following representations and warranties contained in the Local Purchase Agreements: Authority, Enforceability, Noncontravention, Title to Assets, Accounts Receivable, Inventory, Taxes, Environmental and Benefit Plans. Notwithstanding anything to the contrary contained herein or in any Local Purchase Agreement, the Cap shall not apply to the indemnification obligations in Sections 1.06(a)(iv) or (v) above.
Exceptions to Cap. Notwithstanding anything to the contrary contained herein, the limitations set forth in Section 7.4(a) shall not apply to Losses by reason of, resulting from or arising out of any claims of intentional fraud by or on behalf of Seller or any Key Owner or in which Seller or any Key Owner participated (including failure to act).
Exceptions to Cap. The Stockholder Cap limitation shall not apply to claims for indemnification for Losses arising in respect of (i) claims made pursuant to Sections 9.2(b) and (c), (ii) any breach of any of the representations and warranties in Sections 3.1, 3.2, 3.3, 3.6 and 3.14 (including the related sections of the Company Disclosure Letter), (iii) any breach of any representation and warranty set forth in Article III (including the Company Disclosure Letter) of which the Company had Knowledge as of the date on which such representation and warranty was made (provided that for these purposes Knowledge shall mean only the actual knowledge of the Managers), or (iv) Taxes, as set forth in Sections 6.14 and 9.8(collectively, the “Stockholder Cap Exceptions”).
