Purchaser’s Limitations. The Purchaser shall not have the right to exercise any portion of the Right, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Issuance, the Purchaser (together with the Purchaser’s Affiliates, and any other Persons acting as a group together with the Purchaser or any of the Purchaser’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Purchaser and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Right with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of the Right beneficially owned by the Purchaser or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Purchaser or any of its Affiliates. The Company shall not be liable for any instruction received by the Purchaser. Except as set forth in the preceding sentence, for purposes of this Section 2.7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Purchaser that the Company is not representing to the Purchaser that such calculation is in compliance with Section 13(d) of the Exchange Act and the Purchaser is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.7 applies, the determination of whether the Right is exercisable (in relation to other securities owned by the Purchaser together with any Affiliates) and of which portion of the Right is exercisable shall be in the sole discretion of the Purchaser, and the submission of a Notice of Issuance shall be deemed to be the Purchaser’s determination of whether the Right is exercisable (in relation to other securities owned by the Purchaser together with any Affiliates) and of which portion of the Right is exercisable, in each case subject to...
Purchaser’s Limitations. The indemnity obligations of the Purchasers pursuant to Section 10.3 hereof will be limited in the following respects:
(a) the Purchasers will be jointly and severally liable only for Vendor's Losses in respect of which a claim for indemnity is made by the Vendor within one (1) year of the Closing Date;
(b) no obligation on the part of the Purchasers to indemnify the Vendor pursuant to Section 10.3 hereof for Vendor's Losses will arise until the aggregate amount of all Vendor's Losses in respect of which a claim for indemnity has been made by the Vendor exceeds an amount equal to $500,000, and such obligation will only apply to the aggregate amount of the Vendor's Losses in excess of $500,000 and, in any event, the maximum amount in respect of which the Purchasers will be liable to the Vendor will not exceed 25% of the Purchase Price, except in respect of a claim for indemnification arising out of or resulting from any inaccuracy in or breach of a representation, warranty or covenant made by the Purchasers in regards to the payment of the Purchase Price, in which case the maximum amount for which the Purchasers will be liable will be 100% of the Purchase Price; and
(c) the Purchasers will not be liable for (i) special, punitive or exemplary damages, (ii) any lost profits, consequential, indirect or incidental damages, or (iii) any damages calculated based on a multiple of profits, revenue or any other financial metric.
Purchaser’s Limitations. Notwithstanding the above, the Purchaser shall only be liable for Vendors’ Losses in respect of which a claim for indemnity is made by the Indemnitees on or before the applicable expiry dates for the survival of the Purchaser’s representations and warranties as set out in Section 4.3. Notwithstanding anything else in this Agreement, the Purchaser shall not be responsible or liable for, nor shall it be obligated to indemnify any other Party against claims or damages, whether in contract, tort or otherwise, for special or consequential damages, including, without limiting the generality of the foregoing, loss of profits or revenues.
Purchaser’s Limitations. The indemnity obligations of the Purchaser pursuant to subsection 10.4 shall be limited in the following respects:
(a) the Purchaser shall only be liable for Vendor's Losses in respect of which a claim for indemnity is made by the Vendor within 2 years of the Closing Date; and
(b) no obligation on the part of the Purchaser to indemnify the Vendor pursuant to subsection 10.4 shall arise until the aggregate amount of all Vendors' Losses in respect of which a claim for indemnity has been made exceeds the sum of $50,000, and such obligation shall only apply to the aggregate amount of Vendor's Losses in excess of $50,000 and in any event the maximum amount in respect of which the Purchaser shall be liable shall not exceed the amount of the Purchase Price.
