Limitations on Amount — Purchaser Sample Clauses

Limitations on Amount — Purchaser. Purchaser will have no liability --------------------------------- (for indemnification or otherwise) with respect to the matters described in clause (a) of Section 8.3 until the total of all Damages with respect to such ----------- matters exceeds $50,000. However, this Section 8.6 will not apply to any breach ----------- of any of Purchaser's representations and warranties of which Purchaser had knowledge at any time prior to the date on which such representation and warranty is made.

Limitations on Amount — Purchaser. (a) Purchaser will have no liability (for indemnification or otherwise) with respect to the matters governed by Sections 11.2(d)(i) or, to the extent relating to any failure to perform or comply before the Closing Date, Section 11.2(b)(ii) (i) unless the monetary value of any Losses with respect to a particular matter, when aggregated with other Losses based on substantially the same facts or circumstances, exceeds Twenty Thousand Dollars ($20,000), and (ii) until the total monetary value of all Losses with respect to such matters exceeds $500,000, in which case Purchaser shall be liable for just the excess; provided, however, that Purchaser will have no liability (for indemnification or otherwise) for the amount by which the total monetary value of all Losses (i) for breaches of representations and warranties (other than those in Sections 5.1, 5.2, 5.3, 5.4 and 5.5) or matters governed by Section 11.2(d)(ii) exceeds an amount equal Ten Million Dollars ($10,000,000) or (ii) for breaches of representations and warranties in Sections 5.1, 5.2, 5.3, 5.4 and 5.5 exceeds Fifty Million Dollars ($50,000,000). Notwithstanding the foregoing, this Section will not apply to (a) Purchaser’s breach of any of its other representations and warranties of which breach Purchaser had knowledge before the date on which it made such representation and warranty, or (b) Purchaser’s intentional breach of any covenant or obligation; Purchaser will be liable for all Losses with respect to such breaches.

Limitations on Amount — Purchaser. (a) Purchaser will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) of Section 10.3 until Seller shall has suffered Damages in excess of a $500,000 aggregate amount, at which point Purchaser and Merger Sub will be obligated to indemnify the Seller Indemnified Persons from and against all such Damages, in excess of such amount up to the Cap. (b) Notwithstanding anything to the contrary in this Agreement, but subject to Section 10.6(c), the aggregate liability of Purchaser and Merger Sub with respect to the matters described in Section 10.3 shall be limited to the Cap. (c) This Section 10.6 does not apply to any representation or warranty that was made by Purchaser fraudulently, and Purchaser and Merger Sub will be liable for all Damages with respect to Breaches of any such representation or warranty up to the Fundamental Warranties Cap. (d) No Damages may be claimed under this Article 10 by any Purchaser Indemnified Persons to the extent such Damages are included in the calculation of any adjustment of the Preferred Merger Consideration pursuant to Section 2.11.

Limitations on Amount — Purchaser. The Purchaser will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.2 until the total of all Damages with respect to such matters exceeds $50,000, and then only for the amount by which such Damages exceed $50,000. Notwithstanding the foregoing, the liability of the Purchaser under Section 10.2 shall not exceed one-quarter (1/4) of the Purchase Price.

Limitations on Amount — Purchaser. (a) Purchaser will have no liability (for indemnification or otherwise) with respect to the matters described in Section 9.3 (other than a breach of Sections 4.1, 4.2, and 4.4) until the total of all Damages with respect to such matters exceeds $200,000, and then only for the amount by which such Damages exceed $200,000. (b) Purchaser's maximum liability for Damages with respect to a claim for indemnification or reimbursement based on a breach of representations and warranties contained in Article 4 (other than a breach of Sections 4.1, 4.2, and 4.4) of this Agreement shall be limited to and shall not exceed $3,000,000 in the aggregate. With regard to claims for indemnification or reimbursement based upon a breach of the representations and warranties contained in Sections 4.1, 4.2, and 4.4 of this Agreement, or a claim for indemnification or reimbursement based upon any other representation or warranty not otherwise specifically referenced above, or any covenant or obligation to be performed and complied by the Purchaser, Purchaser's maximum liability for Damages shall not exceed, in the aggregate, the Stock Purchase Consideration. (c) The limitations set forth in this Section 9.6 will not apply to any breach of any of Purchaser's representations and warranties of which Purchaser had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by Purchaser of any covenant or obligation, and Purchaser will be liable for all Damages with respect to such breaches.

Limitations on Amount — Purchaser. (a) The Purchaser will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 10.6 unless the Damages suffered for any individual claim or related claims are at least $35,000 and until the total of all Damages with respect to such matters exceeds $200,000, and then only for the amount by which such Damages exceed $200,000. (b) The Purchaser’s obligation to provide indemnity under Sections 10.6(a) and (b) is subject to an aggregate cumulative cap equal to twenty-five percent (25%) of the Purchase Price. (c) Notwithstanding anything to the contrary in this Agreement, the maximum aggregate amount that the Purchaser will be required to pay for indemnification arising under this Article X is the Purchase Price, except for Purchaser’s obligation to indemnify the Seller and Uponor under Sections 10.6(c) and (e), which shall have no limit.

Limitations on Amount — Purchaser. The Purchaser shall have no liability for breaches under Clause 12.3 (for indemnification or otherwise) until the total of all Damages with respect to such breaches exceeds $100,000 (United States Dollars one hundred thousand), at which point the Sellers shall be entitled to indemnification for the full amount of such Damages and the Purchaser shall be liable for all Damages with respect to such breaches: and further provided, that the Purchaser’s total liability for all breaches under this Agreement shall not exceed a maximum of 10% (ten per centum) of the Purchase Price .