Limitations on Seller’s Indemnity. (i) Seller shall not be liable for any Loss described in Section 10.1(a)(i) until the aggregate of all such Losses for which Seller is liable are in excess of $250,000. Notwithstanding the foregoing, Seller shall not indemnify or hold Buyer or its Affiliates harmless against any such individual Loss unless such Loss exceeds Fifty Thousand Dollars ($50,000) and no such individual Loss of less than Fifty Thousand Dollars ($50,000) (exclusive of attorneys' fees) shall be considered in determining whether the aggregate Losses exceed the deductible set forth in the preceding sentence.
(ii) Seller's aggregate liability for the Losses described in Section 10.1(a)(i) shall not exceed Five Million Dollars ($5,000,000); provided, however, that upon Buyer's satisfaction of all of its Obligations (as defined in the Promissory Note) under the Promissory Note, Seller's liability for the Losses described in Section 10.1(a)(i) shall not exceed an aggregate of Twenty Million Dollars ($20,000,000).
(iii) Neither Seller nor Seller's Affiliates shall have liability to Buyer or Buyer's Affiliates for any consequential, incidental or punitive damages, and Losses indemnifiable hereunder shall not include such damages.
Limitations on Seller’s Indemnity. Notwithstanding anything herein to the contrary, Seller shall have no obligation or liability under Section 12(b) or otherwise in connection with the transactions contemplated by this Agreement, with respect to any Losses suffered by the Buyer Group, in the aggregate, in excess of the Base Purchase Price. Further, notwithstanding anything herein to the contrary, Seller shall have no obligation or liability under Section 12(b). Buyer shall have no rights to any of the amounts in the Escrow Account in connection with a claim under Section 12(b) unless and until the aggregate amount of the Losses suffered by the Buyer Group , when combined with the value of Defects identified by Buyer but not asserted prior to Closing plus the value of Post-Closing Asserted Defects is more than the Threshold Amount; provided, however, that once such amount exceeds the Threshold Amount, then Seller shall be obligated to indemnify the Buyer Group for all such Losses in accordance with the terms of this Agreement. If Closing occurs, the express indemnities set forth in Section 12 and elsewhere in this Agreement and the parties’ rights under the Post-Closing Escrow Agreement shall be the exclusive remedies for the parties for the breach of any representation, warranty or covenant set forth in this Agreement.
Limitations on Seller’s Indemnity. (i) Seller will not be liable for any Loss described in Section 8.01(a)(i) unless and until the aggregate amount of all such Losses for which Seller is liable is in excess of $50,000 (the “Deductible”), and then only to the extent such amount exceeds the Deductible; provided, however, that any Losses relating, directly or indirectly, to any (A) Fraud, or (B) any breach of, or inaccuracy in, the Fundamental Representations shall not be subject to the Deductible.
(ii) Seller’s aggregate liability for the Losses described in Section 8.01(a)(i) will not exceed $500,000 (the “Cap”); provided, however, that any Losses relating, directly or indirectly, to any (A) Fraud, or (B) breach of any Fundamental Representations, shall not be subject to the Cap.
(iii) Except in the case of Fraud, in no event shall Seller’s aggregate liability under Section 8.01(a)(i) or Section 8.01(a)(ii) exceed the Purchase Price. For the avoidance of doubt, this Section 8.01(b)(iii) shall not apply to claims under Section 6.12 or with respect to breaches of the representation and warranties made in Section 4.09.
Limitations on Seller’s Indemnity. Except in cases of fraud or willful misconduct, Seller shall not be obligated to indemnify any Buyer Indemnified Party for any Loss described in Section 10.1(a)(i) with respect to breaches of representations and warranties until the aggregate of all such Losses for which Seller is liable are in excess of the Threshold Amount (in which event, subject to the terms, conditions and limitations set forth in this Article X, Seller shall be obligated to indemnify Buyer, and Buyer may assert its right to indemnification hereunder, to the full extent of such Losses, as if there were no Threshold Amount), or for any Loss of less than $10,000 unless such Loss is part of one or more similar or related Losses which in the aggregate would exceed $10,000. Except in cases of fraud or willful misconduct, Seller’s aggregate liability for Losses described in Section 10.1(a)(i) with respect to breaches of representations and warranties shall not exceed $9,600,000. Neither Seller nor Seller’s Affiliates shall have liability to any Buyer Indemnified Party for any consequential, incidental, special or punitive damages (other than for lost profits to the extent, if any, direct rather than consequential), and Losses indemnifiable hereunder shall not include such damages.
Limitations on Seller’s Indemnity. If the Closing occurs, notwithstanding anything set forth in this Article VII to the contrary:
(a) The Seller shall have no liability under Section 7.2(a) or 7.2(b) unless and until the aggregate amount of the Damages under such subsections exceeds $50,000, and then the Seller shall be liable only to the extent of the amount of such excess; provided, that the foregoing limitation shall not apply to any breach or alleged breach of any representation or warranty set forth in Sections 3.2, 3.9, 3.10, , 3.15 or 3.17.
(b) The Seller shall have liability under Section 7.2(a) or (b) only up to a maximum aggregate amount of the Damages under such subsections of $2,000,000; provided, that the foregoing limitation shall not apply to any breach or alleged breach of any representation or warranty set forth in Sections 3.2, 3.9, 3.10, , 3.15 or 3.17.
