Common use of LIMITATIONS ON AMOUNT--BUYER Clause in Contracts

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under Section 11.4(a) until the total of all Damages with respect to such matters exceeds the Basket Amount, whereupon indemnification will be payable only for Damages in excess of the Basket Amount. However, this Section 11.6 will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in clause (a) or (b) of Section 11.4(a) 10.4 until the total of all Damages with respect to such matters exceeds the Basket Amount$50,000, whereupon indemnification will be payable and then only for the amount by which such Damages in excess of the Basket Amountexceed $50,000. However, this Section 11.6 10.7 will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in clause (a) or (b) of Section 11.4(a) 10.3 until the total of all Damages with respect to such matters exceeds the Basket Amount$25,000, whereupon indemnification will be payable and then only for the amount by which such Damages in excess of the Basket Amountexceed $25,000. However, this Section 11.6 10.6 will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in clause (a) or (b) of Section 11.4(a) 8.4 until the total of all Damages with respect to such matters exceeds the Basket Amount$50,000, whereupon indemnification will be payable and then only for the amount by which such Damages in excess of the Basket Amountexceed $50,000. However, this Section 11.6 8.7 will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under Section 11.4(a) until the total of all Damages with respect to such matters exceeds the Basket Amount, whereupon indemnification will be payable $500,000 and then only for the amount by which such Damages in excess of the Basket Amountexceed $500,000. However, this Section 11.6 will not apply to claims Damages under Section 11.4(d11.4(b) through (e) or matters arising in respect of Section 4.4 or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in Section 11.4(a) 6.3 until the total of all Damages with respect to such matters exceeds $50,000 (which for greater certainty does not apply to Buyer’s obligations in relation to the Basket Amount, whereupon indemnification will be payable only for Damages in excess Purchase Price under Section 2 of the Basket Amountthis Agreement). However, this Section 11.6 6.6 will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's ’s representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or made, any intentional Breach by Buyer of any covenant or obligation, or in the event of fraud, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in clause (a), clause (b) or, to the extent relating to any failure to perform or comply prior to the Closing Date, clause (c) of Section 11.4(a) 11.3 until the total of all Damages with respect to such matters exceeds the Basket Amount$100,000, whereupon indemnification will be payable and then only for the amount by which such Damages in excess exceed $100,000. Buyer's total liability for breaches of the Basket Amountrepresentations and warranties of this Agreement shall be limited to $2,500,000. However, this Section 11.6 11.7 will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by any Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in Section 11.4(a) 9.3 until the total of all Damages with respect to such matters exceeds the Basket Amount$20,000, whereupon indemnification will be payable and then only for the amount by which such Damages in excess of the Basket Amountexceed $20,000. However, this Section 11.6 9.6 will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in clause (a) or (b) of Section 11.4(a) 9.4 until the total of all Damages with respect to such matters exceeds the Basket Amount$50,000, whereupon indemnification will be payable and then only for the amount by which such Damages in excess of the Basket Amountexceed $50,000. However, this Section 11.6 9.7 will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in clause (a) or (b) of Section 11.4(a) 10.4 until the total of all Damages with respect to such matters exceeds the Basket Amount$25,000, whereupon indemnification will be payable and then only for the amount by which such Damages in excess of the Basket Amountexceed $25,000. However, this Section 11.6 10.7 will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in clause (a) or (b) of Section 11.4(a) 10.4 until the total of all Damages with respect to such matters exceeds $10,000, and then for the Basket Amount, whereupon indemnification will be payable only for Damages in excess full amount of the Basket Amountsuch Damages. However, this Section 11.6 10.7 will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in clause (a) or (b) of Section 11.4(a) 11.4 until the total of all Damages with respect to such matters exceeds the Basket Amount$50,000, whereupon indemnification will be payable and then only for the amount by which such Damages in excess of the Basket Amountexceed $50,000. However, this Section 11.6 11.7 will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in clause (a) or (b) of Section 11.4(a) 10.4 until the total of all Damages with respect to such matters exceeds the Basket Amount$50,000, whereupon indemnification will be payable and then only for the amount by which such Damages in excess of the Basket Amountexceed $50,000. However, this Section 11.6 10.7 will not apply to claims Damages under Section 11.4(d) or to any intentional Breach of any of Buyer's representations and warranties of which Buyer had Knowledge actual knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in clause (a) of Section 11.4(a) 11.4 until the total of all Damages with respect to such matters exceeds the Basket Amount$3,000,000, whereupon indemnification will be payable and then only for the amount by which such Damages in excess of the Basket Amountexceed $3,000,000. However, this Section 11.6 11.7 will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in clause (a) or (b) of Section 11.4(a) 10.4 until the total of all Damages with respect to such matters exceeds the Basket Amount$250,000, whereupon indemnification will be payable and then only for the amount by which such Damages in excess of the Basket Amountexceed $250,000. However, this Section 11.6 10.7 will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under Section 11.4(athe matters described in SECTION 9.5(a) until the total of all Damages with respect to such matters exceeds the Basket Amount, whereupon indemnification will be payable only for Sellers shall have suffered Damages in excess of the Basket Amounta $50,000 threshold, at which point Buyer will be obligated to indemnify Sellers from and against such Damages in excess of $50,000. However, this Section 11.6 SECTION 9.8 will not apply to claims Damages under Section 11.4(d) or to any Breach breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breachesbreaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in Section 11.4(a) 10.3 until the total of all Damages with respect to such matters exceeds the Basket Amount$85,000, whereupon indemnification will be payable and then only for the amount by which such Damages in excess of the Basket Amountexceed such amount. However, this Section 11.6 10.5 will not apply to claims Damages under Section 11.4(d) or to any Breach breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breachesbreaches. Notwithstanding the foregoing, the Buyer shall not be liable for aggregate Damages in excess of $1,700,000.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in clause A. or B. of Section 11.4(a) 10.4. until the total of all Damages with respect to such matters exceeds the Basket Amount, whereupon indemnification will be payable only for Damages in excess of the Basket Amount$37,500.00. However, this Section 11.6 10.7. will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under Section 11.4(a) until the total of all Damages with respect to such matters exceeds the Basket Amount, whereupon indemnification will be payable $500,000 and then only for the amount by which such Damages in excess of the Basket Amountexceed $500,000. However, this Section 11.6 will not apply to claims Damages under Section 11.4(d11.4(b) through (d) or matters arising in respect of Section 4.4 or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under the matters described in clause (a) or (b) of Section 11.4(a) 10.4 until the total of all Damages with respect to such matters exceeds the Basket Amount, whereupon indemnification will be payable $25,000 and then only for the amount by with such Damages in excess of the Basket Amountexceed $25,000. However, this Section 11.6 10.6 will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge knowledge at any time prior to the date on which such representation and warranty is made or of any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breachesbreaches.