Seller Cap Sample Clauses

Seller Cap. In no event shall the aggregate liability for indemnification claims paid by Seller and/or Existing Operator pursuant to Section 11.1 exceed Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) (the “Seller Cap”) nor shall Seller and/or Existing Operator be liable for any indemnification obligation under Section 11.1 unless the aggregate amount of Losses suffered by Purchaser exceeds Ten Thousand and No/100 dollars ($10,000.00) (the “Seller Basket”), at which txxx Xxxxxx and/or Existing Operator shall be liable for the amount of any Losses from dollar one; provided, however, that under no circumstances shall the Seller Cap nor the Seller Basket apply to any Loss arising out of or based on fraud, knowing and intentional misrepresentations or knowing and intentional breaches by Seller, Existing Operator or any of their respective officers, employees, directors or agents.
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Seller Cap. Subject to Section 7.3(g), the maximum aggregate amount of Losses for which indemnification is required to be made by Purchaser with respect to the matters referred to in Section 7.2(a) is the General Indemnity Cap
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Seller Cap. Seller Parties shall not be required to indemnify Buyer pursuant to, and shall not have any further liability under, Section 8.1(a)(i) once the aggregate amount of all payments made by or on behalf of Seller Parties in respect of the indemnification obligations under Section 8.1(a)(i) equals the Purchase Price (the “Seller Cap”); provided that this Section 8.3(c)(i) shall not apply to any Damages related to any inaccuracy or breach of any Fundamental Representation or any claim based on Fraud, and no such amounts related thereto shall be counted towards the Seller Cap. ​
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Seller Cap. The aggregate liability of Seller for Losses under this Agreement shall not exceed the Holdback Amount; provided, however, that with respect to any Loss arising from or as a result of any (1) action or inaction that constitutes Fraud, (2) breach of or inaccuracy in Seller’s Fundamental Representations, or (3) the Retained Liabilities (the matters described in clauses (1), (2), and (3) of this proviso are the “Specified Exceptions”), and notwithstanding anything to the contrary contained in this Agreement, in no event shall Seller be liable for Losses under Section 14.3(b) in an amount in excess of the Unadjusted Base Purchase Price.
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Seller Cap. The aggregate amount payable in respect of indemnification by Seller pursuant to this Agreement (other than for Fraud) shall be limited to the Equity Consideration (the “Cap”). (d)
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Seller Cap. The aggregate liability of Sellers for Losses under Section 9.1(a)(i) (other than with respect to Fundamental Representations) in respect of any breach of or inaccuracy in any representations and warranties shall not exceed $3,200,000 (the “General Cap”); provided, however, that the General Cap shall not apply to Losses arising from or as a result of (i) any action or inaction that constitutes Fraud or (ii) a breach of or inaccuracy in the Fundamental Representations. Notwithstanding anything to the contrary contained in this Agreement, the aggregate liability of Sellers for Losses under Section 9.1 shall not exceed an amount equal to the Overall Cap; provided, however, that the Overall Cap shall not apply to any action or inaction that constitutes Fraud.
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Seller Cap. The aggregate liability of Seller for Losses under Section 14.3(b)(3) (except for claims based on a breach of or inaccuracy in any of the Fundamental Representations of Seller) shall not exceed the Holdback Amount. Notwithstanding anything to the contrary contained in this Agreement, except with respect to any Loss arising from or as a result of any action or inaction that constitutes Fraud, in no event shall Seller be liable for Losses under Section 14.3(b) in an amount in excess of the Unadjusted Base Purchase Price.
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Seller Cap. 8.3(b) Seller Deductible Amount.................. 8.3(a) Seller Indemnified Party.................. 8.4 Seller Survival Date...................... 8.1(a) Seller Threshold Amount................... 8.3(a) Sellers...................................
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Seller Cap. The aggregate amount of all Losses for which Seller shall be liable pursuant to: (i) Section 8.2(a) shall not exceed Three Hundred Thousand Dollars ($300,000), (ii) Section 8.2(a) and Section 8.2(b) shall not, in the aggregate, exceed Fifteen Million Dollars ($15,000,000), and (iii) Section 8.2(a) through Section 8.2(d) shall not, in the aggregate, exceed the Purchase Price. For the avoidance of doubt the limitations set forth in the preceding sentence shall not apply to Losses arising pursuant to Section 8.2(e) or (f), Seller’s liability for which shall be uncapped.
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Related to Seller Cap

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Seller Contracts All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.

  • Seller’s Indemnification of Buyer Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.

  • Use of Seller’s Share of Collections The Seller shall apply the Seller’s Share of Collections to make payments in the following order of priority: (i) the payment of its expenses (including all obligations payable to the Purchasers, the Purchaser Agents and the Administrator under this Agreement and under the Purchaser Group Fee Letters), (ii) the payment of accrued and unpaid interest on the Company Note and (iii) other legal and valid corporate purposes.

  • Seller’s Indemnity (a) Seller shall and hereby agrees to indemnify and hold Buyer and its officers, directors, employees, and affiliates (each a “Buyer Indemnitee”) harmless from and against any and all Losses actually incurred by a Buyer Indemnitee, arising out of, attributable to, or in connection with: (i) any breach of a representation or warranty made by Seller in this Agreement or any certificate delivered pursuant to any Section hereof; (ii) any breach by Seller of any covenant or obligation of Seller hereunder; (iii) any Excluded Liabilities or related to any Excluded Assets; (iv) any and all liabilities and obligations of Seller of any nature relating to the Designated Assets or the operation of the Clinical Lab Services Business which are incurred or arise prior to 11:59am ET on the Closing Date; and (v) any and all actions, suits, proceedings, demands, assessments, or judgments, costs, and expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing (i) through (iv), and the enforcement thereof. (b) Notwithstanding anything to the contrary herein or otherwise, Seller shall not be required to indemnify any Buyer Indemnitee, and shall not have any liability under sub-clause (i) of Section 9.02(a) (other than in respect of any Fundamental Representations of Buyer): (i) unless the aggregate of all Losses in respect of any claim or series of related claims for which Seller would, but for this sub-clause (i), be liable thereunder exceeds on a cumulative basis an amount equal to the De Minimis Threshold; (ii) unless the aggregate of all Losses for which Seller would, but for this sub- clause (ii), be liable thereunder exceeds on a cumulative basis an amount equal to the Basket Amount, in which event Seller shall be responsible for the aggregate amount of all Losses; (iii) for any amounts in excess of the Cap. For avoidance of doubt, the limitations on indemnify in this Section 9.02(b) shall apply only to the general representations and warranties set out in this agreement, and shall not apply to breaches of Fundamental Representations or any other indemnity categories such as covenants, excluded liabilities, etc. (c) Notwithstanding anything to the contrary herein or otherwise, Seller shall not be required to indemnity any Buyer Indemnitee, and shall not have any liability hereunder for amounts, in the aggregate, in excess of the Purchase Price (including claims based on a breach of Fundamental Representations of Seller). -24

  • Buyer’s Indemnification of Seller Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • Buyer Indemnity Buyer will, at its expense, indemnify, defend and hold harmless Licensor and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Licensor Indemnified Parties”) from and against any and all claims, actions, proceedings and suits brought by a third party, and any and all liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) (“Claims”) to the extent arising out of or relating to an allegation of any of the following: (a) infringement, misappropriation or violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Licensor’s use thereof as permitted under this Agreement; and (b) any unauthorized or unlawful receipt, processing, transmission or storage of Buyer Data by Licensor in the performance of its obligations as permitted under this Agreement resulting from breach of Buyer’s obligations under Section 7.2.2.

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