Common use of Limitations on Indemnification - Buyer Clause in Contracts

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.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Jones Cable Income Fund 1-C LTD), Asset Purchase Agreement (Jones Cable Income Fund 1-B LTD), Asset Purchase Agreement (Jones Cable Income Fund 1-C LTD)

AutoNDA by SimpleDocs

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$250,000, 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.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Jones Growth Partners L P), Asset Purchase Agreement (Cable Tv Fund 15-a LTD), Asset Purchase Agreement (Cable Tv Fund 14-a LTD)

Limitations on Indemnification - Buyer. Buyer will not be liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(I10.3(A)(I) for (a) any Losses losses, damages, liabilities, deficiencies or obligations of or to Seller or any other person entitled to indemnification from Buyer Indemnified Party 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 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 10.6 as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION 11.610.6, be liable exceeds, on an aggregate basis, the Threshold Amount$3,000,000, 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Knight Ridder Inc)

Limitations on Indemnification - Buyer. Buyer will not be -------------------------------------- liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(I11.3(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$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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jones Cable Income Fund 1-a LTD)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jones Cable Income Fund 1-a LTD)

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$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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jones Cable Income Fund 1-a LTD)

Limitations on Indemnification - Buyer. Buyer will not be --------------------------------------- liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(I11.3.1(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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jones Intercable Inc)

AutoNDA by SimpleDocs

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$250,000, 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ids Jones Growth Partners 89-B LTD)

Limitations on Indemnification - Buyer. Buyer will not be liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(ISection 11.3(a) for (a) any Losses 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) incidental 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 Section 11.6 as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION Section 11.6, be liable exceeds, on an aggregate basis, the Threshold Amounttwenty-five thousand dollars, in which case Buyer will only be liable for all such Seller DamagesDamages in excess of such amount, which will be due and payable within 15 days after Buyer's receipt of a statement therefor.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cencom Cable Income Partners Ii L P)

Limitations on Indemnification - Buyer. Buyer will not be liable for -------------------------------------- indemnification arising solely under SECTION 11.3(A)(I(a)(i) through (a)(vi) of Section 11.3 for (a) any Losses of or to Seller Sellers 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 Section 11.6 as "Seller Damages") unless the amount of Seller Damages for which Buyer would, but for the provisions of this SECTION Section 11.6, be liable exceeds, on an aggregate basis, the Threshold Amount$175,000, in which case Buyer will be liable for all such Seller DamagesDamages up to $2,000,000, which will be due and payable within 15 days after Buyer's receipt of a statement therefor. In regard to Seller Damages arising under Section 11.3, Buyer's total liability to Sellers shall not exceed $2,000,000. In regard to Seller's Damages arising pursuant to Section 11.3, Buyer shall be liable for indemnification arising thereunder for the period of the applicable statute of limitations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Frontiervision Holdings Capital Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!