Limitations on Liability of Seller. Notwithstanding anything to the contrary herein:
(a) a breach of any representation, warranty or covenant of Seller in this Agreement in connection with any single item or group of related items that results in Losses of less than $50,000 shall be deemed for all purposes of this Article VIII not to be a breach of such representation, warranty or covenant; provided, however, that claims for indemnification under Section 8.2(a)(iii) shall not be subject to this Section 8.4(a);
(b) Seller shall have no liability arising out of or relating to Section 8.2(a)(i) except if the aggregate Losses actually incurred by Buyer Indemnified Parties thereunder exceed one percent (1%) of the Initial Purchase Price (and then, subject to Section 8.4(c), only to the extent such aggregate Losses exceed such amount) (the “Deductible”); provided, however, that the Deductible shall not apply to any single item, or group of related items, that results in Losses (without regard to the Deductible, and the payment of which shall not be counted towards the Deductible) that Buyer Indemnified Parties actually incurred to the extent arising from or out of the breach of any Fundamental Seller Representation;
(c) in no event shall Seller’s aggregate liability arising out of or relating to Section 8.2(a)(i) exceed five percent (5%) of the Initial Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to any single item, or group of related items, that results in Losses (the payment of which shall not be counted towards the Cap) that Buyer Indemnified Parties actually incurred to the extent arising from or out of the breach of any Fundamental Seller Representation;
(d) notwithstanding anything to the contrary in Sections 8.4(b) and 8.4(c), in no event shall Seller’s aggregate liability arising out of or relating to Section 8.2(a) exceed the Final Purchase Price.
(e) in no event shall Seller be liable under Section 8.2(a) for any Losses arising from the negligence, strict liability of or violation of any Law by Buyer or any of its Affiliates or arising from an action taken or not taken by Seller at the request of or with the consent of Buyer;
(f) the amount of any Loss for which a Buyer Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually received by such Buyer Indemnified Party with respect to such Loss; (ii) any Tax Benefits actually realized by such Buyer Indemnified Party with respect to such Loss and (i...
Limitations on Liability of Seller. THE SELLER WILL NOT BE LIABLE FOR ANY RIGHT, CLAIM OR REMEDY, AND THE BUYER WILL INDEMNIFY THE SELLER AGAINST THE CLAIMS OF ANY THIRD PARTIES FOR ANY DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF WARRANTED PARTS OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS SUB-CLAUSE 12.1.7, INCLUDING BUT NOT LIMITED TO: (I) LIABILITY IN CONTRACT OR TORT, (II) LIABILITY ARISING FROM THE BUYER'S ACTUAL OR IMPUTED NEGLIGENCE, INTENTIONAL TORTS AND/OR STRICT LIABILITY, AND/OR (III) LIABILITY TO ANY THIRD PARTIES.
Limitations on Liability of Seller. Notwithstanding anything to the contrary herein, Seller’s indemnity obligations pursuant to Section 8.4 shall be subject to the following limitations:
8.8.1 Seller shall have no liability for any Claim under Section 8.4.1 (other than Claims for breaches of any Fundamental Representation) in the event each such Claim is less than One Hundred Thousand Dollars ($100,000), in which case such Claim will not apply toward the Deductible Amount or be indemnifiable hereunder.
8.8.2 Seller shall have no liability for any Claims under Section 8.4.1 until, and only to the extent that, the aggregate amount of all such Claims actually incurred by Buyer thereunder (excluding Claims for which Section 8.8.1 applies) exceeds an amount equal to two percent (2%) of the Purchase Price (the “Deductible Amount”), in which event Seller’s indemnity obligations under Section 8.4.1 shall apply only to Claims (excluding Claims for which Section 8.8.1 applies) to the extent that they exceed the Deductible Amount (subject to the maximum liability provided for in Section 8.8.3 below); provided, however, the limitation in this Section 8.8.2 shall not apply to any Claims for breach of any Fundamental Representation.
8.8.3 In no event shall Seller’s aggregate liability for any Claims under Section 8.4.1 or Section 8.4.2 exceed ten percent (10%) of the Purchase Price (the “Cap Amount”), and Buyer waives and releases and shall have no recourse against Seller for any Claims under Section 8.4.1 or Section 8.4.2 in excess of such Cap Amount; provided, however, the limitation in this Section 8.8.3 shall not apply to (and Buyer does not waive or release) any Claims for breach of any Fundamental Representation or breach of any covenant in Article 9.
