Common use of Limitations on Amount--Seller Clause in Contracts

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Astec Industries Inc)

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Limitations on Amount--Seller. Seller shall will have no liability (for indemnification or otherwise) with respect to claims under the matters described in Section 10.2(a) 9.2 until the total of all Damages with respect to such matters exceeds $200,000.00 25,000, 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 Price25,000.

Appears in 1 contract

Samples: Asset Purchase Agreement (Newcare Health Corp)

Limitations on Amount--Seller. Notwithstanding anything to the contrary set forth in this Agreement, Seller shall have no liability (for indemnification or otherwise) with respect to claims under Section 10.2(a11.2(a) until the total of all Damages with respect to such matters exceeds $200,000.00 500,000 (the “Threshold”) and then only for the amount by which such Damages exceed such amount, but in no event shall such liability exceed an aggregate maximum of $200,000.00. Except for any fraud, willful misrepresentation, intentional Breach or 5,250,000 (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“Cap”).

Appears in 1 contract

Samples: Purchase Agreement (Russ Berrie & Co Inc)

Limitations on Amount--Seller. Seller shall will have no liability (for indemnification or otherwise) with respect to claims under Section 10.2(athe matters described in Sections 6.2(a)(i), (ii) and (iii) until the total of all Damages damages with respect to such matters exceeds $200,000.00 and 300,000, provided that if such damages exceed $300,000 then only Seller shall be liable for the amount by which such Damages exceed initial $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 Price300,000 as well.

Appears in 1 contract

Samples: Asset Purchase Agreement (Liberty Livewire Corp)

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Limitations on Amount--Seller. Seller shall have no liability (for indemnification or otherwise) with respect to claims under the matters described in Section 10.2(a13.2(a), 13.2(b) or 13.2(d) until the total of all Damages with respect to such matters exceeds $200,000.00 40,000, and then only for the amount by which such Damages exceed $200,000.0040,000. Except for However, this limitation will not apply to any fraud, willful misrepresentation, intentional Breach or the Breach of the representation contained in Sections 3.8Section 4.4(a), 3.13, 3.15 and 3.21, Seller's liability Seller shall be liable for all Damages shall not exceed 50% of the Purchase Pricewith respect to such Breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Calloways Nursery Inc)

Limitations on Amount--Seller. Seller shall have no liability (for indemnification or otherwise) with respect to claims made by Buyer against Seller under Section 10.2(a) this Agreement until the total of all Damages with respect to such matters exceeds $200,000.00 25,000 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 Price25,000.

Appears in 1 contract

Samples: Asset Purchase Agreement (Golden Eagle International Inc)

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