Common use of Limitations on Seller Indemnification Clause in Contracts

Limitations on Seller Indemnification. 9.6.1. Except as specifically otherwise provided, including, without limitation, claims against Seller relating to (i) failure of any of the representations and warranties of Seller contained in Section 4.13 (Tax) or any of the Fundamental Representations to be true and correct in all respects, (ii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iii) the Excluded Assets, (iv) the Excluded Liabilities, or (v) as a result of or in connection with the discharge of any Permitted Liens, Seller shall have no indemnification payment obligations unless and until the aggregate amount of Damages exceeds One Hundred Seventy-Five Thousand Dollars (US$175,000) (the “Basket Amount”); provided, that once the aggregate amount of such Damages exceeds the Basket Amount, Seller shall be liable for all such Damages back to Dollar one ($1). 9.6.2. No Buyer Indemnified Party shall have the right to seek indemnification with respect to any failure of any of the representations and warranties of Seller to be true and correct in all respects unless such claim is asserted during the applicable Survival Period for such representation or warranty. 9.6.3. Other than Seller’s liability for (i) failure of any of the representations and warranties of Seller contained in Section 4.13 (Tax) or any of the Fundamental Representations to be true and correct in all respects, (ii) any breach of any covenant of Seller contained in this Agreement, (iii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iv) the Excluded Assets, or (iv) the Excluded Liabilities, the aggregate liability of Seller hereunder shall in no event exceed the aggregate earnings Seller has received from Revenue Payments hereunder (the “Cap”). Buyer shall be required to first look to the Escrow Cash (to the extent not already disbursed) to satisfy any claims hereunder, and accordingly Buyer shall have no right to seek a recovery hereunder from Seller until the Escrow Cash then due has been fully disbursed or to the extent there are asserted claims in excess of the then Escrow Cash.

Limitations on Seller Indemnification. 9.6.1. Except as specifically otherwise providedNotwithstanding the foregoing provisions of Section 12.1, including, without limitation, claims against (a) Seller relating shall not be required to (i) failure of any of the representations and warranties of Seller contained in Section 4.13 (Tax) indemnify Purchaser or any of the Fundamental Representations to be true and correct in all respects, (ii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iii) the Excluded Assets, (iv) the Excluded Liabilities, or (v) as a result of or in connection with the discharge of any Permitted Liens, Seller shall have no indemnification payment obligations Purchaser-Related Entities under this Agreement unless and until the aggregate amount of Damages exceeds One Hundred Seventy-Five Thousand Dollars (US$175,000) (the “Basket Amount”); provided, that once the aggregate amount of such Damages all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket AmountLimitation and, in such event, Seller shall be liable responsible for the entire amount including all such Damages back to Dollar one amounts representing the Basket Limitation, ($1). 9.6.2. No Buyer Indemnified Party b) in no event shall have the right to seek indemnification liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge (and for purposes hereof, such knowledge shall include any failure information contained in the Due Diligence Material) of any of the representations and warranties of Seller to be true and correct in all respects unless such claim is asserted during the applicable Survival Period for such representation inaccuracy or warranty. 9.6.3. Other than Seller’s liability for (i) failure of any of the representations and warranties of Seller contained in Section 4.13 (Tax) or any of the Fundamental Representations to be true and correct in all respects, (ii) any breach of any representation, warranty or covenant of Seller contained in this Agreement (a “Purchaser-Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 for, or any other claim or cause of action under this Agreement, (iii) any Damages that are attributable, in whole at law or in partequity on account of any such Purchaser-Waived Breach, and (d) notwithstanding anything herein to the extent contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Seller set forth in Section 5.3, Section 5.4, Section 11.10, or Section 10.1 of this Agreement or to any Pursuit Costs that they are attributable, may be due Purchaser pursuant to this express terms of this Agreement. Notwithstanding anything contained in this Agreement or in any closing document to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Datecontrary, (iv) the Excluded Assets, or (iv) the Excluded Liabilities, the aggregate liability of Seller hereunder shall in no event exceed shall the aggregate earnings Seller has received from Revenue Payments hereunder (the “Cap”). Buyer shall be required to first look to the Escrow Cash (to the extent not already disbursed) to satisfy any claims hereunder, and accordingly Buyer shall have no right to seek a recovery hereunder from Seller until the Escrow Cash then due has been fully disbursed properties or to the extent there are asserted claims in excess assets of the then Escrow Cashdirect or indirect partners of Seller, or of the affiliate partnerships or corporations or successors or assigns of any such direct or indirect partners or affiliates, or the directors, officers or shareholders of any of the foregoing, be subject to satisfaction of any liabilities or obligations of Seller under this Agreement or in any closing document delivered by Seller at Closing and in no event shall Seller be liable for, nor shall Purchaser seek, any consequential, indirect or punitive damages from Seller.

