Limitations on Buyer’s Indemnity. (i) Buyer shall not be liable for any Loss described in Section 10.2(a)(i) until the aggregate of all such Losses for which Buyer is liable are in excess of $250,000. Notwithstanding the foregoing, Buyer shall not indemnify or hold Seller or its Affiliates harmless against any such individual Loss unless such Loss exceeds Fifty Thousand Dollars ($50,000) and no such individual Loss of less than Fifty Thousand Dollars ($50,000) (exclusive of attorneys' fees) shall be considered in determining whether the aggregate Losses exceed the deductible set forth in the preceding sentence.
(ii) Buyer's aggregate liability for the Losses described in Section 10.1(a)(i) shall not exceed Five Million Dollars ($5,000,000); provided, however, that upon Buyer's satisfaction of all of its Obligations (as defined in the Promissory Note) under the Promissory Note, Buyer's liability for the Losses described in Section 10.2(a)(i) shall not exceed an aggregate of Twenty Million Dollars ($20,000,000)
(iii) Neither Buyer nor Buyer's Affiliates shall have liability to Seller or Seller's Affiliates for any consequential, incidental or punitive damages, and Losses indemnifiable hereunder shall not include such damages.
Limitations on Buyer’s Indemnity. (i) Buyer will not be liable for any Loss described in Section 8.02(a)(i) unless and until the aggregate amount of all such Losses for which Buyer is liable is in excess of the Deductible, and then only to the extent such amount exceeds the Deductible; provided, however, that any Losses relating, directly or indirectly, to Fraud shall not be subject to the Deductible.
(ii) Buyer’s aggregate liability for Losses described in Section 8.02(a)(i) will not exceed the Cap; provided, however, that any Losses relating, directly or indirectly, to any Fraud shall not be subject to the Cap.
(iii) Except in the case of Fraud, in no event shall Buyer’s liability under Section 8.02(a)(i) or Section 8.2(a)(ii) exceed the Purchase Price.
Limitations on Buyer’s Indemnity. If the Closing occurs, notwithstanding anything set forth in this Article VII to the contrary:
(a) The Buyer shall have liability under Section 7.3(a) or (b) only up to a maximum aggregate amount of Damages under such subsections of $2,000,000.
(b) No indemnification shall be required by the Buyer under Section 7.3(a) or (b) unless the Buyer shall have received notice of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Seller on or before the date two years after the Closing Date; provided that the foregoing limitation shall not apply to any breach or alleged breach of any representation or warranty set forth in Section 4.2 or 4.5.
Limitations on Buyer’s Indemnity. Except in cases of fraud or willful misconduct, Buyer shall not be obligated to indemnify any Seller Indemnified Party for any Loss described in Section 10.2(a)(i) with respect to breaches of representations and warranties until the aggregate of all such Losses for which Buyer is liable are in excess of the Threshold Amount (in which event, subject to the terms, conditions and limitations set forth in this Article X, Buyer shall be obligated to indemnify Seller, and Seller may assert its right to indemnification hereunder, to the full extent of such Losses, as if there were no Threshold Amount), or for any Loss of less than $10,000 unless such Loss is part of one or more similar or related Losses which in the aggregate would exceed $10,000. Except in cases of fraud or willful misconduct, Buyer’s aggregate liability for Losses described in Section 10.2(a)(i) with respect to breaches of representations and warranties shall not exceed $9,600,000. Buyer shall have no liability to any Seller Indemnified Party for any consequential, incidental, special or punitive damages (other than for lost profits to the extent, if any, direct rather than consequential), and Losses indemnifiable hereunder shall not include such damages.
Limitations on Buyer’s Indemnity. Except in cases of fraud or willful misconduct, Buyer shall not be obligated to indemnify any Seller Indemnified Party for any Loss described in Section 10.2(a)(i) with respect to breaches of representations and warranties until the aggregate of all such Losses for which Seller is liable are in excess of the Threshold Amount, and then only in respect of such excess. Except in cases of fraud or willful misconduct, Buyer’s aggregate liability for Losses described in Section 10.2(a)(i) with respect to breaches of representations and warranties shall not exceed the Cap. Notwithstanding anything contained in this Agreement to the contrary, the Threshold Amount shall not apply with respect to any Loss arising from or related to a breach of any covenants of Buyer or the representations and warranties set forth in Sections 6.1 (Organization) and 6.2(a) and (c) (Due Authorization).
