Limitations on Amount--Seller. If the Closing occurs, Seller shall have no liability under Section 10.02 until the total of all Damages indemnified thereunder exceeds one percent (1%) of the Purchase Price, and then Seller shall be liable for the entire amount of such Damages, not to exceed, however, fifteen percent (15%) of the Purchase Price. Notwithstanding the foregoing and anything to the contrary in the Agreement, no limit on liability under this Section and no deductible or liability threshold under this Agreement shall be applied to reduce Seller’s obligations under Section 10.02 with respect to Sections 2.02, 2.05, 2.08, 3.01, 3.02, 3.07(b), 3.09, 3.10, 3.12 (in regard to Part 3.12(d) of Seller’s Disclosure Schedule), 3.20, 5.02, 5.03, 10.02(c), 10.02(d), 10.02(f), 10.02(g), 10.02(h), 12.01, 12.02, 12.05, and 12.16 or Article 11. Seller's liability for a breach of Section 3.08 for matters arising between the Title Claim Date and the Closing shall be subject to the deductibles and limitations to the extent made applicable under Section 11.08 rather than this Section.
Limitations on Amount--Seller. Seller shall have no liability (for indemnification or otherwise) with respect to claims under Section 10.2(a) until the total of all Damages with respect to such matters exceeds $200,000.00 and then only for the amount by which such Damages exceed $200,000.00. Except for any fraud, willful misrepresentation, intentional Breach or the Breach of the representation contained in Sections 3.8, 3.13, 3.15 and 3.21, Seller's liability for Damages shall not exceed 50% of the Purchase Price.
Limitations on Amount--Seller. (a) Basket Amount. Seller shall have no liability (for indemnification or otherwise) with respect to claims under Section 11.2(a) until the total of all Damages with respect to such matters exceeds one hundred thousand dollars ($100,000) ("Basket Amount"), whereupon indemnification will be payable only for Damages in excess of the Basket Amount. However, this Section 11.5 will not apply to claims for Damages under Section 11.3 or to matters arising in respect of Sections 3.15 (Taxes) or 3.22 (Environmental Matters) or to any Breach of any of Seller's representations and warranties of which the Seller had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Seller of any covenant or obligation, and Seller will be liable for all Damages with respect to such Breaches.
(b) Cap. Except with respect to claims for Damages under Sections 11.2(b) - (k) or 11.3 or to matters arising in respect of Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which shall be unlimited, the maximum aggregate indemnification amount that shall be payable under Article 11 to Buyer, whether paid under the Escrow Agreement or otherwise, by Seller shall be limited to the amount of the Purchase Price.
Limitations on Amount--Seller. If the Closing occurs, Seller will have no liability under Section 10.02 until the total of all Damages indemnified thereunder exceeds $100,000, and then Seller will be liable for the entire amount of such Damages.
Limitations on Amount--Seller. (a) Seller shall not be liable for Damages arising in connection with its indemnification obligations under Section 9.2(a) and (b) hereof until the amount of such Damages exceeds $18,000,000 in the aggregate. If the aggregate amount of such Damages exceeds $18,000,000, Seller shall be liable for the amount of such Damages in excess of $18,000,000.
(b) Seller's maximum liability for Damages arising in conjunction with its indemnification obligations under Section 9.2(a) and (b) hereof shall be an amount equal to one half of the sum of (i) the Purchase Price and (ii) the Special Dividend.
Limitations on Amount--Seller. Seller shall have no liability (for indemnification or otherwise) with respect to claims for breaches of representations and warranties under Section 11.2(a) until the total of all Damages with respect to such matters exceeds Ten Million Dollars ($10,000,000) (the "First Deductible") and then only for the amount by which such Damages exceed Ten Million Dollars ($10,000,000); provided, however, that any Damages which may be recovered from Seller arising out of or resulting from a breach of Section 3.4(a) with respect to the unaudited historical statements of revenues, costs and expenses of the Business for the calendar years ended December 31, 2002 and December 31, 2003 shall be subject to an additional deductible of Twenty-Five Million Dollars ($25,000,000) (the "Second Deductible"), and Seller shall have no liability (for indemnification or otherwise) with respect to claims for breaches of the representations in Section 3.4(a) with respect to the unaudited historical statements of revenues, costs and expenses of the Business for the calendar years ended December 31, 2002 and December 31, 2003 until the total of all Damages with respect to matters described in Section 11.2(a) exceed the sum of the First Deductible plus the Second Deductible. In no event shall Buyer be able to submit any claim to Seller for breaches of representations and warranties under Section 11.2(a), whether incurred as a result of single incident or a related series of incidents, unless the Damages under such claim are at least One Hundred Thousand Dollars ($100,000). Seller's aggregate liability for breaches of representations and warranties pursuant to Section 11.2(a) shall in no event exceed One Hundred Eighty One Million Two Hundred Fifty Thousand ($181,250,000). Notwithstanding the foregoing, none of the limitations set forth in this Section 11.5 will apply with respect to Damages arising out of any breach of Seller's representations and warranties contained in Sections 3.1 (Organization and Good Standing), 3.2(a) (Authority and Enforceability), 3.3(b) (Ownership of Research Systems, Inc.) and 3.21 (Brokers or Finders) and Seller will be liable for all Damages with respect to such breaches. Seller shall not be liable for any claim for indemnification under Section 11.2(a) to the extent that the breach of the representation or warranty was actually Known to Buyer as of the date of this Agreement.