Limitations on Seller Indemnification. 9.6.1. Except as specifically otherwise provided, includingSeller, without limitation, claims against Seller relating to (i) failure of any of the representations and warranties of Seller contained in Section 4.13 (Tax) or any of the Fundamental Representations to be true and correct in all respects, (ii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iii) the Excluded Assets, (iv) the Excluded Liabilities, or (v) as a result of or in connection with the discharge of any Permitted Liens, Seller shall have no indemnification payment obligations with respect to any breaches of a representation or warranty unless and until the aggregate amount of Damages with respect to any breach of one or more representation or warranty exceeds One Hundred Seventy-Five Fifty Thousand Dollars (US$175,000150,000) (the “Basket Amount”); provided, that once the aggregate amount of such Damages exceeds the Basket Amount, Seller shall be liable for all such Damages back to Dollar one ($1). 9.6.2. No Buyer Indemnified Party shall have the right to seek indemnification with respect to any failure breach of any of the representations and warranties of Seller to be true and correct in all respects a representation or warranty, unless such claim is asserted during the applicable Survival Period for such representation or warranty. 9.6.3. Other than Seller’s liability for (i) failure of any of the representations and warranties of Seller Notwithstanding anything contained in Section 4.13 (Tax) or any of the Fundamental Representations to be true and correct in all respects, (ii) any breach of any covenant of Seller contained in this Agreement, (iii) any Damages that are attributable, in whole or in part, and herein to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iv) the Excluded Assets, or (iv) the Excluded Liabilitiescontrary, the aggregate liability of Seller hereunder shall in no event exceed the aggregate earnings Seller has received from Revenue Payments hereunder Nine Million Dollars (the “Cap”US$9,000,000). Buyer shall be required to first look to the RP Escrow Cash and PG Escrow Cash (to the extent not already disbursed) to satisfy any claims hereunder, and accordingly Buyer shall have no right to seek a recovery hereunder from Seller until the RP Escrow Cash then due and PG Escrow Cash has been fully disbursed or to the extent there are asserted claims in excess of the then RP Escrow Cash and PG Escrow Cash. 9.6.4. In relation to claims above Two Hundred Fifty Thousand Dollars (US$250,000), no Buyer Indemnified Person shall be entitled to indemnification from Seller with respect to Damages incurred to defend against a third party claim unless it is ultimately determined pursuant to a judicial adjudication taken through trial and at least the first appeal that Seller is liable to such third party claimant. For all claims at or below Two Hundred Fifty Thousand Dollars (US$250,000), the Buyer Indemnified Person shall defend such claim in a reasonable and professional manner. To the extent that Seller elects to assume control of the defense of any third-party claim pursuant to Section 9.5, the Buyer Indemnified Person shall pay the costs of such defense, subject to reimbursement by Seller if it is ultimately determined pursuant to a judicial adjudication taken through trial and at least the first appeal that Seller is liable to such third party claimant. In the event that any Damages incurred to defend against a third party claim are covered by insurance of Seller, Seller agrees to use material and reasonable efforts to seek recovery under such insurance and the party responsible for such Damages under this Section 9.6.4 shall be entitled to the proceeds of insurance recovered by Seller in respect of such Damages.

