Limitation on Purchaser’s Liability. Purchaser’s maximum aggregate liability for Claims for breaches of representations and warranties under this Agreement is limited to Purchaser’s Maximum Liability set forth in Part VI of Appendix B; provided that the Purchaser’s Maximum Liability will not apply to any Claim based on (A) actual fraud or (B) any breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.5 and 3.11.
Limitation on Purchaser’s Liability. In no event shall Buyer be liable to Seller for anticipated profits or for incidental or consequential damages. Buyer’s liability for a claim of any kind for any loss or damage arising out of or in connection with or resulting from this Purchase Order, or from any performance or breach, shall in no case exceed the price allocable to the materials, which directly gives rise to the claim.
Limitation on Purchaser’s Liability. Notwithstanding anything contained in this Agreement to the contrary, the maximum amount that Purchaser may pay to the Seller under this Section 11 as a result of any and all breaches shall be limited to the total consideration paid under this Agreement by Purchaser to the Seller.
Limitation on Purchaser’s Liability. (a) Except as provided in Section 10.4(a)(ii), Section 10.7 or Section 10.10(b), the liability of the Purchaser to the Sellers and the Member Guarantors for any breaches of its representations, warranties and covenants made by the Purchaser in connection with this Agreement shall be limited to $693,376for the one year period following the Closing Date, and (ii) $346,688with respect to claims made by Sellers or Member Guarantors in writing on Purchaser thereafter during the second year after the Closing Date and thereafter there shall be no liability by the Purchaser to the Sellers or Member Guarantors unless otherwise explicitly stated herein.
(b) Notwithstanding any provision contained in this Agreement to the contrary, the dollar limitations contained in Section 10.10(a) shall not apply with respect to any breach by the Purchaser of (i) Section 4.2 (Power and Authority), (ii) Section 4.5 (Litigation), and (iii) discharging the Assumed Liabilities; provided, further, that any liability of the Purchaser to the Sellers or the Member Guarantors, in the aggregate, under this Section 10.10 or otherwise under this Agreement, except for a cause of action relating to fraud as set forth in Section 10.7, shall not exceed the Purchase Price.
Limitation on Purchaser’s Liability. Seller acknowledges the provisions of this Article 3, and, particularly, the limitations on Purchaser's liability under this Agreement. Seller does hereby waive and release any and all Claims it may have against Purchaser consistent with the provision of this Article 3, and Purchaser's acts or failure to act with respect to the matters set forth in Section 3.1. Seller acknowledges that the provisions of this Article were a negotiated function of this Agreement, and without the provisions of this Article Purchaser would not have entered into this Agreement. Article 4
Limitation on Purchaser’s Liability. No indemnification payments will be made by or on behalf of the Purchaser:
(i) pursuant to Section 8.2(a) (other than in respect of Purchaser’s Fundamental Representations and Warranties), in respect of any individual claim or series claims having the same nature or origin where the Losses relating thereto are less than $5,000, and such items less than 71 $5,000 will not be aggregated for purposes of calculating the Deductible or Revised Deductible, as applicable, in clause (ii) below;
(ii) pursuant to Section 8.2(a) (other than in respect of Purchaser’s Fundamental Representations and Warranties), until the aggregate amount of Losses for which the Purchaser would (but for this clause (ii)) be liable thereunder exceeds the Deductible, and then only to the extent of such excess over such Deductible; provided that, in the event of an occurrence of an Abandonment Date, to the extent a Seller Indemnified Party would have been entitled to an indemnification payment pursuant to this Article 8 had the Revised Deductible then been in effect, the Seller Indemnified Party will be entitled to an indemnification payment after applying such Revised Deductible to such indemnification obligation;
(iii) pursuant to Section 8.2(a) (other than in respect of Purchaser’s Fundamental Representations and Warranties), in excess of the Cap then in effect;
(iv) in excess of the Purchase Price. The limitations on liability set forth in this Section 8.5(b) shall not apply with respect to Losses resulting from fraud with respect to any breach of any representation or warranty contained in Article 4 or in the certificates delivered pursuant to Sections 2.10(b)(xi) or Section 2.11(b)(v).
Limitation on Purchaser’s Liability. Purchaser shall have no responsibility to fund benefits under any of the employee benefit programs maintained by Seller prior to the close of business on the Closing Date.
Limitation on Purchaser’s Liability. STATUTE OF LIMITATIONS - In no event shall Purchaser be liable to Seller or any other person, firm or entity for loss of anticipated profits or for incidental or consequential damages. Purchaser’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from the Purchase Order or from the performance or breach thereof shall in no case exceed the price allocable to the goods, or the unit thereof which gives rise to the claim. Purchaser shall not be liable for penalties of any description. No action resulting from or relating to any breach on the part of Purchaser as to the goods delivered hereunder, or otherwise relating to the Purchase Order, shall be commenced after the expiration of one year after the cause of action has accrued.
Limitation on Purchaser’s Liability. Statute of Limitations. In no event shall Purchaser be liable for anticipated profits or for indirect, incidental or consequential damages. Purchaser's liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from Purchase Order and/or from the performance or breach thereof shall in no case exceed the purchase price allocable to the goods and/or services or unit thereof which gives rise to the claim. Purchaser shall not be liable for penalties of any description. Any action resulting from any breach on the part of Purchaser as to the goods and/or services delivered hereunder must be commenced within one year after the cause of action has accrued.
Limitation on Purchaser’s Liability. Statue of Limitation. Purchaser’s liability to Seller on any claim of any kind for any loss or damage arising out of, in connection with or resulting from the Order or from the performance or breach hereof shall in no case exceed the price allocable to the Goods (or units thereof) which give rise to such claim. In no event shall Purchaser be liable to Seller for anticipated profits or for any special, incidental or consequential damages whatsoever, nor for penalties of any description. Any action resulting from any breach or failure to perform by Purchaser hereunder must be commenced within one year after the cause of action has accrued.
