Limitations on Amount of Liability. In no event shall the aggregate liability of each party (together with its Affiliates, employees or subcontractors) arising out of or related to this Agreement exceed the Subscription Fees paid or payable by Customer to LeanIX during the twelve-month period immediately preceding the first event out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability. Multiple claims will not enlarge this limit. 10.2
Limitations on Amount of Liability. (a) Subject to Section 11.5(b) below, if the Closing occurs, the liability of the Seller for indemnification of any Purchaser Indemnitee for Losses under Section 11.2(a) is subject to the limitation that the Seller shall not have any liability until the aggregate of all Losses suffered by all Purchaser Indemnitees for claims under Section 11.2(a) exceeds $500,000 (the "Seller's Threshold Amount"), provided, however, that if the aggregate of all such Losses exceeds the Seller's Threshold Amount, the Seller shall be liable for all such Losses to the first dollar.
Limitations on Amount of Liability. (a) Except as otherwise provided in Section 7.6(c), the Sellers will have no Liability to the Purchaser Indemnitees, under, or in connection with, this Agreement or any of the Related Agreements or any of the Contemplated Transactions pursuant to indemnity claims made pursuant to Section 7.2(a), until the total of all Damages with respect to such claims exceeds Eighty Thousand Dollars ($80,000.00) (the "Deductible"), and then only for the amount by which such Damages exceed the Deductible.
Limitations on Amount of Liability. Notwithstanding ------------------------------------- anything to the contrary contained in this Agreement, no claim for indemnity may be asserted by Purchaser unless and until the aggregate amount of all claims which would be indemnifiable but for the application of this Section 13.5 exceeds Two Hundred Thousand Dollars ($200,000) (the "Basket") and then only to the extent of the excess; provided, however, the Basket shall not apply to claims based on a breach of any representation or warranty under Sections 5.1(a), (b), (c) and (e), 5.2, 5.3, 5.7, 5.8, 5.10(a)(2) and/or any Breach of Article 14 or Sections 3.9(b), (c) or (d). The maximum amount of Damages that Seller shall, in the aggregate, be required to pay to Purchaser for any Breach of a representation or warranty by Seller under Sections 5.1(a), (b), (c) and (e), 5.2, 5.3, 5.7, 5.8, 5.10(a)(2) and/or any Breach of Article 14 or Sections 3.9(b), (c) or (d) of this Agreement shall be Twenty-One Million Dollars, but the maximum amount of Damages that Seller shall, in the aggregate, be required to pay to Purchaser pursuant to any other provision of this Agreement shall be Three Million Dollars. The maximum amount of Damages that Purchaser shall, in the aggregate, be required to pay to Seller pursuant to any provision of this Agreement shall be Three Million Dollars.
Limitations on Amount of Liability. (e) Except as otherwise provided in Section 10.6(c), the members of the Company Control Group will have no liability to the Purchaser Indemnitees, under, or in connection with, this Agreement or any of the Related Agreements pursuant to indemnity claims made pursuant to Section 10.2, until the total of all Damages with respect to such claims exceeds an amount equal to Two Hundred Seventy Thousand Dollars ($270,000.00) (the “Basket”), in which event the members of the Company Control Group shall be liable to the Purchaser Indemnitees for all such Damages from the first Dollar of such Damages in excess of Two Hundred Ten Thousand Dollars ($210,000.00) (the “Deductible”), provided, however, that in the event the Selected Service Agreement Earn Out is distributed pursuant to Section 2.4(e)(iv), the Basket shall automatically be increased to Three Hundred Twenty-Five Thousand Dollars ($325,000.00) and the Deductible shall automatically be increased to Two Hundred Fifty Thousand Dollars ($250,000.00).
Limitations on Amount of Liability. (a) Neither Seller nor Shareholder will have any liability (whether liquidated, contingent, or otherwise) to the Buyer, under, or in connection with, this Agreement or any of the Related Agreements pursuant to indemnity claims made pursuant to Section 7.01(a), (c) and (e) until the total of all Damages with respect to such claims exceeds Fifty Thousand ($50,000.00) (the "Indemnification Threshold"), however, at such time as the total of all Damages exceeds the Indemnification Threshold, Seller and Shareholder will be liable, jointly and severally, on a dollar-for-dollar basis, for the full amount of all Damages.
Limitations on Amount of Liability. No Shareholder shall have liability to any Buyer Indemnitee pursuant to Section 9.2(a) until the total aggregate amount of all Damages with respect to all Claims arising under Section 9.2(a) exceeds $400,000.00 (the "Basket Amount"); provided, however, the "Basket" limitation shall not apply with respect to the Shareholders' representations, warranties and covenants contained in Sections 2.11, 2.12, 2.18, 4.7, 5.1, 5.5, 9.2(a)(iii), 9.2(a)(iv) or 10.1. Once the total aggregate amount of all such Damages exceeds the Basket Amount, the Shareholders shall be obligated to the Buyer Indemnities for any and all such Damages without regard to or deduction of the Basket Amount. However, notwithstanding anything contained herein to the contrary, the total liability of any Shareholder to the Buyer Indemnitees pursuant to Section 9.2(a) shall not exceed the Escrow Fund; provided, however, this limitation shall not apply to Damages with respect to Claims related to Shareholders' representations, warranties and covenants contained in Section 4.7, 5.1, 5.5 or 10.1.
Limitations on Amount of Liability. 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 $100,000 (at which point buyer shall be obligated to indemnify Seller from and against all Claims relating back to the first dollar); provided, however, that Buyer's obligation under this Section 11.6 shall not exceed $2,500,000.
Limitations on Amount of Liability. (a) Except as otherwise provided in Section 10.6(c), the Sellers or Seller Parties will have no Liability to the Buyer Indemnitees pursuant to Section 10.2 under, or in connection with, this Agreement, or in any closing document delivered to Buyer in connection herewith or any of the contemplated transactions relating thereto until the total of all Losses with respect to such claims exceeds Seventy-Five Thousand Dollars ($75,000.00) (the “Deductible”), at which time the Sellers or Seller Parties shall be liable for all Losses, including the Deductible, subject to the provisions set forth in Section 10.6(b).
Limitations on Amount of Liability. (a) WITH RESPECT TO LIABILITY ARISING OUT OF A PARTICULAR CLIENT VERSION OF THE DISEASE PROGRESSION EXPLORER SUPPLIED BY MSS, IN NO EVENT SHALL MSS' TOTAL CUMULATIVE LIABILITY TO NCI, THE COMPANY AND ANY OTHER PARTY FOR SUCH CLIENT VERSION UNDER THIS AGREEMENT AND UNDER THE LICENSE AGREEMENT EXCEED THE SUM OF THE TOTAL DEVELOPMENT COSTS REIMBURSED TO MSS FOR SUCH CLIENT VERSION UNDER THE LICENSE AGREEMENT PLUS ANY PROFITS DISTRIBUTED TO MSS BY THE COMPANY ARISING OUT OF THE CLIENT CONTRACT PURSUANT TO WHICH SUCH CLIENT VERSION WAS DEVELOPED.
