Scope of Seller’s Liability Sample Clauses

Scope of Seller’s Liability. Indemnification will be available to Purchaser Indemnitees under Section 10.1(a), (i) only to the extent the aggregate amount of Damages otherwise due to Purchaser Indemnitees for all claims for such indemnification exceeds $250,000 (the “Deductible”), and then indemnification will be available to Purchaser Indemnitees for the amount of all payments due to Purchaser Indemnitees under Section 10.1(a) in excess of the Deductible, but only to the extent such Damages do not exceed $4,300,000 (the “General Representation Cap”) and (ii) with respect to any individual claim, only to the extent that the Damages arising under any individual item (or series of related items) exceeds $35,000 (the “Per Claim Threshold”). Notwithstanding the foregoing, the Deductible, the General Representation Cap and the Per Claim Threshold will not apply to Damages arising or resulting from (1) any breach of any covenant or obligation of Seller contained in this Agreement, (2) a breach of, or inaccuracy in, any of the representations and warranties set forth in Section 5.1, Section 5.2, Section 5.6.1, and Section 5.14 (collectively, the “Fundamental Representations and Warranties”), (3) any Excluded Liability, or (4) common law fraud committed by or on behalf of the Seller in connection with the Transactions. Notwithstanding anything to the contrary in this Agreement, in no event shall the Seller be liable for any amount in excess of the Purchase Price actually received by the Seller (including, for clarity, in the case of any breach of any covenant (other than the non-competition covenant set forth in Section 7.3) or obligation of Seller contained in this Agreement or any breach of, or inaccuracy in, any Fundamental Representations and Warranties); provided, however, that the foregoing limitation shall not apply in the case of common law fraud committed by or on behalf of the Seller or breach by Seller or any Affiliate of Seller of the non-competition covenant set forth in Section 7.3.

Scope of Seller’s Liability. Indemnification shall be available to the Buyer Indemnitees under clause (a) of the first sentence of Section 10.02 only to the extent that the aggregate amount of Damages otherwise due to the Buyer Indemnitees under all claims for such indemnification exceeds one percent (1%) of the Purchase Price and then indemnification shall be available to the Buyer Indemnitees for the amount of Damages in excess of such amount, but only for all such Damages up to fifteen percent (15%) of the Purchase Price; provided that the foregoing limitations shall not apply to any claim under clause (a) of the first sentence of Section 10.02 for breach of any Seller Fundamental Representations. Seller shall not have any liability under clause (a) of the first sentence of Section 10.02 for any individual item where the Damages relating thereto are less than $250,000; provided that all items based on substantially the same or similar acts, omissions or circumstances shall be considered part of a single item for purposes of calculating the amount of Damages relating thereto; provided, further that the foregoing limitations shall not apply to any claim under clause (a) of the first sentence of Section 10.02 for breach of any Seller Fundamental Representations. Seller shall have no liability or obligation to indemnify any Buyer Indemnitee with respect to the breach of any representation, warranty, covenant or agreement based on the information provided in the Confidential Information Memorandum, the Management Presentations or Seller’s written responses to Buyer’s due diligence inquiries.

Scope of Seller’s Liability. With regard to all claims of the Purchaser against the Sellers under this section 8 the Sellers shall not be jointly and severally liable (keine gesamtschuldnerische Haftung) but only be liable as partial debtors (teilschuldnerische Haftung) to the following percentages: Seller 1 to 90% and Seller 2 to 10%. The liabilities of the Sellers under this section 8 shall neither be subject to the De Minimis Amount nor the Threshold as stipulated in section 7.3. The aggregate liability of Seller 1 under this section 8 is limited to a maximum amount of EUR 5,000,000.00 (in words: Euro five million). The aggregate liability of Seller 2 under this section 8 is limited to a maximum amount of EUR 200,000.00 (in words: Euro two hundred thousand). As far as a claim of the Purchaser against Seller 2 under this section 8 exceeds an amount of EUR 200,000.00 (in words: Euro two hundred thousand), the Purchaser can, despite the liability of the Sellers as partial debtors (Teilschuldner), claim such excess amount from Seller 1 (Ausfallhaftung). The aggregate liability of Seller 1 under this section 8 together with its aggregate liability under and pursuant to section 7.2.2 shall in no event exceed EUR 5,000,000.00 (in words: Euro five million) and the aggregate liability of Seller 2 under this section 8 together with its aggregate liability under and pursuant to sections 7.2.2, 9.3.2 and 10.2 shall in no event exceed EUR 594,324.75 (in words: Euro five hundred ninety four thousand three hundred twenty four and seventy five Eurocent).

