Common use of Limitations of Purchaser’s Post-Closing Claims Clause in Contracts

Limitations of Purchaser’s Post-Closing Claims. Each of the Sellers shall be jointly and severally liable for the obligations and liabilities of each other Seller under this Agreement, subject to the following limitations. Notwithstanding any provision to the contrary herein or in any document or instrument (including any xxxxx, xxxx of sale or assignments) executed by any Seller and delivered to Purchaser at or in connection with the Closing (collectively, “Closing Documents”), no Seller shall have any liability whatsoever with respect to, and Purchaser shall be forever barred from making or bringing any Claims or asserting any liability against a Seller with respect to any of the representations and warranties set forth in Section 7.2 of this Agreement, to the extent that the total liability of all of the Sellers for such Claims, liabilities and breaches of any of the foregoing representation and warranties would otherwise exceed the Cap Amount. As used herein the “Cap Amount” means an amount equal to two percent (2%) of the Purchase Price. For clarification, Purchaser shall in all events be entitled to bring Claims and to receive amounts from Sellers hereunder in an aggregate amount not to exceed the sum of (x) the Cap Amount plus (y) all costs and expenses incurred by Purchaser in prosecuting, pursuing and/or collecting such amounts.

Limitations of Purchaser’s Post-Closing Claims. Each of the Sellers shall be jointly and severally liable for the obligations and liabilities of each other Seller under this Agreement, subject to the following limitations. Notwithstanding any provision to the contrary herein or in any document or instrument (including any xxxxx, xxxx of sale or assignments) executed by any Seller and delivered to Purchaser at or in connection with the Closing (collectively, “Closing Documents”), no Seller shall not have (and Seller is exculpated and released from) any Claim or liability whatsoever with respect to, and Purchaser shall be forever barred from making or bringing any Claims or asserting any liability against a Seller with respect to (i) any of the representations and warranties set forth warranties, covenants or indemnities contained in Section 7.2 this Agreement or in any Closing Document made by Seller, unless and until (and only to the extent) that the aggregate amount of all losses actually incurred by the Purchaser for a breach of the representations and warranties, covenants and indemnities made and undertaken in this AgreementAgreement by Seller exceeds the Threshold Amount; and (ii) any of the representations and warranties, covenants and indemnities made and undertaken in this Agreement by Seller, if and to the extent that the total liability of all of the Sellers Seller for such Claims, liabilities and breaches of any of the foregoing representation and warranties would otherwise exceed the Cap Amount. As used herein herein: (i) “Threshold Amount” means an amount equal to One Hundred Thousand Dollars ($100,000), and (ii) the “Cap Amount” means an amount equal to two percent (2%) 1.4% of the Purchase Price. For clarification, Purchaser shall in all events be entitled to bring Claims and to receive amounts from Sellers hereunder in an aggregate amount not to exceed the sum of (x) the Cap Amount plus (y) all costs and expenses incurred by Purchaser in prosecuting, pursuing and/or collecting such amounts.