Limitations on Amount--Seller a. Seller will have no liability (for indemnification or otherwise) with respect to 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 or the Escrow Release Date (as applicable), clause (c) of 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.
b. Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clause (d) of Section 10.2 until the total of all Damages with respect to such matters exceeds $10,000, and then only for the amount by which such Damages exceed $10,000. However, this Section 10.6 will not apply to any Breach of any of Seller’s representations and warranties of which the Seller had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by either Seller of any covenant or obligation, and Seller will be jointly and severally liable for all Damages with respect to such Breaches.
Limitations on Amount--Seller. (a) Seller will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.2(b) until Purchaser Indemnified Persons have suffered Damages in excess of $500,000 (the “Deductible”), at which point Seller will be obligated to indemnify Purchaser (or other Purchaser Indemnified Persons, as applicable) from and against such Damages in excess of the Deductible up to an aggregate amount equal to the Escrow Amount (the “Cap”).
(b) Seller will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.2(a) until Purchaser Indemnified Persons have suffered Damages in excess of $250,000 (the “Fundamental Warranties Deductible”), at which point Seller will be obligated to indemnify Purchaser (or other Purchaser Indemnified Persons, as applicable) from and against such Damages in excess of the Fundamental Warranties Deductible up to an aggregate amount equal to the net proceeds received by Seller (the “Fundamental Warranties Cap”).
(c) The Purchaser Indemnified Persons' sole recourse against Seller for Damages under this Article 10 shall be by making a claim against the Escrow, provided that in the event the Escrow is exhausted, Purchaser Indemnified Persons shall have recourse against Seller solely for (i) claims based on fraud and (ii) claims based upon a breach of Fundamental Warranties, provided further that the aggregate liability of Seller under clauses (i) and (ii) of this paragraph shall be limited to the Fundamental Warranties Cap.
(d) Seller’s aggregate liability with respect to the matters described in clauses (c) – (e) of Section 10.2 shall be limited to the Cap. The limitations of this Section 10.5 shall not apply to any claim based on fraud, other than the limitation in Section 10.5(c) limiting Seller's aggregate liability to the Fundamental Warranties Cap.
(e) No Damages may be claimed under this Article 10 by any Seller Indemnified Persons to the extent such Damages are (a) included in the calculation of any adjustment of the Preferred Merger Consideration pursuant to Section 2.11 or (b) included within reserves on the Balance Sheet.
Limitations on Amount--Seller. Seller will have no liability (for indemnification or otherwise) with respect to 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 10.2 in an amount in excess of $600,000. However, this Section 10.6 will not apply to any Breach of any of Seller’s representations and warranties of which either Seller had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by either Seller of any covenant or obligation, and Seller will be jointly and severally liable for all Damages with respect to such Breaches.
Limitations on Amount--Seller. Seller shall have no Liability (for indemnification or otherwise) with respect to claims under Section 8.3(a) until the total of all Damages with respect to such matters exceeds $331,250 (the “Deductible”) and then only for the amount by which such Damages exceed the Deductible up to an amount equal to $331,250 (the “Cap”). However, the limitations in this Section 8.5 will not apply to claims under or to matters arising in respect of Sections 3.1 (only as to due organization), 3.2 (enforceability; authority; no conflict), 3.3 (ownership of Seller)(collectively, the “Fundamental Representations”), or to fraud or any willful or intentional Breach by Seller of any representation or warranty or any covenant or obligation, and Seller will be liable for all Damages with respect to such Breaches. In no event shall such Liability exceed the Gross Consideration Cap.
