Limitations on Seller’s Liability. (i) All representations and warranties of Buyer made in this Agreement and all representations and warranties of Seller set forth in this Agreement shall be deemed to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, r...
Limitations on Seller’s Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL SELLER OR ANY OTHER INDEMNITEE BE LIABLE TO BUYER IN CONTRACT, TORT OR OTHERWISE WITH RESPECT TO ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY CLOSING DOCUMENT OTHER THAN ANY INTENTIONAL OR NEGLIGENT MISREPRESENTATION BY SELLER. IN ADDITION, IN NO EVENT WILL SELLER OR ANY OTHER INDEMNITEE BE LIABLE TO BUYER UNLESS AND UNTIL THE AGGREGATE AMOUNT OF DAMAGES FOR WHICH SELLER IS OBLIGATED TO PAY OR INDEMNIFY BUYER PURSUANT TO THIS AGREEMENT EXCEEDS THE SUM OF FIVE THOUSAND DOLLARS ($5,000.00) (THE “BASE AMOUNT”) WHEREUPON SELLER SHALL BE LIABLE FOR ALL SUCH DAMAGES, INCLUDING THE BASE AMOUNT, BUT, NOTWITHSTANIDNG ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL SELLER BE LIABLE TO BUYER FOR ANY DAMAGES TO THE BUYER IN EXCESS OF THE SUM OF ONE MILLION DOLLARS ($1,000,000.00); PROVIDED, HOWEVER, THAT THE LIMITATION ON SELLER’S LIABILITY IN THE EVENT THAT SPECIFIC PERFORMANCE IS NOT AVAILABLE TO BUYER SOLELY FOR THE REASON SET FORTH IN SUBPARAGRAPH (ii) OF PARAGRAPH 6.2 ABOVE SHALL REMAIN AN AMOUNT NOT TO EXCEED THREE MILLION DOLLARS ($3,000,000.00) AS SET FORTH IN PARAGRAPH 6.2. Buyer’s Initials: /s/ ES/DH
Limitations on Seller’s Liability. The Sellers will not be liable under the indemnity provision in Section 7.2 in respect of any claim unless:
Limitations on Seller’s Liability. The liability of the Parent and Seller under Section 9.1 of this Agreement shall be limited as set forth below.
(i) The aggregate liability of Parent and Seller under Section 9.1(a) of this Agreement and, to the extent it relates to matters arising under said Section 9.1(a), the liability of Parent and Seller under Section 9.1(e) of this Agreement, shall:
(A) not arise on account of a breach of a representation or warranty made by Seller if, prior to the Closing, Buyer obtains actual knowledge of the breach, including a reasonable basis to understand the nature and significance thereof, and Buyer nonetheless proceeds to the Closing and the consummation of the transactions contemplated by this Agreement without providing Seller with written notice of the breach and a reasonable opportunity to cure the breach;
(B) not arise with respect to a single course of conduct, related set of circumstances, occurrence or event unless the damages suffered by an indemnified party arising therefrom exceed Twenty-Five Thousand and 00/100 Dollars ($25,000.00) (“Seller Indemnifiable Breach”);
(C) be recoverable if and only to the extent that the cumulative damages suffered by all indemnified parties for all Seller Indemnifiable Breaches with respect to claims under Section 9.1(a) hereof exceeds One Million and 00/100 Dollars ($1,000,000.00); and
(D) be limited in the aggregate to an amount equal to ten percent (10%) of the Purchase Price; (provided that the $1,000,000 basket referred to in Section 9.3(g)(i)(C) shall not be accounted for in calculating such amount).
(ii) The aggregate liability of Parent and Seller under Section 9.1(c) of this Agreement shall:
(A) be recoverable if and only to the extent that the cumulative damages suffered by all indemnified parties with respect to claims under Section 9.1(c) hereof exceeds One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00); and
(B) be limited in the aggregate to an amount equal to fifteen percent (15%) of the Purchase Price; (provided that the $1,500,000 basket referred to in Section 9.3(g)(ii)(A) shall not be accounted for in calculating such amount).
(iii) The liability of the Parent and Seller in the aggregate under Section 9.1 of this Agreement shall:
(A) be limited to Indemnifiable Losses (as that term is defined in Section 9.3(i) of this Agreement);
(B) be limited to only one recovery by any indemnified party on account of any single loss, damage, cost, expense, liability, obligation or claim, even t...
