Common use of Limitations of Seller’s Claims Clause in Contracts

Limitations of Seller’s Claims. Notwithstanding any provision to the contrary herein or in any Closing Documents (other than a provision that expressly provides that this Section 9.8 is not applicable, in which case such provision shall control over this Section 9.8), Purchaser shall not have (and Purchaser is exculpated and released from) any Claim or liability whatsoever with respect to, and Seller shall be forever barred from making or bringing any Claims or asserting any liability against Purchaser with respect to (i) any of the representations and warranties, covenants or indemnities contained in this Agreement or in any Closing Document made by Purchaser, unless and until the aggregate amount of all losses actually incurred by the sellers for a breach of the representations and warranties made and undertaken in this Agreement by any or all of the Sellers exceeds the Threshold Amount (in which case Seller may bring a Claim for the total amount of such losses, including amounts below the Threshold Amount); and (ii) any of the representations and warranties made and undertaken in this Agreement or in Closing Documents by Purchaser, if and to the extent that the total liability of Purchaser for breaches of any of the foregoing would otherwise exceed the Cap Amount. Sellers shall not make any Claim or bring any proceeding to enforce the liability of Purchaser unless Sellers believe, in good faith, that Sellers would be entitled to recover all or a portion of the alleged damages or other liability notwithstanding the limitations on Purchaser’s liability set forth in this Section 9.8. In no event shall any Purchaser be liable for indirect, consequential or punitive damages of any kind, and Seller shall be barred from and hereby waives any Claim for the same. The provisions of this Section 9.8 shall not apply to a claim by Seller against Purchaser for the Xxxxxxx Money Deposit.

Limitations of Seller’s Claims. Notwithstanding any provision to the contrary herein or in any Closing Documents (other than a provision that expressly provides that this Section 9.8 is not applicable, in which case such provision shall control over this Section 9.8), Purchaser shall not have (and Purchaser is exculpated and released from) any Claim or liability whatsoever with respect to, and Seller shall be forever barred from making or bringing any Claims or asserting any liability against Purchaser with respect to (i) any of the representations and warranties, covenants or indemnities contained in this Agreement or in any Closing Document made by Purchaser, unless and until the aggregate amount of all losses actually incurred by the sellers Seller for a breach of the representations and warranties made and undertaken in this Agreement by any or all of the Sellers Seller exceeds the Threshold Amount (in which case Seller may bring a Claim for the total amount of such losses, including amounts below the Threshold Amount); and (ii) any of the representations and warranties made and undertaken in this Agreement or in Closing Documents by Purchaser, if and to the extent that the total liability of Purchaser for breaches of any of the foregoing would otherwise exceed the Cap Amount. Sellers Seller shall not make any Claim or bring any proceeding to enforce the liability of Purchaser unless Sellers believeSeller believes, in good faith, that Sellers Seller would be entitled to recover all or a portion of the alleged damages or other liability notwithstanding the limitations on Purchaser’s liability set forth in this Section 9.8. In no event shall any Purchaser be liable for indirect, consequential or punitive damages of any kind, and Seller shall be barred from and hereby waives any Claim for the same. The provisions of this Section 9.8 shall not apply to a claim by Seller against Purchaser for the Xxxxxxx Money Deposit.