LIMITATIONS ON AMOUNT--SELLERS Clause Samples
LIMITATIONS ON AMOUNT--SELLERS. (a) Subject to Sections 10.5(c) and 10.5(d) each of the Persons (a "Seller") who collectively comprise the Sellers shall be severally but not jointly liable for all of Buyer's Damages caused by: (i) any fraud of such Seller; and (ii) any defect in title of such Seller to the Shares to be conveyed by such Seller pursuant hereto, including any Encumbrance thereon.
(b) If the Closing does not occur due to breach by a Seller of any covenant, representation or warranty contained herein, the Company shall be liable to Buyer for up to a maximum of $1,000,000 of Buyer's Damages caused thereby.
(c) Except as provided in Sections 10.5(a) and 10.5(b), in the event of a breach of a Seller of any covenant, representation or warranty of such Seller contained herein, the sole and exclusive remedy of Buyer and Buyer's sole recourse under the indemnification provisions of this Section 10 shall be recovery of Buyer's Damages from the funds deposited to escrow pursuant to Section 2.4(b)(ii) and interest thereon, up to a maximum amount equal to the total amount then held in escrow. Notwithstanding Section 10.5(a) and subject to Sellers' rights of contribution pursuant to Section 10.11 below, Sellers shall be jointly and severally liable with respect to all sums deposited into Escrow for matters indemnifiable under Sections 10.2 and 10.3.
(d) Whenever this Agreement provides for joint and several liability of Sellers, such joint liability shall be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such joint liability shall be recovery in respect thereof from the funds deposited to escrow. Except as provided in Section 10.5(a), whenever this Agreement provides for joint and several liability or for several liability of a Seller, such several liability shall also be limited to the total amount from time to time held in escrow pursuant to the Escrow Agreement and the sole and exclusive remedy of Buyer and Buyer's sole recourse with respect to such several liability shall be recovery in respect thereof from the funds deposited to escrow. The several liability of each Seller under Section 10.5(a) shall not be limited by the amount deposited to escrow.
LIMITATIONS ON AMOUNT--SELLERS. (a) Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in Section 7.2 and 7.3 until, and only to the extent that, the total of all Damages with respect to such matters exceeds $50,000, However, this Section 7.6 will not apply to any Breach of any of Sellers' 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 Sellers will be jointly and severally liable for all Damages with respect to such Breaches. In addition, this Section shall not apply to any claim brought under Sections 5.2, 5.3, 5.4, 5.5, 5.6, 5.10, 5.11, 8.1, and 8.5, an Employment Agreement or a Rights Agreement.
(b) Sellers' liability, under Section 7.2(c) and 7.3 on a claim made for indemnification pursuant to Section 7.2(c) (provided, however, that from 12 months after the Closing Date, such liabilities will be limited to third party claims), during each of the twelve-month period referred to in column A hereof shall be limited to the percentage of Damages therewith set forth in column B hereof, as follows:
LIMITATIONS ON AMOUNT--SELLERS. Sellers 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; provided that, in such event, indemnification shall be made for all Damages of the Indemnified Persons, including such first $50,000. However, this Section 10.5 will not apply to any Breach of any of any Seller's representations and warranties of which any Seller had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by any Seller of any covenant or obligation, and Sellers will be liable for all Damages with respect to such Breaches.
LIMITATIONS ON AMOUNT--SELLERS. Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in Sections 9.2 and 9.3 until the total of all Damages with respect to such matters exceeds $50,000, and then only for fifty (50%) percent of the amount by which such Damages exceed $50,000 up to a maximum Sellers' liability of $500,000. However, this Section 9.6 will not apply to any Breach of any of Sellers' representations and warranties of which any Seller had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by any Seller of any covenant or obligation, and Sellers will be jointly and severally liable for all Damages with respect to such Breaches.
LIMITATIONS ON AMOUNT--SELLERS. Except as otherwise provided herein, Sellers shall have no liability for indemnification with respect to claims under Section 10.01(i):
(i) Until the total of all Losses with respect to such matters exceeds Twelve Thousand Five Hundred ($12,500) Dollars in the aggregate, at which time the Buyer Indemnified Parties shall be entitled to recover all Losses in excess thereof.
(ii) To the extent that the total amount of indemnification to be paid by Sellers pursuant to Section 10.01(a) when ultimately determined shall exceed Two Million Five Hundred Thousand ($2,500,000) Dollars.