Limitations on Buyer’s Indemnity. If the Closing occurs, notwithstanding anything set forth in this Article VIII to the contrary:
(a) The Buyer shall have no liability under Section 8.3(a) or 8.3(b) unless and until the aggregate amount of the Damages under such subsections exceeds $25,000 after which the Indemnifying Party shall have obligation to indemnify for the full amount of the Damages without regard to such limitation; provided, that the foregoing limitation shall not apply to any breach or alleged breach of any representation or warranty that, to the Buyer’s Knowledge, was inaccurate when made (whether upon execution of this Agreement or Closing), as to which the Buyers shall be liable in full from the first dollar of loss.
(b) No indemnification shall be required by the Buyer under Section 8.3(a) or 8.3(b) unless the Buyers shall have received notice of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Seller on or before the date three years after the Closing Date; provided that the foregoing limitation shall not apply to any breach or alleged breach of any representation or warranty set forth in Section 5.2 or 5.5.
(c) Buyer shall have no liability under Section 8.3(a) or 8.3(b) for the amount of Damages under such subsections that is greater than $1,000,000.
Limitations on Buyer’s Indemnity. Buyer shall have no obligation to indemnify Seller for any matters described in Sections 8(c) herein as to which Buyer has not received written notice of a claim for indemnification within twenty-four (24) months after the Closing Date
Limitations on Buyer’s Indemnity. Except in cases of fraud or willful misconduct, Buyer shall not be obligated to indemnify any Seller Indemnified Party for any Loss described in Section 8.2(a)(i) with respect to breaches of representations and warranties until the aggregate of all such Losses for which Buyer is liable are in excess of the Threshold Amount (in which event, subject to the terms, conditions and limitations set forth in this Article VIII, Buyer shall be obligated to indemnify Seller, and Seller may assert its right to indemnification hereunder, to the full extent of such Losses, as if there were no Threshold Amount), or for any Loss of less than US$10,000 unless such Loss is part of one or more similar or related Losses which in the aggregate would exceed US$10,000. Except in cases of fraud or willful misconduct, Buyer’s aggregate liability for Losses described in Section 8.2(a)(i) with respect to breaches of representations and warranties shall not exceed US$16,200,000. Buyer shall have no liability to any Seller Indemnified Party for any consequential, incidental, special or punitive damages (other than for lost profits to the extent, if any, direct rather than consequential), and Losses indemnifiable hereunder shall not include such damages.
Limitations on Buyer’s Indemnity. All claims by any Buyer Indemnitee under Section 8.2(a) must be made by notice to Seller of the underlying facts upon which such claim is based on or prior to March 31, 2011; except for claims made pursuant to paragraph (4) (i) and (ii) of Schedule 8.2 which must be made by notice to Seller of the underlying facts upon which such claim is based for each of the New Jersey and Connecticut Warehouse Leases, determined individually, on or prior to the earlier of September 30, 2011 or, solely with respect to indemnity claims for such Warehouse Lease, the date upon which such Warehouse Lease is terminated. Seller’s aggregate liability with respect to the indemnification obligations under Section 8.2(a) is limited to an amount equal to Two Million Dollars ($2,000,000), except for claims made pursuant to paragraph (4) of Schedule 8.2, for which Seller’s liability is capped at Six Hundred Thousand Dollars ($600,000); provided that the foregoing is not intended to limit Seller’s obligations to comply with Sections 5.10 and 5.11 of this Agreement.
Limitations on Buyer’s Indemnity. (i) Buyer shall not be liable for any Loss described in Section 10.2(a)(i) until the aggregate of all such Losses for which the Buyer is liable are in excess of $10,000.
(ii) Buyer’s aggregate liability for all Losses described in Section 10.2(a)(i) shall not exceed Two Million U.S. dollars ($2.0 million).
(iii) Neither Buyer nor Buyer’s Affiliates shall have liability to Seller or Seller’s Affiliates for any consequential, incidental or punitive damages, and Losses indemnifiable hereunder shall not include such damages.
(iv) The provisions of Section 8.3 hereof shall govern for the matters specified therein and preclude the applicability of this Section 10.2 to such matters.
