Common use of Seller’s Limitation of Liability Clause in Contracts

Seller’s Limitation of Liability. Notwithstanding any provision in this Agreement to the contrary, the liability of Seller to indemnify Buyer Indemnified Parties pursuant to Section 11.2(a) hereof against any Damages sustained by reason of any Buyer Claim with respect to a breach of a representation or warranty shall be limited to Buyer Claims as to which a Buyer Indemnified Party has given Seller written notice, setting forth therein in reasonable detail the basis for such Buyer Claim, on or prior to the termination of such representation or warranty pursuant to Section 11.1 hereof; provided, however, that (a) Seller shall be liable pursuant to the provisions for indemnification contained in Section 11.2(a) hereof with respect to breaches of representations and warranties (other than the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.19 and 3.20 hereof and, solely to the extent relating to the foregoing representations, the certificate delivered pursuant to Section 9.1(c) hereof (collectively, the "Excluded Representations")), only after the aggregate amount of all such Buyer Claims for which Seller is liable under this Agreement (without regard to the limitation contained in this proviso) exceeds an amount equal to $1,840,000 (the "Basket"), and only to the extent of such excess, and (b) no Buyer Claim (or series of related Buyer Claims) pursuant to the provisions for indemnification contained in Section 11.2(a) hereof with respect to breaches of representations and warranties in an amount less than $50,000 may be asserted. Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all Buyer Claims for which Seller is liable pursuant to: (i) Section 11.2(a) hereof (other than as a result of the breach of any Excluded Representations), exceed an amount equal to $19,187,000, and (ii) Section 11.2(a) hereof (solely as a result of the breach of Excluded Representations), 11.2(b). 11.2(f), 11.2(g), 11.2(h) and 11.2(i), exceed an amount equal to the Purchase Price, less the aggregate amount of all Buyer Claims for which Seller is liable pursuant to Section 11.2(a) hereof with respect to breaches of representations and warranties other than the Excluded Representations. Without limiting in any manner the applicability of the preceding provisions of this Section 11.3, Buyer and Seller agree that (i) Seller's obligations under Section 11.2(h) with respect to any given Required Consent Lease shall be limited to Damages incurred with respect to the period commencing on the Closing Date and ending on the earliest date that the Required Consent Lease could be terminated by the lessor (or, if earlier, the date such Required Consent Lease would have expired) in accordance with its terms had Consent thereunder been obtained, and (ii) Seller's obligations under Section 11.2(i) with respect to any given Required Consent Third Party Payor Contract shall be limited to Damages incurred with respect to the period commencing on the Closing Date and ending on the earlier of the date one year after the Closing Date and the date that such contract would normally expire in accordance with its terms had Consent thereunder been obtained.

Seller’s Limitation of Liability. Notwithstanding any provision in this Agreement to the contrary, the liability of Seller to indemnify Buyer Indemnified Parties pursuant to Section 11.2(a) hereof against any Damages sustained by reason of any Buyer Claim with respect to a breach of a representation or warranty shall be limited to Buyer Claims as to which a Buyer Indemnified Party has given Seller written notice, setting forth therein in reasonable detail the basis for such Buyer Claim, on or prior to the termination of such representation or warranty pursuant to Section 11.1 hereof; provided, however, that (a) Seller shall be liable pursuant to the provisions for indemnification contained in Section 11.2(a) hereof with respect to breaches of representations and warranties (other than the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.19 and 3.20 hereof and, solely to the extent relating to the foregoing representations, the certificate delivered pursuant to Section 9.1(c) hereof (collectively, the "“Excluded Representations"”)), only after the aggregate amount of all such Buyer Claims for which Seller is liable under this Agreement (without regard to the limitation contained in this proviso) exceeds an amount equal to $1,840,000 (the "“Basket"”), and only to the extent of such excess, and (b) no Buyer Claim (or series of related Buyer Claims) pursuant to the provisions for indemnification contained in Section 11.2(a) hereof with respect to breaches of representations and warranties in an amount less than $50,000 may be asserted. Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all Buyer Claims for which Seller is liable pursuant to: (i) Section 11.2(a) hereof (other than as a result of the breach of any Excluded Representations), exceed an amount equal to $19,187,000, and (ii) Section 11.2(a) hereof (solely as a result of the breach of Excluded Representations), 11.2(b). 11.2(f), 11.2(g), 11.2(h) and 11.2(i), exceed an amount equal to the Purchase Price, less the aggregate amount of all Buyer Claims for which Seller is liable pursuant to Section 11.2(a) hereof with respect to breaches of representations and warranties other than the Excluded Representations. Without limiting in any manner the applicability of the preceding provisions of this Section 11.3, Buyer and Seller agree that (i) Seller's ’s obligations under Section 11.2(h) with respect to any given Required Consent Lease shall be limited to Damages incurred with respect to the period commencing on the Closing Date and ending on the earliest date that the Required Consent Lease could be terminated by the lessor (or, if earlier, the date such Required Consent Lease would have expired) in accordance with its terms had Consent thereunder been obtained, and (ii) Seller's ’s obligations under Section 11.2(i) with respect to any given Required Consent Third Party Payor Contract shall be limited to Damages incurred with respect to the period commencing on the Closing Date and ending on the earlier of the date one year after the Closing Date and the date that such contract would normally expire in accordance with its terms had Consent thereunder been obtained.