(iii) The limitations contained in Section 10.04(a) and (b) above shall not apply to the obligations under Section 10.01(a) with respect to the representations and warranties of the Sellers and/or Company under Section 4.02(e), 4.03(a), 4.03(b)(i) (first sentence only), 4.03(b)(ii), 4.03(e), 4.03(m)(i), 4.03(p), 4.03(aa), 4.03(bb) or 4.03(cc), or to actual fraud on the part of the Sellers or Company.
LIMITATIONS ON AMOUNT--SELLERS. Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a), (c) or, to the extent relating to any failure to perform or comply prior to the Closing Date, clause (b) of Sections 10.2 and 10.3 until the total of all Damages with respect to such matters exceeds One Thousand Dollars ($1,000.00), and then only for the amount by which such Damages exceed One Thousand Dollars ($1,000.00). However, this Section 10.6 will not apply to any Breach of any of Sellers' representations and warranties of which any Seller had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by any Seller of any covenant or obligation. Notwithstanding anything in this Agreement to the contrary, no individual Seller shall be liable in an amount greater than the value of the Acquisition Price, allocated to Seller as set forth in Section 2.1(a) through (d). For purposes of this Section the value of the liabilities assumed under Section 2.1(d) shall be allocated among the Sellers in the same proportion as the aggregate compensation paid to each Seller as the Acquisition Price set forth in Sections 2.1(a) through (c). For purposes of this Section the term "value of the Acquisition Price" shall mean the aggregate values recorded in Sections 2.1(b) through (d) and the product of the number of shares recorded in Section 2.1(a) multiplied by Five Dollars and 08/100 ($5.08).
LIMITATIONS ON AMOUNT--SELLERS. Sellers shall have no liability or obligation to Buyer under this Agreement, except to the extent that the amount thereof exceeds $500,000 as to all events or occurrences in the aggregate. In addition, Sellers will have no liability for the amount by which the total monetary value of all Adverse Consequences or other claims or damages exceeds $1,500,000. Notwithstanding the foregoing, the limitations of this Section 11.5 will not apply to any fraud or any intentional misrepresentation by a Seller or any breach of a covenant herein.
LIMITATIONS ON AMOUNT--SELLERS. Seller and Seller's Indemnifiers will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a), clause (b) of Section 10.2 or, to the extent relating to any failure to perform or comply prior to the Closing Date, clause (c) of Section 10.2 until the total of all Damages with respect to such matters exceeds $25,000 and then only for the amount by which such Damages exceed $15,000. Seller and Seller's Indemnifiers 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 $15,000, and then only for the amount by which such Damages exceed $5,000. However, this Section 10.6 will not apply to any Breach of any of Seller's representations and warranties of which 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 and Seller's Indemnifiers will be severally pro rata to their individual interests liable for all Damages with respect to such Breaches.
LIMITATIONS ON AMOUNT--SELLERS. No Seller shall have any Liability (for indemnification or otherwise) with respect to claims under Section 8.2(a) until the total of all Damages with respect to such matters exceeds $161,970 (the “Deductible”) and then, (a) with respect to claims under Section 8.2(a)(i) (excluding claims under or to matters arising in respect of Fundamental Representations), only for the amount by which such Damages exceed the Deductible up to an aggregate amount equal to ten percent (10%) of the Purchase Price, or (b) with respect to all other claims under Section 8.2(a), only for the amount by which such Damages exceed the Deductible up to the Purchase Price; provided, however, the Deductible shall not apply to claims (1) arising out of the Retained Liabilities described in Section 2.4(b)(iii) or the representations and warranties set forth in Section 3.15 (Taxes) or Section 3.23 (Environmental Matters) or (2) under Sections 8.2(a)(ii) through (vii) (including, for greater certainty, Specified Claims). However, the limitations in this Section 8.4 will not apply to claims under or to matters arising in respect of Fundamental Representations or to any Breach of any of any Seller’s representations and warranties of which any Seller had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by any Seller of any covenant or obligation, and Sellers will be liable for all Damages with respect to such Breaches. However, in no event shall such Liability of the Sellers hereunder exceed the Purchase Price.
LIMITATIONS ON AMOUNT--SELLERS. Sellers 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 until the total of all Damages with respect to such matters exceeds $25,000, and then only for the amount by which such Damages exceed $25,000. Buyer's right to recovery against each Seller under this Agreement or otherwise will be limited to the amount of the Purchase Price received by such Seller; however, this Section 10.5 will not apply to any Breach of any of Sellers' representations and warranties of which Sellers had Knowledge at any time prior to the date on which such representation and warranty is made and knowingly did not disclose such Breach to Buyer or any intentional Breach by Sellers of any covenant or obligation, and Sellers will be liable for all Damages with respect to such Breaches.