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

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. (a) Basket Amount. Seller shall will have no liability (for indemnification or otherwise) with respect to claims under the matters described in Section 11.2(a) 6.2 or 6.3 until the total of all Damages with respect to such matters exceeds one hundred thousand dollars ($100,000) 75,000.00 in the aggregate ("Basket AmountThreshold"), whereupon indemnification will but then for all Damages, except with respect to any Breaches of any representations and warranties set forth in Sections 3.3, 3.11 and 3.19, for which there shall be payable only for Damages in excess no Threshold and the liability of Seller shall be limited to the Basket AmountPurchase Price. However, this Section 11.5 6.6 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 either Seller had Knowledge at any time knowledge prior to the date on which Closing Date and misrepresented such representation and or warranty is made or any intentional Breach by Seller of any covenant or obligation. In no event shall the aggregate indemnification (except for breaches of Sections 3.3, 3.11 and 3.19) to be provided by Seller will pursuant to Section 6.2 and 6.3 exceed $6,000,000. Notwithstanding the foregoing (except as described in 6.2(f)), the Seller shall be liable for all Damages with respect for the matters described in Section 6.2(f) for which there shall be no Threshold, and Seller shall indemnify Buyer above $25,000 incurred relating to such Breachesmatters. (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.