Limitation of Losses. Notwithstanding any provision in this Agreement to the contrary, the aggregate Liability of each Seller for any and all Losses under this Agreement shall not exceed an amount equal to such Seller’s pro-rata portion of the Purchase Consideration (for Losses resulting or arising from a breach of any Fundamental Representation) received by such Seller or pro rata portion of the Indemnity Cap (for all other Losses), less the amount of such Losses recovered pursuant to the R&W Policy or any other applicable insurance policy or source of recovery in accordance with Section 9.07(f) hereof, provided however that no Seller shall have any liability for a breach of representation or warranty made by another Seller in Article IV.
Limitation of Losses. Except for each Party’s obligations of confidentiality and indemnification contained in this Agreement, neither Party shall be liable for consequential damages including, without limitation, loss of profits or indirect loss arising out of or in any way related to this Agreement.
Limitation of Losses. The indemnifications provided for in Sections 9.2 and 9.3 shall be subject to the following limitations:
(a) The Vendors shall not be liable to the Purchaser Indemnitees for indemnification under Section 9.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.2(a) exceeds 0.5% of the Purchase Price in the aggregate (the “Basket”), in which event the Vendors shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which the Vendors shall be liable under Section 9.2(a) shall not exceed 50% of the Purchase Price payable by the Purchaser to the Vendors.
(b) The Purchaser shall not be liable to the Vendors Indemnitees for indemnification under Section 9.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.3(a) exceeds the Basket, in which event the Purchaser shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which the Purchaser shall be liable under Section 9.3(a) shall not exceed 50% of the Purchase Price paid by the Purchaser to the Vendors (except for the obligation to pay the Purchase Price in accordance with this Agreement).
(c) Notwithstanding the foregoing, the minimum value of any indemnification claim, and the associated limitations set forth in Section 9.4(a) and Section 9.4(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representations of the Vendors, any Tax liability of the Vendors arising before the Effective Time, any Fundamental Representations of the Purchaser, or any Losses arising from fraud, fraudulent misrepresentation, intentional or gross fault or wilful misconduct.
(d) For purposes of this Section 9.4, any inaccuracy in or breach of any representation or warranty, or the calculation of any resulting Loss, shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.
(e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.
(f) With respect to any...
Limitation of Losses. No claim for Indemnity under this Article VIII may be made for loss of profits or consequential losses or damages, it being the Intention at the Parties to limit such claims to direct liabilities, obligations, costs, expenses, damages or losses suffered as result of any breach, default or non-fulfillment contemplated by Sections 8.2 and 8.3. ARTICLE IX ---------- CLOSING ARRANGEMENTS AND TERMINATION ------------------------------------
Limitation of Losses. The indemnification provided for in Section 9.2 and Section 9.3 shall be subject to the following limitations:
Limitation of Losses. (a) The indemnification obligations set forth in this Agreement, including in this Article VII, shall be limited to indemnification for actual damages suffered and shall not include loss of profit, incidental, consequential, special, punitive or indirect damages; PROVIDED, HOWEVER, that any such loss of profit damages recovered by a third party against a party entitled to indemnity under this Agreement shall be included in the damages recoverable pursuant to the indemnities herein.
Limitation of Losses. 14 SECTION 7.7. Exclusive Remedy........................................14 ARTICLE VIII MISCELLANEOUS....................................................14
Limitation of Losses. EXCEPT FOR EACH PARTY'S OBLIGATIONS OF CONFIDENTIALITY AND INDEMNIFICATION CONTAINED IN THIS AGREEMENT, NEITHER PARTY OR ITS AFFILIATES SHALL BE LIABLE FOR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR INDIRECT LOSS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.
Limitation of Losses. In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, except to the extent that any such damages are required to be paid by an Indemnified Party to a third-party in connection with a Third Party Claim.
Limitation of Losses. In no event shall any Party have any liability to any other Party pursuant to this Agreement (including under this ARTICLE VIII) or the Ancillary Agreements for any consequential, special, indirect or punitive damages, except to the extent the applicable Losses constitute Third Party Claims.