Limitations on Seller Indemnification. 9.6.1. Except Notwithstanding any other provision hereof or of any applicable law, the Buyer Indemnitees shall not be entitled to make a claim as specifically otherwise a result of a breach of representation, warranty or covenant which survives the Closing pursuant to Section 5 hereof against Seller unless such claim, together with all other claims of the Buyer Indemnitees under Section 18.2.1 hereunder and under the equivalent provisions of the SIG Agreement and the Xxxx Xxxxx Casino Agreement (each as defined in Section 36), exceed in the aggregate $200,000 (in which case only the excess over $200,000 of such Claims will be paid); provided, however, that (i) such $200,000 minimum threshold with respect to indemnifiable Damages shall not apply to any claim for indemnification made by Buyer under this Agreement with respect to (w) the breach or inaccuracy of any of the representations or warranties contained in Section 5.1 (Organization, Standing and Authority), Section 5.3 (Title), or Section 5.4 (Litigation), (x) the gross negligence, willful misconduct or fraud of Seller, (y) any Excluded Obligation, or (z) Seller’s indemnification obligation pursuant to Section 18.2.2, (the items described in the immediately preceding clauses (w), (x), (y) and (z), collectively, the “Seller Retained Liabilities”), and (ii) except with respect to an indemnification obligation in respect of a Seller Retained Liability, Seller’s indemnification obligations for Damages under Section 18.2.1 of this Agreement (including, without limitation, indemnification obligations with respect to environmental claims against Seller relating to (iunder Section 5.11) failure shall not exceed, together with Seller’s equivalent indemnification obligations under the SIG Agreement and the Xxxx Xxxxx Casino Agreement, in the aggregate $14,375,000. The amount of any indemnifiable Damages under Section 18.2.1 shall be reduced by any insurance proceeds actually received with respect thereto (it being understood that after the satisfaction in full of indemnifiable Damages hereunder, the representations and warranties Buyer Indemnitees shall assign to Seller all of Seller contained in Section 4.13 (Tax) or any of the Fundamental Representations its rights to be true and correct in all respectsunpaid insurance proceeds with respect to insurance coverage, (ii) any Damages that are attributable, in whole or in part, and but only to the extent that they are attributable, applicable to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iii) the Excluded Assets, (iv) the Excluded Liabilities, or (v) as a result of or in connection with the discharge of any Permitted Liens, Seller shall have no indemnification payment obligations unless and until the aggregate amount of Damages exceeds One Hundred Seventy-Five Thousand Dollars (US$175,000) (the “Basket Amount”); provided, that once the aggregate amount of such Damages exceeds the Basket Amount, Seller shall be liable for all such Damages back to Dollar one ($1Damages). 9.6.2. No Buyer Indemnified Party shall have the right to seek indemnification with respect to any failure of any of the representations and warranties of Seller to be true and correct in all respects unless such claim is asserted during the applicable Survival Period for such representation or warranty. 9.6.3. Other than Seller’s liability for (i) failure of any of the representations and warranties of Seller contained in Section 4.13 (Tax) or any of the Fundamental Representations to be true and correct in all respects, (ii) any breach of any covenant of Seller contained in this Agreement, (iii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iv) the Excluded Assets, or (iv) the Excluded Liabilities, the aggregate liability of Seller hereunder shall in no event exceed the aggregate earnings Seller has received from Revenue Payments hereunder (the “Cap”). Buyer shall be required to first look to the Escrow Cash (to the extent not already disbursed) to satisfy any claims hereunder, and accordingly Buyer shall have no right to seek a recovery hereunder from Seller until the Escrow Cash then due has been fully disbursed or to the extent there are asserted claims in excess of the then Escrow Cash.

