Limitations on Seller’s Obligations. Sellers’ obligations under this Article VII are limited as follows:
Limitations on Seller’s Obligations. (a) No Seller shall be subject to any liability under Article IX with respect to any breach of any Seller’s representations and warranties under Article III until all Damages of the Buyer Indemnified Persons exceed the Basket Amount, at which point the Sellers will be obligated to indemnify the Buyer Indemnified Persons from and against all Damages in excess of the Basket Amount, but such indemnification amount shall not exceed the Cap; provided, however, neither the Basket Amount nor the Cap shall apply (but the Overall Cap shall apply) to any Damages (i) related in any way to Taxes, (ii) related to any Environmental Matter or related Liability, (iii) related in any way to the Sellers’ Fundamental Representations and Warranties, or (iv) incurred in connection with a claim based on fraud, or in connection with any claim under Section 9.02(b), (c), (d), or (e).
Limitations on Seller’s Obligations. Notwithstanding anything to the contrary set forth in this Agreement (but subject in each case to the provisions of Section 6.13), Sellers’ obligations pursuant to the provisions of this Article VI are subject to the following limitations and conditions:
Limitations on Seller’s Obligations. Following the Closing, the maximum liability of Seller under this Agreement as a result of any breach or inaccuracy of a representation, warranty or covenant of Seller contained in this Agreement or a breach or inaccuracy of a representation, warranty or covenant in any certificate, instrument, or other document delivered pursuant to this Agreement shall not exceed fifteen percent (15%) of Purchase Price, except in the case of (i) intentional, knowing or willful breach of this Agreement, fraud, or similar circumstances, (ii) Losses incurred as a result of Excluded Liabilities, (iii) Seller’s indemnification obligations under Section 8.2(b) or (iv) Losses relating to any breach of the representations or warranties contained in Section 4.5. Notwithstanding anything in Section 8.2(a) to the contrary, no Buyer Indemnified Party shall be entitled to be indemnified for any Loss described in Section 8.2(a)(i) or (ii) unless and until the Buyer Indemnified Parties, or any of them, have notified Seller pursuant to Section 8.5 and/or 8.6 of Losses reasonably incurred, accrued or sustained in excess of $75,000 in the aggregate (the “Basket Amount”), in which case, the Buyer Indemnified Parties shall be entitled to recover all Losses so identified. Notwithstanding the foregoing, the Buyer Indemnified Parties shall be entitled to recover for, and the Basket Amount shall not apply as a threshold to, any and all claims or payments made with respect to (w) all Losses reasonably incurred pursuant to any matter referenced in any clause of Section 8.2(a) other than clause (i) or (ii), (x) Losses incurrent pursuant to any breach of the representations or warranties contained in Section 4.5 or any matter referenced in Section 8.2(b), (y) intentional, knowing or willful breach of this Agreement, fraud, or similar circumstances, or (z) Losses incurred as a result of Excluded Liabilities. For the avoidance of doubt, there shall be no limitation on the amount of Seller’s liability for Excluded Liabilities, for intentional, knowing or willful breach of this Agreement, fraud, or similar circumstances, for any breach of the representations or warranties contained in Section 4.5, or for Seller’s indemnification obligations under Section 8.2(b).
Limitations on Seller’s Obligations. Seller shall not be subject to any liability under this Article 9 until all Damages of the Buyer Indemnified Persons exceed a Six Hundred Fifty Thousand Dollars ($650,000) aggregate threshold (the “Basket Amount”), at which point Seller will be obligated to indemnify the Buyer Indemnified Persons from and against all Damages in excess of the Basket Amount for an amount up to but not to exceed Fifteen Million Dollars ($15,000,000); provided, however, any liability of Seller under Article 9 related in any way to (i) Taxes or (ii) the covenants of Sections 5.01 and 5.03 through 5.14 inclusive shall not be subject to the provisions of this Section 9.03. The amount for which Seller shall be liable with respect to any Damages pursuant to Section 9.02 shall be reduced to the extent that the Buyer Indemnified Persons shall theretofore have realized any Net Proceeds recovered from third parties with respect to such Damages. If the Buyer Indemnified Persons shall have received or shall have had paid on their behalf an indemnity payment with respect to such Damages and shall subsequently receive, directly or indirectly, such proceeds, then Buyer shall promptly pay to Seller the Net Proceeds or, if less, the amount of such indemnity payment. Buyer shall have an affirmative obligation to file claims under applicable policies to recover insurance proceeds that may be due to Buyer or any other Person in order to mitigate Seller’s obligations hereunder.
Limitations on Seller’s Obligations. (a) Seller shall not be obligated to indemnify any Buyer Indemnified Persons under Sections 9.02(a) or 9.02(d) above until all Damages of Buyer Indemnified Persons, individually or in the aggregate, exceed the Basket Amount, at which point Seller will be obligated to indemnify such Buyer Indemnified Persons for Damages in excess thereof for an amount up to but not to exceed the Cap, provided that the foregoing shall not apply to (i) any breach of Seller’s Fundamental Representations and Warranties, (ii) any breach of Section 3.05(b) or (iii) any Known Environmental Issues.
Limitations on Seller’s Obligations. Seller’s obligations, including of indemnity, with respect to the Retained Liabilities are conditioned upon the following:
Limitations on Seller’s Obligations
