Common use of Limitations on Indemnification by Buyer Clause in Contracts

Limitations on Indemnification by Buyer. Buyer will not be liable for indemnification arising solely under Section 11.3(a)(i) 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 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, $100,000, in which case Buyer will be liable for all such Seller Damages, which will be due and payable within thirty (30) days after Buyer's receipt of a statement therefor. In no event will Buyer be liable for damages in excess of $37,000,000.