Limitations on Seller Indemnification. 9.6.1. Except Notwithstanding any other provision hereof or of any applicable law, the Buyer Indemnitees shall not be entitled to make a claim as specifically otherwise a result of a breach of representation, warranty or covenant which survives the Closing pursuant to Section 5 hereof against Seller unless such claim, together with all other claims of the Buyer Indemnitees under Section 18.2.1 hereunder and under the equivalent provisions of the St. Xxxxxx Agreement and the Xxxx Xxxxx Casino Agreement (each as defined in Section 36), exceed in the aggregate $200,000 (in which case only the excess over $200,000 of such Claims will be paid); provided, however, that (i) such $200,000 minimum threshold with respect to indemnifiable Damages shall not apply to any claim for indemnification made by Buyer under this Agreement with respect to (w) the breach or inaccuracy of any of the representations or warranties contained in Section 5.1 (Organization, Standing and Authority), Section 5.3 (Title), or Section 5.4 (Litigation), (x) the gross negligence, willful misconduct or fraud of Seller, (y) any Excluded Obligation, or (z) Seller’s indemnification obligation pursuant to Section 18.2.2, (the items described in the immediately preceding clauses (w), (x), (y) and (z), collectively, the “Seller Retained Liabilities”), and (ii) except with respect to an indemnification obligation in respect of a Seller Retained Liability, Seller’s indemnification obligations for Damages under Section 18.2.1 of this Agreement (including, without limitation, indemnification obligations with respect to environmental claims against Seller relating to (iunder Section 5.11) failure shall not exceed, together with Seller’s equivalent indemnification obligations under the St. Xxxxxx Agreement and the Xxxx Xxxxx Casino Agreement, in the aggregate $14,375,000. The amount of any indemnifiable Damages under Section 18.2.1 shall be reduced by any insurance proceeds actually received with respect thereto (it being understood that after the satisfaction in full of indemnifiable Damages hereunder, the representations and warranties Buyer Indemnitees shall assign to Seller all of Seller contained in Section 4.13 (Tax) or any of the Fundamental Representations its rights to be true and correct in all respectsunpaid insurance proceeds with respect to insurance coverage, (ii) any Damages that are attributable, in whole or in part, and but only to the extent that they are attributable, applicable to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iii) the Excluded Assets, (iv) the Excluded Liabilities, or (v) as a result of or in connection with the discharge of any Permitted Liens, Seller shall have no indemnification payment obligations unless and until the aggregate amount of Damages exceeds One Hundred Seventy-Five Thousand Dollars (US$175,000) (the “Basket Amount”); provided, that once the aggregate amount of such Damages exceeds the Basket Amount, Seller shall be liable for all such Damages back to Dollar one ($1Damages). 9.6.2. No Buyer Indemnified Party shall have the right to seek indemnification with respect to any failure of any of the representations and warranties of Seller to be true and correct in all respects unless such claim is asserted during the applicable Survival Period for such representation or warranty. 9.6.3. Other than Seller’s liability for (i) failure of any of the representations and warranties of Seller contained in Section 4.13 (Tax) or any of the Fundamental Representations to be true and correct in all respects, (ii) any breach of any covenant of Seller contained in this Agreement, (iii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iv) the Excluded Assets, or (iv) the Excluded Liabilities, the aggregate liability of Seller hereunder shall in no event exceed the aggregate earnings Seller has received from Revenue Payments hereunder (the “Cap”). Buyer shall be required to first look to the Escrow Cash (to the extent not already disbursed) to satisfy any claims hereunder, and accordingly Buyer shall have no right to seek a recovery hereunder from Seller until the Escrow Cash then due has been fully disbursed or to the extent there are asserted claims in excess of the then Escrow Cash.