Scope of Seller’s Liability. Indemnification will be available to Purchaser Indemnitees under Section 13.1(a) only to the extent the aggregate amount of Damages otherwise due to Purchaser Indemnitees for all claims for such indemnification exceeds $9,250,000, and then indemnification will be available to Purchaser Indemnitees for the amount of all payments due to Purchaser Indemnitees under 13.1(a) in excess of such amount, but only to the extent such Damages (including the initial $9,250,000) do not exceed $46,250,000. Seller will not have any liability under Section 13.1(a) (and such Damages will be disregarded for determining whether the deductible referenced above has been exceeded) for any individual item (or series of related items) where the Damages relating thereto are less than $250,000. The limitations on liability set forth above in this Section 13.3 will not apply to (i) Damages proximately caused by a breach of, or inaccuracy in, any of the representations and warranties set forth in Section 5.2, Section 5.8.1, Section 5.10.1(a), Section 5.22, Section 5.23.2 and Section 5.24.3 (collectively, the “Fundamental Representations and Warranties”) and (ii) all Damages relating to Taxes; provided, however, that indemnification will be available to Purchaser Indemnities for Damages relating to Taxes and for breach of, or inaccuracy in, any Fundamental Representations and Warranties only to the extent Damages with respect thereto do not exceed $370,000,000.

Scope of Seller’s Liability pursuant to this Agreement (a) of any of the Warranties shall be limited to a maximum amount of (i) EUR 4,500,000 and (ii) the amount of monies received by Seller from Escrow Tranches IV and V; (b) except for Seller’s liability for any breach of Warranties according to Sections 4.1, 4.2, 4.3 (title), 4.6.4 (Employee Inventions), 4.15 (Tax) and 4.16 (Environmental), in which case Seller’s liability shall be limited to the sum of (i) EUR 4,500,000, and (ii) the amount of monies received by Seller from Escrow Tranches IV and V and (iii) any amount received by the Seller from the Escrow Tranches I through III provided that monies received by Seller from the Escrow Tranches I and II due to Purchaser not making compensation payment to the Seller pursuant to Section 6.6 when due shall not be taken into consideration.

Scope of Seller’s Liability. Indemnification shall be available to the BUYER Indemnitees under Section 13.5 only to the extent the aggregate amount of Liabilities otherwise due to the BUYER Indemnitees for all claims for such indemnification exceeds [****] of the Purchase Price and then indemnification shall be available to the BUYER Indemnitees for the amount of all payments due to the BUYER Indemnitees in excess of such amount, but in no event greater than [****]. SELLER shall have no liability or obligation to indemnify BUYER with respect to the misrepresentation of any representation or breach of any warranty based on any facts or circumstances known to the BUYER from the information provided in any disclosure memoranda, management presentations, data rooms, or given in writing to BUYER prior to the Closing.

Scope of Seller’s Liability. Indemnification shall not be available to the Buyer Indemnitees for Claims under Section 10.2(i), 10.2(ii) and 10.2(iii) until the aggregate amount of Damages due to the Buyer Indemnitees under such Sections exceeds $1,000,000.00 (the "THRESHOLD AMOUNT"), and then only for the amount in excess of the Threshold Amount, except with respect to any Claim resulting from or relating to (a) any breach of the Excluded Representations and Warranties or (b) the breach or nonperformance of any covenant, obligation or agreement made or incurred by Seller in the Transition Services Agreement, in each case, to which the Threshold Amount shall not apply. Seller's maximum aggregate liability for Damages to the Buyer Indemnitees for Claims under the Transaction Documents (other than for Claims under Section 10.2(iv)) shall not exceed twenty five percent (25%) of the Purchase Price. Seller shall have no liability or obligation to indemnify Buyer with respect to the misrepresentation of any representation or breach of any warranty based on any facts set forth in the Disclosure Memorandum or the written materials delivered to Buyer in connection with the Management Presentation.

Scope of Seller’s Liability. (a) Indemnification shall be available to the Buyer Indemnitees under Section 10.02(i) with respect to breaches of representations or warranties if the aggregate amount of Damages otherwise due to the Buyer Indemnitees for all claims for such indemnification exceeds one percent (1%) of the Purchase Price (the "First Basket") and then indemnification shall apply to all Damages incurred by the Buyer Indemnitees from the first dollar incurred, but only for all such Damages up to fifteen percent (15%) of the Purchase Price (the "Indemnification Cap"). Seller shall not have any liability under Section 10.02(i) with respect to breaches of representations or warranties for any individual item where the Damages relating thereto are less than $150,000 (together with the First Basket, the "Indemnification Baskets"). (b) For the avoidance of doubt, the Buyer Indemnitees shall be entitled to the indemnification provided for hereunder even if any of them obtained knowledge before the Principal Closing Date or Non-Principal Country Unit Closing Date, as applicable, of the matter that is later the subject of a claim for indemnity.

Scope of Seller’s Liability. Buyers acknowledge and agree that their sole remedy against the Sellers for any matter arising with respect to any claims arising from the subject matter of this Agreement or the misrepresentations or failures of the warranties, covenants or agreements contained in this Agreement is set forth in this Article X except that the remedies of injunction and specific performance shall remain available for the non-fulfillment or failure to perform any covenant or agreement contained in this Agreement for the Parties and that, except to the extent Buyers have asserted a claim for indemnification prior to the applicable termination date set forth in Section 10.1, Buyers shall have no remedy against the Sellers for any breach of any provision of this Agreement.

Scope of Seller’s Liability. The Seller's representations and warranties contained in Article 7 of the Agreement are the only representations and warranties made by the Seller to the Buyer in relation to execution and performance of this Agreement. For avoidance of doubt the Parties agree that the Buyer will not relay on any representations and warranties, expressed or implied, made by or on behalf of the Seller, other than the representations and warranties made by the Seller in this Agreement.