Seller’s Limitation of Liability. Notwithstanding any provision in this Agreement to the contrary, the liability of Seller to indemnify Buyer Indemnified Parties pursuant to Section 11.2(a) hereof against any Damages sustained by reason of any Buyer Claim with respect to a breach of a representation or warranty shall be limited to Buyer Claims as to which a Buyer Indemnified Party has given Seller written notice, setting forth therein in reasonable detail the basis for such Buyer Claim, on or prior to the termination of such representation or warranty pursuant to Section 11.1 hereof; provided, however, that (ai) Seller shall be liable pursuant to the provisions for indemnification contained in Section 11.2(a) hereof with respect to breaches of representations and warranties (other than the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.19 and 3.20 hereof and, solely to the extent relating to the foregoing representations, the certificate delivered pursuant to Section 9.1(c) hereof (collectively, the "Excluded Representations")), shall be effective only after the aggregate amount of all such Buyer Claims (other than Buyer Claims resulting from a breach of a Fundamental Representation) for which Seller is liable under this Agreement (without regard to the limitation contained in this provisoSection 11.2(a) exceeds exceed an amount equal to $1,840,000 1.5% of the Purchase Price (the "Basket"), and only to the extent of such excess, and (bii) no Buyer Claim (or series of related Buyer Claims) pursuant to the provisions for indemnification contained in Section 11.2(a) hereof with respect to breaches of representations and warranties in an amount less than $50,000 150,000 may be asserted (provided, that no Buyer Claim (or series of related Buyer Claims) pursuant to Section 11.2(a) arising from any supplemental or amended disclosure pursuant to Section 5.7(a)(ii) in an amount less than $200,000 may be asserted). Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all Buyer Claims for which Seller is liable pursuant to: (i) Section 11.2(a) hereof (other than as a result of fraud or the breach of any Excluded Representationsa Fundamental Representation), exceed an amount equal to $19,187,000, 12.5% of the Purchase Price (the "Cap"); and (ii) Section 11.2(a) hereof (solely as a result of the breach of Excluded Representationsa Fundamental Representation), Section 11.2(b). 11.2(f, 11.2(e), or 11.2(g), 11.2(h) and 11.2(i), exceed an amount equal to the Purchase Price, less the aggregate amount of all Buyer Claims for which Seller is liable pursuant to Section 11.2(a) hereof with respect to breaches of representations ); it being understood and warranties other than agreed that the Excluded Representations. Without limiting in any manner the applicability of the preceding provisions of this Section 11.3, Buyer and Seller agree that (i) Seller's obligations under Section 11.2(h) with respect foregoing limits shall not apply to any given Required Consent Lease shall be limited Buyer Claims for intentional and willful fraud or pursuant to Damages incurred with respect to the period commencing on the Closing Date Sections 11.2(c), 11.2(d) and ending on the earliest date that the Required Consent Lease could be terminated by the lessor (or, if earlier, the date such Required Consent Lease would have expired) in accordance with its terms had Consent thereunder been obtained, and (ii) Seller's obligations under Section 11.2(i) with respect to any given Required Consent Third Party Payor Contract shall be limited to Damages incurred with respect to the period commencing on the Closing Date and ending on the earlier of the date one year after the Closing Date and the date that such contract would normally expire in accordance with its terms had Consent thereunder been obtained11.2(f).

