Limitations on Buyer’s Liability. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 7.3 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. However, this Section 7.6 will not apply to any Breach of any of Buyer’s representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches. The total liability of Buyer pursuant to Section 7.3 shall be limited to an amount equal to $4,050,000.
Limitations on Buyer’s Liability. Notwithstanding anything to the contrary in this Agreement, the liability of Buyer under this Agreement, any Related Document and any other documents delivered in connection herewith or contemplated hereby shall be limited as follows:
(a) EXCEPT TO THE EXTENT ARISING OUT OF FRAUD, CRIMINAL MISREPRESENTATION OR WILLFUL MISCONDUCT, IN NO EVENT SHALL BUYER BE LIABLE TO THE SELLER INDEMNITEES FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, REMOTE OR SPECULATIVE DAMAGES INCLUDING LOST PROFITS.
(b) Notwithstanding anything to the contrary in this Agreement, in no event shall Buyer indemnify the Seller Indemnitees, or be otherwise liable in any way whatsoever to the Seller Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 11.4) otherwise subject to indemnification by Buyer pursuant to Section 11.2(a) until the Seller Indemnitees have incurred Losses otherwise indemnifiable pursuant to Section 11.2(a) that in the aggregate exceed One Hundred Thousand Dollars ($100,000), after which Buyer shall then be liable for all Losses incurred by the Seller Indemnitees that are indemnifiable pursuant to Section 11.2(a).
(c) Notwithstanding anything to the contrary in this Agreement, in no event shall Buyer indemnify the Seller Indemnitees, or be otherwise liable in any way whatsoever to the Seller Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 11.4) otherwise subject to indemnification by Buyer pursuant to Section 11.2(b) until (i) any individual Loss (or series of related Losses arising from a common set of facts) exceeds Fifty Thousand Dollars ($50,000) and (ii) the Seller Indemnitees have incurred Losses otherwise indemnifiable pursuant to Section 11.2(b) that in the aggregate exceed Twenty Million Dollars ($20,000,000). Buyer shall be liable for all Losses individually or in the aggregate (determined after giving effect to the other provisions of this Section 11.4) incurred by the Seller Indemnitees that are subject to indemnification by Buyer pursuant to Section 11.2(b) that in the aggregate exceed Twenty Million Dollars ($20,000,000), up to, but not exceeding, One Hundred Million Dollars ($100,000,000).
Limitations on Buyer’s Liability. In no event shall Buyer be liable to Seller for anticipated profits or for incidental or consequential damages. Buyer's liability for a claim of any kind for any loss or damage arising out of or in connection with or resulting from this Order, or from any performance or breach, shall in no case exceed the price allocable to the goods or services, which directly gives rise to the claim.
Limitations on Buyer’s Liability. The Buyer will not be liable under the indemnity provision in Section 7.3 in respect of any claim unless written notice of the claim providing reasonable details of the alleged Sellers' Losses has been provided to the Buyer within 18 months after the Closing Date, except in respect of a claim arising out of the Buyer's breach of Section 5.10.
Limitations on Buyer’s Liability. The liability of Buyer under Section VIII.2. of this Agreement shall be without deduction or limitation, except that the liability of Buyer under Section VIII.2.a. and Section VIII.2.d (to the extent it relates to Section VIII.2.a of this Agreement) shall:
(1) not arise with respect to a single course of conduct, related set of circumstances, occurrence or event unless the damages suffered by an indemnified party arising therefrom exceed One Thousand and 00/100 Dollars ($1,000.00) (a "Buyer Indemnifiable Breach");
(2) be recoverable only if and to the extent that the cumulative damages suffered by Seller for all Buyer Indemnifiable Breaches exceeds One Hundred Thousand and 00/100 Dollars ($100,000.00); and
(3) Seller shall not be entitled to more than one recovery for any single loss, damage, cost, expense, liability, obligation or claim even though such may have resulted from the breach or inaccuracy of more than one of the representations and warranties made by Buyer in or pursuant to this Agreement.
Limitations on Buyer’s Liability. In no event shall Buyer be liable to Seller for any lost profits, lost revenue, lost production or for any incidental, consequential, special, and exemplary or punitive damages. Without limiting the foregoing, the parties further agree that with respect to a claim arising out of or in connection the termination of this agreement or any Order, Seller’s damages, if any, shall be limited to the damages set forth in Section 29 (Termination Claims).
Limitations on Buyer’s Liability. In no event shall Buyer be liable to Seller for any lost profits or for any incidental, consequential, special, exemplary or punitive damages. Without limiting the foregoing, the parties further agree that in no event shall Seller’s damages exceed the value of Goods purchased by Xxxxx from Seller in the three months immediately preceding the alleged breach.
Limitations on Buyer’s Liability. The liability of the Buyer under Section 9.2 of this Agreement shall be without deduction or limitation, except that the liability of the Buyer under Section 9.2(a) of this Agreement shall:
(i) Be recoverable only if and to the extent that the cumulative damages suffered by the Parent and the Seller for all Buyer breaches exceeds Four Hundred and Fifty Thousand and 00/100 Dollars ($450,000);
(ii) Be limited in the aggregate to the Purchase Price; and
(iii) The Parent and the Seller shall not be entitled to more than one recovery for any single loss, damage, cost, expense, liability, obligation or claim even though such may have resulted from the breach or inaccuracy of more than one of the representations and warranties or covenant made by the Buyer in or pursuant to this Agreement.
Limitations on Buyer’s Liability. The Buyer shall not be liable under the indemnity provision in paragraph 8.3 in respect of any claim unless:
(a) written notice of the claim providing reasonable details of the alleged Seller’s Losses has been provided to the Buyers within 2 years of the Closing Date; and
(b) the aggregate of the Seller’s Losses exceeds the sum of $5,000 (in which event, the Buyer shall be liable for the whole amount of such Seller’s Losses and not only the excess over such amount).
Limitations on Buyer’s Liability. IN NO EVENT SHALL BUYER BE LIABLE TO SELLER FOR ANTICIPATED PROFITS OR FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT IN NO EVENT SHALL SELLER’S DAMAGES EXCEED THE FACE VALUE OF THE INDIVIDUAL PURCHASE ORDER(S) TO WHICH SELLER’S CLAIMS RELATE.