Limitations on Liability of Seller. The parties agree that Article 201 of the Swiss Code of Obligations is not applicable to any claim arising out of or in connection with this Agreement.
(i) The aggregate liability of the Seller in respect of all claims ("Relevant Claims") for damages, for breach of the representations and warranties in this Agreement other than those set out in Clause 4.3(f) and 5.
Limitations on Liability of Seller. The liability of Seller under Section 6.1 of this Agreement shall be without deduction or limitation, except that such liability shall be only to a maximum amount of $1.5 million and may be payable in the form of the Promissory Note. Seller may, at Seller’s discretion, offset any amount that Seller may owe to Purchaser, if any, as indemnity pursuant to this Article 6, against amounts owed by Purchaser to Seller under the Note.
Limitations on Liability of Seller. Notwithstanding any other provision of this Agreement:
(i) Save for any Employment Liabilities and Employment Costs incurred under Section 8(d) and which are addressed in Section 8(d), Buyer shall have the right to payment by CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar (as applicable) for Losses incurred or suffered by Buyer under or in any manner connected with this Agreement only if, and only to the extent that, Buyer shall have incurred, as to all aggregated successful contract actions based on breach of this Agreement under Section 8(b) or any other provision of this Agreement, and indemnifiable third party claims under Section 8(c), Losses in excess of $750,000.
(ii) Seller shall have no liability under this Agreement in excess of $20,000,000.00 in the aggregate (except for those indemnifiable Employment Liabilities and Employment Costs set forth in Section 8(d), all of which are addressed in Section 8(d)).
(iii) SAVE FOR ANY EMPLOYMENT LIABILITIES INCURRED UNDER SECTION 8(d), IN NO EVENT SHALL CSARL, CAT UK, CAT POLAND, CAT TOSNO, CAT HUNGARY, CATERPILLAR OR BUYER HAVE ANY LIABILITY UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY FOR SPECIAL, SPECULATIVE, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS.
(iv) THE SOLE AND EXCLUSIVE LIABILITY AND RESPONSIBILITY OF CSARL, CAT UK, CAT POLAND, CAT TOSNO, CAT HUNGARY, AND CATERPILLAR TO BUYER UNDER OR IN CONNECTION WITH THE ACQUIRED ASSETS, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING FOR ANY SUCCESSFUL CONTRACT ACTION BASED ON BREACH OF THIS AGREEMENT OR INDEMNIFIABLE THIRD PARTY CLAIMS UNDER THIS SECTION 8 OR FOR ANY OTHER REASON), AND THE SOLE AND EXCLUSIVE REMEDY OF BUYER WITH RESPECT TO ANY OF THE FOREGOING, SHALL BE AS SET FORTH IN THIS SECTION 8. To the extent that Buyer has any Losses for which it may assert any other right to indemnification, contribution or recovery from CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar (whether under this Agreement or under any common law theory or any statute or other law), Buyer hereby waives, releases and agrees not to assert such right, and Buyer agrees to cause each of its Affiliates to waive, release and agree not to assert such right, regardless of the theory upon which any claim may be based, whether contract, equity, tort, fraud, warranty, strict liability or any other theory of liability.
(v) Seller shall have no liability un...
Limitations on Liability of Seller. Notwithstanding any other provision of this Agreement:
(a) The Purchaser Indemnified Parties shall have the right to payment by the applicable Seller under SECTION 9.2(a) only with respect to indemnifiable Losses that either (i) exceed One Hundred Thousand Dollars ($100,000) and relate to an inaccuracy or breach or series of related inaccuracies or breaches under SECTION 2.6, 2.7, 2.8, 2.10, 2.18, 2.19, 2.21, 2.22 or 2.24 with respect to one or more Transferred Joint Venture Companies or (ii) exceed Fifty Thousand Dollars ($50,000) and relate to any other inaccuracy or breach or series of related inaccuracies or breaches with respect to one or more Transferred Joint Venture Companies or that relate to an inaccuracy or breach or series of related inaccuracies or breaches with respect to one or more POC Companies; provided, however, that no Purchaser Indemnified Party shall be entitled to indemnification under Section 9.2(a) unless the sum of the aggregate amount of all indemnifiable Losses (other than as excluded in CLAUSE (i) OR (ii)) for inaccuracies and breaches under this Agreement and under the Related Agreements exceeds Seventeen Million Dollars ($17,000,000) (at which point the Purchaser Indemnified Parties shall be entitled to all indemnifiable Losses (other than as excluded in CLAUSE (i) OR (ii)) accrued up to such threshold).