Limitations on Seller Indemnification. 9.6.1. Except as specifically otherwise providedNotwithstanding the foregoing, includingbut subject to Section 6.6(a), without limitation, claims against Seller relating to (i) failure no Buyer Indemnified Party shall be entitled to indemnification pursuant to Section 8.2(a)(i) for any Losses unless and until the amount of all Losses for which all Buyer Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a)(i) exceeds $925,000 (the “Seller Threshold Amount”), at which time Buyer Indemnified Parties shall be entitled to indemnification for such Losses sustained by such Buyer Indemnified Parties that exceed the Seller Threshold Amount; (ii) in no event shall the aggregate amount of Losses sustained by the Buyer Indemnified Parties be entitled to indemnification pursuant to Section 8.2(a)(i) exceed $20,000,000 (the “Seller Indemnification Cap”); and (iii) Seller shall not be liable under this Article 8 for any special, indirect, incidental, consequential (in each case, to the extent not reasonably foreseeable), punitive or aggravated damages or damages for lost profits on the investment represented by the transactions contemplated hereby or lost prospective business opportunities. Notwithstanding this Section 8.2(e), the Seller Threshold Amount and the Seller Indemnification Cap shall not apply to any Losses arising out of, resulting from, relating to, incurred in connection with or incident to any breach of the representations and warranties of Seller contained set forth in Section 4.13 4.1 (TaxOrganization and Qualification), 4.2 (Authorization), 4.3(a) and 4.3(b) (No Conflict), 4.14(a) (Title to Purchased Assets), 4.15 (Questionable Payments), 4.21 (Tax Matters), 4.27 (Brokers), 4.31 (Anti-Corruption Matters) or any of the Fundamental Representations to be true and correct in all respects, (ii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iii) the Excluded Assets, (iv) the Excluded Liabilities, or (v) as a result of or in connection with the discharge of any Permitted Liens, Seller shall have no indemnification payment obligations unless and until the aggregate amount of Damages exceeds One Hundred Seventy-Five Thousand Dollars (US$175,000) (the “Basket Amount”); provided, that once the aggregate amount of such Damages exceeds the Basket Amount, Seller shall be liable for all such Damages back to Dollar one ($1)claim involving Fraud. 9.6.2. No Buyer Indemnified Party shall have the right to seek indemnification with respect to any failure of any of the representations and warranties of Seller to be true and correct in all respects unless such claim is asserted during the applicable Survival Period for such representation or warranty. 9.6.3. Other than Seller’s liability for (i) failure of any of the representations and warranties of Seller contained in Section 4.13 (Tax) or any of the Fundamental Representations to be true and correct in all respects, (ii) any breach of any covenant of Seller contained in this Agreement, (iii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iv) the Excluded Assets, or (iv) the Excluded Liabilities, the aggregate liability of Seller hereunder shall in no event exceed the aggregate earnings Seller has received from Revenue Payments hereunder (the “Cap”). Buyer shall be required to first look to the Escrow Cash (to the extent not already disbursed) to satisfy any claims hereunder, and accordingly Buyer shall have no right to seek a recovery hereunder from Seller until the Escrow Cash then due has been fully disbursed or to the extent there are asserted claims in excess of the then Escrow Cash.

Limitations on Seller Indemnification. 9.6.1. Except Notwithstanding any other provision hereof or of any applicable law, the Buyer Indemnitees shall not be entitled to make a claim as specifically otherwise a result of a breach of representation, warranty or covenant which survives the Closing pursuant to Section 5 hereof against Seller unless such claim, together with all other claims of the Buyer Indemnitees under Section 18.2.1 hereunder and under the equivalent provisions of the SIG Agreement and the St. Xxxxxx Casino Agreement (each as defined in Section 36), exceed in the aggregate $200,000 (in which case only the excess over $200,000 of such Claims will be paid); provided, includinghowever, without limitation, claims against Seller relating to that (i) failure such $200,000 minimum threshold with respect to indemnifiable Damages shall not apply to any claim for indemnification made by Buyer under this Agreement with respect to (w) the breach or inaccuracy of any of the representations and or warranties of Seller contained in Section 4.13 5.1 (TaxOrganization, Standing and Authority), Section 5.3 (Title), or Section 5.4 (Litigation), (x) the gross negligence, willful misconduct or fraud of Seller, (y) any of Excluded Obligation, or (z) Seller’s indemnification obligation pursuant to Section 18.2.2, (the Fundamental Representations to be true items described in the immediately preceding clauses (w), (x), (y) and correct in all respects(z), collectively, the “Seller Retained Liabilities”), and (ii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iii) the Excluded Assets, (iv) the Excluded Liabilities, or (v) as a result of or in connection with the discharge of any Permitted Liens, Seller shall have no indemnification payment obligations unless and until the aggregate amount of Damages exceeds One Hundred Seventy-Five Thousand Dollars (US$175,000) (the “Basket Amount”); provided, that once the aggregate amount of such Damages exceeds the Basket Amount, Seller shall be liable for all such Damages back to Dollar one ($1). 