Limits on Buyer Indemnification Clause Samples

Limits on Buyer Indemnification. Notwithstanding the foregoing provisions of Section 11.2, (a) Buyer shall not be required to indemnify any Seller or any Seller-Related Entities under Section 11.2 unless the aggregate of all amounts for which an indemnity would otherwise be payable by Buyer under Section 11.2 exceeds the Basket Limitation and, in such event, Buyer shall be responsible for all such amounts (provided that Buyer’s obligations under Article 10 with respect to prorations and adjustments shall not be subject to the Basket Limitation), and (c) in the event of any Seller’s Knowledge of any inaccuracy or breach of any representation, warranty, or covenant of Buyer contained in this Agreement (a “Seller Waived Breach”) after the Effective Date but prior to the Closing, and such Seller nonetheless proceeds with and consummates the Closing with such Seller’s Knowledge, then each Seller and any Seller-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, whether at law or in equity on account of any such Seller Waived Breach. In no event shall any Seller be entitled to seek or obtain consequential, speculative, special, punitive or exemplary damages against Buyer.