(b) The total liability of Sellers collectively under or in connection with this Agreement or the Related Agreements or the transactions contemplated hereby or thereby (including under SECTION 9.2(a), SECTION 9.2(b) or otherwise) for any breach of or inaccuracy in any representation or warranty (other than any Title and Authorization Warranty or Tax Warranty) shall not exceed Three Hundred and Twenty-Five Million Dollars ($325,000,000). Subject to the previous sentence, to the extent that such liability exceeds the sum of (i) $270,000,000, plus any payment received pursuant to clause (ii) of Section 1.2(a) plus or minus any payments made under SECTION 1.3 and (ii) the aggregate amount of cash received by Sellers from Purchaser in payments under the Hanover Note ((i) and (ii), collectively, the "AGGREGATE CASH RECEIVED"), the amount of that liability in excess of the Aggregate Cash Received may be satisfied by cancellation of an equivalent amount of unpaid principal under the Hanover Note.
(c) The total liability of Sellers collectively under or in connection with this Agreement or the Related Agreements for any breach of the ...
Limitations on Liability of Seller. THE SELLER SHALL NOT BE LIABLE FOR ANY RIGHT, CLAIM OR REMEDY, AND THE BUYER SHALL INDEMNIFY THE SELLER AGAINST THE CLAIMS OF ANY THIRD PARTIES FOR ANY DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF WARRANTED PARTS OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS SUBCLAUSE 12.1.7 WHICH WAS NOT IN COMPLIANCE WITH THE TERMS THEREOF, INCLUDING BUT NOT LIMITED TO: (I) LIABILITY IN CONTRACT OR TORT, (II) LIABILITY ARISING FROM THE BUYER’S ACTUAL OR IMPUTED NEGLIGENCE, INTENTIONAL TORTS AND/OR STRICT LIABILITY, AND/OR (III) LIABILITY TO ANY THIRD PARTIES. CT1707017 PA A321 NEO EXECUTION [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment.
Limitations on Liability of Seller. Notwithstanding any other provision of this Agreement:
(a) Other than Title and Authorization Warranties and the representations and warranties set forth in Sections 2.3, 2.4(a)(i), 2.15 and 2.23 to all of which no limitation under this Section 9.4(a) shall apply, the Purchaser Indemnified Parties shall have the right to payment by Seller under Section 9.2(b) only if, and only to the extent that, the Purchaser Indemnified Parties shall have incurred (i) as to any particular inaccuracy or breach, indemnifiable Losses in excess of $100,000 and (ii) as to all inaccuracies and breaches, indemnifiable Losses (other than as excluded in clause (i)) in excess of one percent (1.0%) of the Purchase Price (it being understood, for purposes of clarification, that the basket and other thresholds set forth in this sentence shall not apply to Section 9.2(a), Section 9.2(c), Section 9.4(d) and Article
Limitations on Liability of Seller. Notwithstanding any other provision of this Agreement or any right or remedy available under any law, from and after the Closing:
(a) The Purchaser Indemnified Parties shall have the right to payment by the Seller under Sections 8.2(a) and (b) only if, and only to the extent that, the Purchaser Indemnified Parties shall have incurred an aggregate indemnifiable Loss in excess of $100,000.00 and then only for the amount by which such aggregate indemnifiable Loss exceeds $100,000.00.
(b) Purchaser’s recourse against Seller for any claims under this Agreement shall be limited to recovery by Purchaser of not more than 600,000 shares of the Stock Consideration; provided that there shall be no limit on the amount or nature of the liability of Seller for intentional fraud by Seller.
