Limitation of Purchaser's Liability. (a) Notwithstanding anything to the contrary contained in this Agreement, the sole remedy of Compost for any breach or violation by Purchaser under this Agreement shall be limited to the rights of Compost under this Article X, and the aggregate liability of Purchaser for all events or occurrences giving rise to Purchaser being required to indemnify Seller Indemnified Parties pursuant to Section 10.2 shall be limited to $1,000,000.
(b) Seller Indemnified Parties are entitled to indemnification pursuant to Section 10.2 only if the amount of any Indemnified Amount, individually or in the aggregate with all other Indemnified Amounts hereunder, exceeds Four Hundred Fifty Thousand Dollars ($450,000), and then only to the extent of such excess.
Limitation of Purchaser's Liability. In this clause 4:
Limitation of Purchaser's Liability. (a) Notwithstanding anything to the contrary contained in ARTICLE XI, the aggregate liability of Purchaser for any event or occurrence giving rise to Purchaser being required to indemnify Seller Indemnified Parties pursuant to SECTION 11.2 shall be limited to $2,000,000.
(b) Seller Indemnified Parties are entitled to indemnification pursuant to SECTION 11.2 only to the extent that the amount of any Indemnified Amount, individually or in the aggregate, exceeds $50,000 and then only to the extent of such excess. Provided, however, this paragraph does not apply to the forfeiture of the Option Fee by Seller to Purchaser under ARTICLE X of this Agreement.
Limitation of Purchaser's Liability. Notwithstanding any other provision of this Agreement to the contrary and notwithstanding any provision of law to the contrary, Purchaser shall not be liable for any actions or omissions in the management and operation of the Business pursuant to this Agreement, unless such actions are in breach of any express obligation of Purchaser pursuant to this Agreement or not taken on the basis of Purchaser's good faith business judgment, and in no event shall Purchaser be liable for consequential or punitive damages.
Limitation of Purchaser's Liability. (a) Notwithstanding anything to the contrary contained in Article X, the aggregate liability of Purchaser for any event or occurrence giving rise to Purchaser being required to indemnify Shareholders' Indemnified Parties pursuant to Section 10.2 shall be limited to the Purchase Price.
(b) Company Indemnified Parties are entitled to indemnification pursuant to Section 10.2 only to the extent that the amount of any Indemnified Amount, individually or in the aggregate, exceeds $15,000 and then to the full amount of such Indemnified Amount, not to exceed the limitations described in Section 10.5(a).
Limitation of Purchaser's Liability. Notwithstanding anything to the contrary in this Agreement, at and after the Closing, in no event shall the Purchaser’s liability to either Seller for breach of its representations, warranties, covenants or agreements contained herein exceed the Purchase Price paid by the Purchaser to such Seller.
Limitation of Purchaser's Liability. Purchaser shall not be liable to Seller, its employees, representatives, agents, suppliers, or subcontractors for any anticipated profits or incidental damages (except to the extent expressly provided in Section 9) or consequential damages. Without limiting the foregoing, Purchaser’s liability for any claim arising directly or indirectly under or in connection with the Order shall in no event exceed the cost of the goods giving rise to the claim. Purchaser shall have no liability for penalties of any kind.
Limitation of Purchaser's Liability. (a) Notwithstanding anything to the contrary contained in SECTION 10.2, after the Closing, the aggregate liability of the Purchasers for any Loss, individually or in the aggregate with all other Losses covered by this Agreement, for which indemnification is required by Purchasers on behalf of Seller's Indemnified Persons pursuant to SECTION 10.2, shall be limited to (i) the aggregate amount of the Assumed Liabilities (which may be used to satisfy only the Assumed Liabilities) and (ii) $4,000,000 (for all other matters, exclusive of a termination described in SECTION 8.2(b), for which liability shall be unlimited).
(b) The Seller's Indemnified Persons are entitled to indemnification pursuant to SECTION 10.2 only to the extent that the amount of any Loss, individually or in the aggregate with all other Losses covered by this Agreement, exceeds $250,000 and is not an Excluded Liability, and in such event the Seller's Indemnified Persons shall be entitled, subject to SECTION 10.6(a) hereof, to recover the full amount of such Loss in excess of $250,000. Such $250,000 limitation shall not apply, however, to (i) a reimbursement obligation of a Purchaser pursuant to SECTION 11.1(b) hereof, (ii) a Loss resulting from a breach by a Purchaser of SECTION 3.7 hereof, (iii) a Loss resulting from Purchasers' reimbursement obligation set forth in SECTION 12.15, (iv) the Net Asset Value adjustment payment pursuant to SECTION 4.5; or (v) Purchasers' obligations pursuant to SECTION 12.2.
Limitation of Purchaser's Liability. (a) The maximum amount payable by Purchaser in respect of all claims for indemnification under Section 9.4 will not exceed the Purchase Price set forth in Section 2.2, herein above. (b) No claim shall be made for indemnification under Section 9.4 until the aggregate amount of all such claims exceeds Five Thousand Dollars ($5,000).
Limitation of Purchaser's Liability. (a) Notwithstanding anything to the contrary contained in ARTICLE XI, the aggregate liability of Purchaser for any event or occurrence and for all events and occurrences in the aggregate giving rise to Purchaser being required to indemnify Seller Indemnified Parties pursuant to (I) SECTIONS 11.2(A), (B) AND (C) of this Agreement shall be limited to $1,000,000, and (ii) SECTION 11.2(D) of this Agreement shall be unlimited.
(b) Seller Indemnified Parties are entitled to indemnification pursuant to SECTION 11.2 only to the extent that the amount of any Indemnified Amount, individually or in the aggregate, exceeds a deductible of $50,000.