Limitations on Seller’s Liability. Notwithstanding anything contained herein to the contrary, if the Closing shall have occurred and Buyer shall not have waived, relinquished and released all rights or remedies available to it at law, in equity or otherwise as provided hereunder, the aggregate liability of Seller arising pursuant to or in connection with the representations, warranties, covenants and other obligations (whether express or implied) of Seller in this Agreement and/or any documents executed by Seller in connection with this Agreement (including, without limitation, the Deed, or the General Assignment), shall not exceed One Million and No/100 Dollars ($1,000,000.00) in the aggregate, exclusive of attorneys' fees which Seller may owe to Buyer as described in Section 14. Notwithstanding the foregoing, Buyer waives its right to bring any claim or cause of action with respect to the representations, warranties, covenants and other obligations (whether express or implied) of Seller in this Agreement and/or any documents executed by Seller in connection with this Agreement (including, without limitation, the Deed, or the General Assignment), unless the damage to Buyer (individually or when combined with damages from other breaches) equals or exceeds Fifty-Thousand and No/100 Dollars ($50,000). The provisions of this Section 8.5.2 shall survive the Closing.
Limitations on Seller’s Liability. 9.1 The maximum aggregate liability of each Seller under or in respect of any claim under or in connection with this Agreement shall not exceed the amount of Consideration actually received by such Seller (other than a Claim in respect of the Warranties which shall be limited as provided for in Clause 9.2 and Schedule 5).
9.2 The Warrantors’ liability in respect of Claims and Financial Indebtedness Claims shall be limited or excluded (as the case may be) by the provisions of Schedule 5.
Limitations on Seller’s Liability. No liability shall attach to any Seller or Warrantor in respect of any claims under a Warranty or any other provision of this Agreement other than the covenants set out in Clauses 5.1, 5.2, 5.6 and 7 to the extent that a limitation set out in Schedule 5 applies. Each provision of Schedule 5 shall be read and construed without prejudice to each of the other provisions of Schedule 5.
Limitations on Seller’s Liability. Notwithstanding any other provision hereof, Sellers shall not be liable for any Losses under this Section 15. in excess of the aggregate amount of the Purchase Price received by Sellers at the time the claim for indemnification is made. Further, the indemnification provided for against Sellers in favor of the Buyer Indemnified Parties shall be, notwithstanding any other provision hereof, the exclusive remedy of the Buyer Indemnified Parties for claims against Sellers under or arising from this Agreement.
Limitations on Seller’s Liability. (a) If the Closing occurs, and subject to Section 14.3(b), Seller will have no liability to Buyer or any other person for indemnification or otherwise with respect to:
(1) any claim that arises out of or results from a breach of any representation or warranty in Section 4 or any covenant in Section 6, unless Buyer notifies Seller of the claim and specifies in reasonable detail the facts giving rise to the claim within two years after the Closing Date;
(2) any claim that arises out of or results from a breach of any representation or warranty in Section 4 if such representation or warranty was accurate on the date of this Agreement but due to events occurring after the date of this Agreement became materially inaccurate as of the Closing and Buyer expressly waived such breach as a closing condition under Section 8.1;
(3) any claim that arises out of or results from a breach of any representation or warranty in Section 4, if the aggregate liability for the claim (together with any related claims) is less than $10,000.00;
(4) all claims that arise out of or result from a breach of any representation or warranty in Section 4 that are not barred by Section 14.3(a)(3), unless the aggregate liability for such claims exceeds $90,000.00, and then only to the extent that the aggregate liability for such claims exceeds $90,000.00; or
(5) claims that arise out of or result from a breach of any representation or warranty in Section 4 to the extent that Seller’s aggregate liability for all claims that arise out of or result from a breach of any representation or warranty in Section 4 exceeds $2,000,000.00.
(b) The limitations on Seller’s liability in this Section 14.3 will not apply with respect to a claim that arises out of or results from:
(1) Seller’s failure to pay or perform any Retained Liability or any covenant; or
(2) a breach of any representation or warranty contained in Sections 4.1, 4.2, 4.3, 4.8 or 4.13 or based on fraud or intentional misrepresentation.
Limitations on Seller’s Liability. In this schedule references to a Warranty Claim include references to a claim for a breach of a Repeated Warranty and references to a Warranty Claim also include a claim by the Buyer to be indemnified under clause 5.3 save that paragraphs 1.1, 1.2, 3.2 and 4.1 of this schedule shall not apply to any claim to be indemnified under clause 5.3.