Limitations on Indemnification - Buyer. Buyer will not be liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(I) for (a) any Losses of or to Seller or any other person entitled to indemnification from Buyer or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incidental or relating to or resulting from any of the foregoing the items described in clauses (a) and (b) collectively being referred to for purposes of this SECTION 11.6 as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION 11.6, be liable exceeds, on an aggregate basis, the Threshold Amount, in which case Buyer will be liable for all such Seller Damages, which will be due and payable within 15 days after Buyer's receipt of a statement therefor.
Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3(a) for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable plus the amounts for which Buyer's Affiliates would be liable under Section 10.3(a) of the Related Agreement (disregarding the provisions of Section 10.6 of the Related Agreement) exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there will not be included any Losses arising from any single claim that is less than $10,000. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any single claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.4. Buyer will not be liable for punitive damages assessed for Seller's conduct. The maximum aggregate amount that Buyer and its Affiliates will be required to pay for indemnification arising under Section 10.3(a) of this Agreement in respect of all claims by all indemnified parties is $90,500,000 (Ninety Million Five Hundred Thousand Dollars). Notwithstanding the preceding, neither the minimum nor maximum limits specified in this Section 10.6 will apply to: (i) the obligation to pay the Purchase Price, as adjusted; (ii) the obligation to pay post-Closing adjustments pursuant to Section 3.3; (iii) Buyer's obligation to assume and perform the Assumed Obligations and Liabilities; or (iv) any indemnification claims pursuant to Section 10.3(b), 57 63 10.3(c) or 10.3(d), irrespective of whether such claims also constitute claims under Section 10.3(a)).
Limitations on Indemnification - Buyer. Except as provided in Section 3.1, Buyer will not be liable for indemnification arising under this Agreement for (a) any losses, damages, liabilities, deficiencies or obligations of or to Seller or any other person entitled to indemnification from Buyer or (b) any claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing (the items described in clauses (a) and (b) collectively being referred to for purposes of this Section 11.6 as "Seller Damages") unless and until the amount of Seller Damages for which Buyer would, but for the provisions of this Section 11.6, be liable exceeds, on an aggregate basis, the sum of $25,000, whereupon and whereafter Buyer will be liable for all such damages in excess of $25,000, but not to exceed $2,500,000, which will be due and payable within 15 days after Buyer's receipt of a statement therefor.
Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3 for any Losses of or to Seller or any other person entitled to indemnification from Buyer unless the amount of such Losses for which Buyer would, but for the provisions of this Section 10.6, be liable exceeds, on an aggregate basis, the Threshold Amount, provided that in determining whether the Threshold Amount has been exceeded, there shall not be included any Losses arising from any single claim that is less than $10,000 in the aggregate. If the Threshold Amount is exceeded, Seller will be liable for the full amount of all Losses (including any claims for Losses of less than $10,000), which amount will be due and payable within 15 days after the later of (a) the date Buyer receives a statement therefor and (b) the date an Action with respect to such Losses is settled or decided in accordance with section 10.
Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising under Section 10.3 for any Losses of or to Seller or any other
Limitations on Indemnification - Buyer. 44 10.7. Sole Remedy.......................................................44
Limitations on Indemnification - Buyer. (a) Notwithstanding any other provision in this Agreement, and in addition to the limitations set forth above, Buyer will have no liability (for indemnification or otherwise) with respect to any breach of any of Buyer's representations and warranties of which Seller had actual knowledge on the date such representation and warranty is made or deemed made (including without limitation on the Closing Date).
(b) Notwithstanding any other provision in this Agreement, and in addition to the limitations set forth above, (i) Buyer will have no liability in respect of its indemnification obligations under this Agreement under Sections 10.3(a), (b), (d) or (e) unless and until the monetary value of the Adverse Consequences suffered by the Seller Indemnitees, in the aggregate, exceeds U.S.$200,000, in which event the relevant Seller Indemnitees shall only be entitled to recover amounts in respect of Buyer's indemnification obligations hereunder that are in excess of U.S.$200,000, and (ii) Buyer's maximum liability to the Seller Indemnitees in respect of Buyer's indemnification obligations under Section 10.3, in the aggregate, shall be the Purchase Price.
Limitations on Indemnification - Buyer. 44 SECTION 12. MISCELLANEOUS........................................................................................44 12.1
Limitations on Indemnification - Buyer. The Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.3 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. However, the $25,000 limitation contained in the preceding sentence will not apply to any breach of any of the Buyer's representations and warranties of which the Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by the Buyer of any covenant or obligation, and the Buyer will be liable for all Damages with respect to such breaches.
Limitations on Indemnification - Buyer. Buyer will not be liable for indemnification arising solely under Section 11.3(a) for (a) any Losses of or to Seller or any other Person entitled to indemnification from Buyer or (b) any Losses incidental to or relating to or resulting from any of the foregoing the items described in clauses (a) and (b) collectively being referred to for purposes of this Section as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this Section, be liable exceeds, on an aggregate basis, $50,000, in which case Buyer will be liable for all such Seller Damages, which will be due and payable within 15 days after Buyer's receipt of a statement therefor. Buyer will not have any liability under Section 11.3 to the extent that the aggregate amount of Losses otherwise subject to its indemnification obligations thereunder exceeds $2,500,000, except for any failure of Buyer to pay or perform its Assumed Obligations and Liabilities.
