Common use of Limitations as to Amount Clause in Contracts

Limitations as to Amount. (a) If the Closing occurs, Seller shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date until the total of all damages with respect to all such failures or breaches exceeds in the aggregate $50,000, and then only for damages in excess of $50,000. (b) If the Closing occurs, Buyer shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement, or obligation to the extent required to be performed on or before the Closing Date until the total of all damages with respect to all such failures or breaches exceeds in the aggregate $50,000, and then only for damages in excess of $50,000. (c) If the Closing occurs, Seller's aggregate liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date shall be limited to Buyer's right to make an indemnification claim against Seller under Article XII and shall be further limited as set forth in Section 12.3.

Limitations as to Amount. (a) If the Closing occurs, Seller shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date until the total of all damages with respect to all such failures failure or breaches breach exceeds in the aggregate $50,000, and then only for damages in excess of $50,000. (b) If the Closing occurs, Buyer shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement, or obligation to the extent required to be performed on or before the Closing Date until the total of all damages with respect to all such failures failure or breaches breach exceeds in the aggregate $50,000, and then only for damages in excess of $50,000. (c) If the Closing occurs, Seller's aggregate liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date shall be limited to Buyer's right to make an indemnification claim against Seller under Article XII and shall be further limited as set forth in Section 12.3. (d) If the Closing occurs, Buyer's aggregate liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date shall be limited to $765,923. ARTICLE XII

Limitations as to Amount. (a) If the Closing occurs, Seller shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date until the total of all damages with respect to all such failures failure or breaches breach exceeds in $50,000 but then for the aggregate $50,000entire amount of such damages, and then only for damages including those not in excess of $50,000. (b) If the Closing occurs, Buyer shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement, or obligation to the extent required to be performed on or before the Closing Date until the total of all damages with respect to all such failures failure or breaches breach exceeds in $50,000 but then for the aggregate $50,000entire amount of such damages, and then only for damages including those not in excess of $50,000. (c) If the Closing occurs, Seller's aggregate liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date shall be limited to Buyer's right to make an indemnification claim against Seller under Article XII and shall be further limited as set forth in Section 12.3.

Limitations as to Amount. (a) If the Closing occurs, Seller shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date until the total of all damages with respect to all such failures failure or breaches breach exceeds in the aggregate $50,000, and then only for damages in excess of $50,000. (b) If the Closing occurs, Buyer shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement, or obligation to the extent required to be performed on or before the Closing Date until the total of all damages with respect to all such failures failure or breaches breach exceeds in the aggregate $50,000, and then only for damages in excess of $50,000. (c) If the Closing occurs, Seller's aggregate liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date shall be limited to Buyer's right to make an indemnification claim against Seller under Article XII and shall be further limited as set forth in Section 12.3. (d) If the Closing occurs, Buyer's aggregate liability (for 36 indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date shall be limited to $765,923. ARTICLE XII

Limitations as to Amount. (a) If the Closing occurs, Seller shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date until except to the extent the total of all damages with respect to all such failures failure or breaches breach exceeds in the aggregate $50,000, and then only for damages in excess of $50,000350,000. (b1) If the Closing occurs, Buyer shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement, or obligation to the extent required to be performed on or before the Closing Date until except to the extent that the total of all damages with respect to all such failures failure or breaches breach exceeds in the aggregate $50,000, and then only for damages in excess of $50,000350,000. (c2) If the Closing occurs, Seller's aggregate liability (for indemnification or otherwise) with respect to any failure and all failures or breach breaches of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date shall be limited to Buyer's right to make an indemnification claim against Seller under Article XII XI and shall be further limited as set forth in Section 12.3not exceed $4,000,000.

Limitations as to Amount. (a) If the Closing occurs, Seller shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date until the total of all damages with respect to all such failures failure or breaches breach exceeds in $50,000 but then for the aggregate $50,000entire amount of such damages, and then only for damages including those not in excess of $50,000. (b) If the Closing occurs, Buyer shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or 38 47 warranty or any covenant, agreement, or obligation to the extent required to be performed on or before the Closing Date until the total of all damages with respect to all such failures failure or breaches breach exceeds in $50,000 but then for the aggregate $50,000entire amount of such damages, and then only for damages including those not in excess of $50,000. (c) If the Closing occurs, Seller's aggregate liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date shall be limited to Buyer's right to make an indemnification claim against Seller under Article XII and shall be further limited as set forth in Section 12.3.. ARTICLE XII

Limitations as to Amount. (a1) If the Closing occurs, Seller shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date until the total of all damages with respect to all such failures or breaches exceeds in the aggregate $50,000, and then only for damages in excess of $50,000. (b2) If the Closing occurs, Buyer shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement, or obligation to the extent required to be performed on or before the Closing Date until the total of all damages with respect to all such failures or breaches exceeds in the aggregate $50,000, and then only for damages in excess of $50,000. (c3) If the Closing occurs, Seller's aggregate liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date shall be limited to Buyer's right to make an indemnification claim against Seller under Article XII and shall be further limited as set forth in Section 12.3.

Limitations as to Amount. (a) If the Closing occurs, Seller shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date until the total of all damages with respect to all such failures failure or breaches breach exceeds in $37,500 but then for the aggregate $50,000entire amount of such damages, and then only for damages including those not in excess of $50,00037,500. (b) If the Closing occurs, Buyer shall have no liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement, agreement or obligation to the extent required to be performed on or before the Closing Date until the total of all damages with respect to all such failures failure or breaches breach exceeds in $37,500 but then for the aggregate $50,000entire amount of such damages, and then only for damages including those not in excess of $50,00037,500. (c) If the Closing occurs, Seller's aggregate liability (for indemnification or otherwise) with respect to any failure or breach of any representation or warranty or any covenant, agreement or obligation to the extent required to be performed on or prior to the Closing Date shall be limited to Buyer's right to make an indemnification a claim against Seller under Article XII and shall be further limited as the Seller's Escrow in accordance with procedures set forth in the Indemnity Escrow Agreement; provided, however, that this Section 12.311.4(c) shall not apply in the event of Seller's fraud.