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. 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. 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. 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.
Scope of Seller’s Liability pursuant to this Agreement To the extent legally permissible, the Seller’s aggregate liability under this Agreement including, but not limited to, any and all claims for breach
Scope of Seller’s Liability. Section 10.5. Claims.
Scope of Seller’s Liability. Indemnification shall be available to Buyer under Section 10. 2 for the Seller’s misrepresentation of representations or breach of warranties, covenants or agreements to be performed by Seller pursuant to this Agreement only to the extent the aggregate amount of Damages otherwise due to Buyer for all claims for such indemnification exceeds five percent (5%) of the Purchase Price and then indemnification shall be available to Buyer for the full amount of all payments due Buyer in excess of such amount, but only for all such Damages up to fifty percent (50%) 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 or circumstances known to Buyer prior to the Closing.
Scope of Seller’s Liability. (a) Indemnification shall be available to Buyer Indemnitees under clause (i) of Section 10.2 with respect to breaches of representations or warranties (other than any Fundamental Representations) and under clause (vi) of Section 10.2 only to the extent the aggregate amount of Losses otherwise due to Buyer Indemnitees for all claims for such indemnification exceeds two percent of the Purchase Price (the “Basket”) and then indemnification shall be available to Buyer Indemnitees for the amount of all Losses due to Buyer Indemnitees in excess of such amount, but only for all such Losses up to a maximum amount of all payments due to Buyer Indemnitees of ten percent of the Purchase Price (the “Cap”). Seller shall not have any liability under clause (i) of Section 10.2 with respect to breaches of representations or warranties (other than any Fundamental Representations), under clause (ii) of Section 10.2 with respect to breaches of the covenants set forth in Section 7.2 or under clause (vi) of Section 10.2 for any individual item where the Losses relating thereto, together with Losses relating to related items, are less than $200,000 and such Losses shall not be taken into account in determining whether the Basket or Cap have been reached.
Scope of Seller’s Liability. (a) Notwithstanding any other provision of this Agreement to the contrary, from and after the Closing, except for Claims arising from Fraud, the R&W Insurance Policy shall be the sole and exclusive source of funds for the satisfaction of all Claims of the Buyer Indemnitees for which indemnity is sought under Sections 9.1(a), 10.2(a) and 10.2(e) hereunder, and, from and after the Closing, recourse to the R&W Insurance Policy shall be the sole and exclusive remedy for the Buyer Indemnitees for such Claims. For the avoidance of doubt, in the event that Buyer does not obtain the R&W Insurance Policy, Seller is not responsible for, and has no Liability with respect to, Claims brought under Sections 9.1(a), 10.2(a) and 10.2(e) hereunder, except, and solely with respect to, Taxes arising out of any breach of any Tax Covenant pursuant to Section 9.1(a)(ii)(A) as incorporated by Section 10.2(e).