(c) No indemnification shall be required by the Seller under Section 7.2(a) or (b) unless the Seller shall have received notice of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Buyer on or before the date two years after the Closing Date; provided, however, that the foregoing limitation shall not apply to any breach or alleged breach of any representation or warranty set forth in Sections 3.2, 3.9, 3.10, , 3.15 or 3.17.
Limitations on Seller’s Indemnity. The maximum amount of Damages for which the Sellers shall be liable for Buyer Claims made pursuant to Section 18.2 shall be ten percent (10%) of the Purchase Price (the “Maximum Amount”). No Buyer Party shall seek, or be entitled to, indemnification from the Sellers pursuant to Section 18.2 until the aggregate amount of Damages incurred or suffered by all Buyer Parties under such section exceeds One Hundred Thousand and 00/100 Dollars ($100,000) (the “Damage Threshold”), and once the Buyer Parties have incurred or suffered aggregate Damages exceeding the Damage Threshold, the Buyer Parties shall be entitled to recover only the amount of Damages in excess of the Damage Threshold. All Buyer Claims made pursuant to Section 18.2 with respect to the representations and warranties contained in Section 6.1(l) (Tax Matters) and Section 6.1(n) (Environmental Matters) are not subject to the Damage Threshold and shall be fully reimbursable. Notwithstanding the above, Buyer shall not seek, or be entitled to, indemnification from Sellers for matters of which Buyer had actual knowledge prior to the Closing, as Buyers election to close shall be deemed a waiver of such matters.
Limitations on Seller’s Indemnity. Notwithstanding anything to the contrary set forth herein, Seller shall have no liability for indemnification hereunder in connection with the breach of any representation, warranty or covenant contained herein or for any Losses arising in connection with or with respect to the Transaction until (i) the individual amount of any Loss exceeds twenty-five thousand dollars ($25,000) and (ii) the total of all Losses with respect to such matters exceeds a deductible of two percent (2%) of the Base Purchase Price, and then Seller shall be responsible for those Losses in excess of deductible amount. Seller shall not have any liability for indemnification with respect to Losses suffered by the Buyer in excess of twenty percent (20%) of the Base Purchase Price. From and after the Closing and except as provided in Article 4, indemnification under this Article 4 shall be the sole and exclusive remedy available to any Party hereto against any other Party hereto for any claims arising out of or based upon the matters set forth in this Agreement and the Transaction, and no Party shall seek relief against any other Party to this Agreement other than through indemnification provided in this Section 4.12, subject to the limitations provided for in this Section 4.12). Nothing in this Section 4.12 shall limit the adjustments to Purchase Price provided for in Article 3.
Limitations on Seller’s Indemnity. Seller shall have no duty to indemnify Purchaser for any Losses arising hereunder with respect to Seller Rep Breaches: (i) until Purchaser has suffered Losses by reason of Seller Rep Breaches in excess of a One Hundred Fifty Thousand Dollars ($150,000) aggregate deductible (after which point the Seller will be obligated only to indemnify the Purchaser from and against such Losses in excess of such deductible); (ii) or thereafter to the extent the Losses the Purchaser has suffered by reason of Seller Rep Breaches up to an aggregate cap equal to ten percent (10%) of the Purchase Price (after which point the Seller will have no obligation to indemnify the Purchaser from and against such further Losses); and (iii) except with respect to any Seller Rep Breaches indemnity claims delivered to Seller prior to the first anniversary of the Closing Date. (b) Seller shall have no duty to indemnify Purchaser for any Losses arising hereunder with respect to Seller’s breach of any covenants of Seller contained in this Agreement which survive Closing except with respect to indemnity claims (i) delivered to Seller prior to the second anniversary of the Closing Date or (ii) based on Seller’s failure to duly pay any costs, expenses or taxes that are the Seller’s responsibility under Section 16.01(a). Section 14.03
Limitations on Seller’s Indemnity. (a) Seller Entities shall not be liable for a Loss covered under Section 10.1.1(i) until the aggregate of all Losses for which Seller Entities are liable are in excess of $1,000,000 (the "Basket"), in which event Buyer shall be entitled to assert a claim for the amount of all Losses (including any losses relating back to "dollar one" of such Losses) subject to the indemnification limit set forth in Section 10.1.2(b).
(b) Seller Entities aggregate liability pursuant to Section 10.1.2(a) above shall not exceed 25% of the sum of the Fortamet Amount plus the Altoprev Amount actually paid (net of any amount required to be refunded pursuant to Section 3.2.3), plus the cumulative amount of Royalties received by Seller (the "Indemnity Cap").
(c) The limitations set forth in subsections (a) and (b) of this Section 10.1.2 shall not be applicable to any losses covered under Section 10.1.1(ii) or (iii) above, or in the case of willful misconduct or fraud.
Limitations on Seller’s Indemnity. Notwithstanding anything herein to the contrary, Seller shall have no obligation or liability under Section 12(b) or otherwise in connection with the transactions contemplated by this Agreement, with respect to any Losses suffered by the Buyer Group, in the aggregate, in excess of the Base Purchase Price. Further, notwithstanding anything herein to the contrary, Seller shall have no obligation or liability under