9.6.2. No Buyer Indemnified Party shall have the right to seek indemnification except with respect to any failure an indemnification obligation in respect of any of the representations and warranties of a Seller to be true and correct in all respects unless such claim is asserted during the applicable Survival Period for such representation or warranty. 9.6.3. Other than Retained Liability, Seller’s liability indemnification obligations for (i) failure of any of the representations and warranties of Seller contained in Section 4.13 (Tax) or any of the Fundamental Representations to be true and correct in all respects, (ii) any breach of any covenant of Seller contained in this Agreement, (iii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iv) the Excluded Assets, or (iv) the Excluded Liabilities, the aggregate liability of Seller hereunder shall in no event exceed the aggregate earnings Seller has received from Revenue Payments hereunder (the “Cap”). Buyer shall be required to first look to the Escrow Cash (to the extent not already disbursed) to satisfy any claims hereunder, and accordingly Buyer shall have no right to seek a recovery hereunder from Seller until the Escrow Cash then due has been fully disbursed or to the extent there are asserted claims in excess of the then Escrow Cash.under

Limitations on Seller Indemnification. 9.6.1. Except as specifically otherwise providedNotwithstanding ------------------------------------- anything in this Agreement to the contrary, including, without limitation, claims against Seller relating Seller's obligation to indemnify Buyer shall be subject to all of the following limitations: (i) failure The amount of any losses, costs, expenses, liabilities, penalties, claims, and other damages ("Losses") incurred by Buyer shall be reduced by (A) the amount Buyer recovers (after deducting all attorneys' fees, expenses, and other out-of-pocket costs of the representations recovery) from any insurer or other party liable for such Losses, and warranties of Seller contained in Section 4.13 Buyer shall use commercially reasonable efforts to effect any such recovery and (Tax) or any of the Fundamental Representations to be true and correct in all respects, (iiB) any Damages that are attributable, in whole tax benefit realized by Buyer or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iii) the Excluded Assets, (iv) the Excluded Liabilities, or (v) its owners as a result of any such Loss. (ii) Buyer shall be entitled to indemnification only for Losses as to which Buyer has given Seller written notice describing in reasonable detail the nature and basis for such indemnification ("Notice of Claim") on or in connection with prior to the discharge first anniversary of any Permitted Liens, the Closing Date. (iii) Seller shall have no not be required to make any indemnification payment obligations unless and under clause of Section 13(a) until the aggregate amount of Damages Losses resulting from or arising out of the matters referred to in Section 13(a)(i) exceeds One Hundred Seventy-Five Ten Thousand Dollars (US$175,000) (the “Basket Amount”$10,000.00); provided, provided that once if the aggregate amount of such Damages Losses exceeds the Basket Amountsuch amount, Seller shall be liable required to indemnify Buyer for all Losses indemnifiable under Section 13(a)(i) without regard to such Damages back to Ten Thousand Dollar one ($1)10,000.00) limitation. 9.6.2. No Buyer Indemnified Party shall have the right to seek indemnification with respect to any failure of any of the representations and warranties of Seller to be true and correct in all respects unless such claim is asserted during the applicable Survival Period for such representation or warranty. 9.6.3. Other than Seller’s liability for (i) failure of any of the representations and warranties of Seller contained in Section 4.13 (Tax) or any of the Fundamental Representations to be true and correct in all respects, (ii) any breach of any covenant of Seller contained in this Agreement, (iii) any Damages that are attributable, in whole or in part, and to the extent that they are attributable, to the operation of the Business or the ownership of the Purchased Assets on or before the Closing Date, (iv) the Excluded Assets, or (iv) the Excluded Liabilities, the aggregate liability of Any amounts owed to Buyer by Seller hereunder shall in no event exceed the aggregate earnings Seller has received from Revenue Payments hereunder (the “Cap”). Buyer pursuant to this Section 13 shall be required limited to first look to the Escrow Cash fifty Thousand Dollars (to the extent not already disbursed$ 50,000.00) to satisfy any claims hereunder, and accordingly Buyer Seller shall have no right to seek a recovery hereunder from Seller until the Escrow Cash then due has been fully disbursed other liability or to the extent there are asserted claims in excess of the then Escrow Cashresponsibility for indemnification hereunder.