Purchaser’s Limitations. (a) Purchasers shall have no liability under Section 14.3 and no claim under Section 14.3 shall:
(i) accrue to any of Sellers' Indemnified Persons against Purchasers under Section 14.3(a) unless (1) the claim arising under the applicable representation or warranty under Section 14.3(a) exceeds $10,000 and (2) only to the extent the total liability of Purchasers in respect of such claim(s) satisfying the threshold requirement of (1) above exceed(s) $1,000,000 in the aggregate, provided that there shall be no such minimum Loss requirement, and liability of Purchasers shall arise from and after $1.00 of Losses, in respect of Losses resulting from Purchaser's intentional misrepresentation or fraud; and
(ii) be made unless notice thereof shall have been given by or on behalf of any of Sellers' Indemnified Persons to Purchasers in the manner provided in Section 14.5.
(b) Furthermore, notwithstanding any other provision in this Agreement to the contrary, Purchasers' total aggregate liability under Section 14.3(a) shall be capped at, and shall not exceed, $5,000,000; provided that there shall be no maximum liability of Purchasers in respect of Losses resulting from any Purchaser's intentional misrepresentation or fraud.
Purchaser’s Limitations. The Seller Group will not be entitled to any punitive, incidental, indirect, special or consequential damages resulting from or arising out of any Seller Claim, including without limitation damages for lost revenues, income, profits or diminution in value, except to the extent due on any Third Party Claim. The aggregate cumulative damages to which the Seller Group will be entitled for all claims hereunder (other than pursuant to Subsection 12(d)(i)(C) and except with respect to the representations and warranties contained in Subsection 5(c) hereof, which claims shall be exempt from this limitation) shall be limited to the Purchase Price (in each case taking into account cumulative amounts paid on all other claims).
Purchaser’s Limitations. 21 10.6 CLAIMS UNDER VENDOR'S INDEMNITY......................................21 10.7 CLAIMS UNDER PURCHASER'S INDEMNITY...................................22 10.8 CERTIFICATES.........................................................22 -ii-
Purchaser’s Limitations. The indemnity obligations of the Purchaser under section 10.3 shall be limited in the following respects:
(a) the Purchaser shall only be liable for the Vendor's Losses in respect of which a claim for indemnity is made by the Vendor on or before the applicable expiry dates for the survival of such representations and warranties as set out in section 4.2; and
(b) no obligation on the part of the Purchaser to indemnify the Vendor for the Vendor's Losses shall arise until the aggregate amount of all Vendor's Losses in respect of which a claim for indemnity has been made by the Vendor exceeds CAD$25,000, and such obligation shall only apply to the aggregate amount of such Vendor's Losses in excess of CAD$25,000.
Purchaser’s Limitations. Notwithstanding anything in this Agreement to the contrary, in no event shall any of the Seller's Indemnified Persons recover, or seek to recover, by claim for indemnification or otherwise, any Losses until:
(a) notice thereof shall have been given by or on behalf of any of the Seller's Indemnified Persons to the Purchaser in the manner provided in Section 8.5;
(b) the aggregate of all Losses recoverable by the Seller's Indemnified Persons exceeds $750,000 (the "Seller Recovery Threshold"), in which event all Losses in excess of the Seller Recovery Threshold shall be recoverable by the Seller's Indemnified Persons in accordance with the terms of this Agreement; provided that amounts payable by the Purchaser pursuant to Section 8.3(d): (A) shall not be subject to the Seller Recovery Threshold; (B) shall be paid promptly by the Purchaser; and (C) shall not be included in the calculation of determining whether the aggregate of all Losses recoverable by the Seller's Indemnified Parties for claims made pursuant to Section 8.3(a), (b), and (c) exceeds the Seller Recovery Threshold; and
Purchaser’s Limitations. No claims or Losses may be asserted against Purchaser, other than for payment of the Purchase Price in accordance with this Agreement, until and unless the aggregate of all claims and Losses against Purchaser exceeds the Deductible Amount, after which all such claims, excluding the Deductible Amount, may be asserted; provided, however, that Purchaser shall not be obligated to indemnify pursuant to this Article IX with respect to any individual claim or Loss that is less than the De Minimis Amount and any individual claims or Losses that are less than the De Minimis Amount shall not reduce the Deductible Amount as it applies to Purchaser hereunder. In no event shall Purchaser's obligations to indemnify hereunder exceed the Cap Amount.