Seller’s Limitation of Liability. Notwithstanding any provision in this Agreement to the contrary, the liability of Seller to indemnify Buyer Indemnified Parties pursuant to Section 11.2(a) hereof against any Damages sustained by reason of any Buyer Claim with respect to a breach of a representation or warranty shall be limited to Buyer Claims as to which a Buyer Indemnified Party has given Seller written notice, setting forth therein in reasonable detail the basis for such Buyer Claim, on or prior to the termination of such representation or warranty pursuant to Section 11.1 hereof; provided, however, that (ai) Seller shall be liable pursuant to the provisions for indemnification contained in Section 11.2(a) hereof with respect to breaches of representations and warranties (other than the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.19 and 3.20 hereof and, solely to the extent relating to the foregoing representations, the certificate delivered pursuant to Section 9.1(c) hereof (collectively, the "Excluded Representations")), shall be effective only after the aggregate amount of all such Buyer Claims (other than Buyer Claims resulting from a breach of a Fundamental Representation) for which Seller is liable under this Agreement (without regard to the limitation contained in this provisoSection 11.2(a) exceeds exceed an amount equal to $1,840,000 1.5% of the Purchase Price (the "Basket"), and only to the extent of such excess, and (bii) no Buyer Claim (or series of related Buyer Claims) pursuant to the provisions for indemnification contained in Section 11.2(a) hereof with respect to breaches of representations and warranties in an amount less than $50,000 150,000 may be asserted (provided that no Buyer Claim (or series of related Buyer Claims) pursuant to Section 11.2(a) arising from any supplemental or amended disclosure pursuant to Section 5.7(a)(ii) in an amount less than $200,000 may be asserted). Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all Buyer Claims for which Seller is liable pursuant to: (i) Section 11.2(a) hereof (other than as a result of fraud or the breach of any Excluded Representationsa Fundamental Representation), exceed an amount equal to $19,187,000, 12.5% of the Purchase Price (the "Cap"); and (ii) Section 11.2(a) hereof (solely as a result of the breach of Excluded Representationsa Fundamental Representation), Section 11.2(b). 11.2(f, 11.2(e), or 11.2(g), 11.2(h) and 11.2(i), exceed an amount equal to the Purchase Price, less the aggregate amount of all Buyer Claims for which Seller is liable pursuant to Section 11.2(a) hereof with respect to breaches of representations ); it being understood and warranties other than agreed that the Excluded Representations. Without limiting in any manner the applicability of the preceding provisions of this Section 11.3, Buyer and Seller agree that (i) Seller's obligations under Section 11.2(h) with respect foregoing limits shall not apply to any given Required Consent Lease shall be limited Buyer Claims for intentional and willful fraud or pursuant to Damages incurred with respect to the period commencing on the Closing Date Sections 11.2(c), 11.2(d) and ending on the earliest date that the Required Consent Lease could be terminated by the lessor (or, if earlier, the date such Required Consent Lease would have expired) in accordance with its terms had Consent thereunder been obtained, and (ii) Seller's obligations under Section 11.2(i) with respect to any given Required Consent Third Party Payor Contract shall be limited to Damages incurred with respect to the period commencing on the Closing Date and ending on the earlier of the date one year after the Closing Date and the date that such contract would normally expire in accordance with its terms had Consent thereunder been obtained.11.2(f). [Washington DC #361873 v9] 66

Seller’s Limitation of Liability. Notwithstanding any provision in this Agreement to the contrary, the liability of Seller to indemnify Buyer Indemnified Parties pursuant to Section 11.2(a) hereof against any Damages sustained by reason of any Buyer Claim with respect to a breach of a representation or warranty shall be limited to Buyer Claims as to which a Buyer Indemnified Party has given Seller written notice, setting forth therein in reasonable detail the basis for such Buyer Claim, on or prior to the termination of such representation or warranty pursuant to Section 11.1 hereof; provided, however, that (ai) Seller shall be liable pursuant to the provisions for indemnification contained in Section 11.2(a) hereof (other than with respect to breaches of representations and warranties (other than the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.19 and 3.20 hereof and, solely to the extent relating to the foregoing representations, the certificate delivered pursuant to Section 9.1(cUnlimited Representations) hereof (collectively, the "Excluded Representations")), shall be effective only after the aggregate amount of all such Buyer Claims for which Seller is liable under this Agreement (without regard to the limitation contained in this proviso) exceeds exceed an amount equal to $1,840,000 712,500 (the "Basket"), and only in which event all amounts including such $712,500 shall be due to the extent of such excessBuyer, and (bii) no Buyer Claim (or series of related Buyer Claims) pursuant to the provisions for indemnification contained in Section 11.2(a) hereof with respect to breaches of representations and warranties in an amount less than $50,000 35,000 may be asserted. Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all Buyer Claims for which Seller is liable pursuant to: (i) Section 11.2(a) hereof (other than as a result of the breach of any Excluded Representations), exceed an amount equal to $19,187,000, and (ii) Section 11.2(a) hereof (solely as a result of the breach of Excluded Representations), 11.2(b). 11.2(f), 11.2(g), 11.2(h) and 11.2(i), exceed an amount equal to the Purchase Price, less the aggregate DIAGNOSTIC DIVISION-GORES amount of all Buyer Claims for which Seller is liable pursuant to (A) Section 11.2(a) hereof (other than with respect to breaches of the Unlimited Representations or the representations and warranties other than the Excluded Representations. Without limiting in any manner the applicability of the preceding provisions of this Section 11.3, Buyer and Seller agree that (i) Seller's obligations under Section 11.2(h3.18 (Environmental)) exceed an amount equal to $9,500,000 or (B) Section 11.2(b) with respect to any given Required Consent Lease shall those covenants and obligations contained in Article V hereof to be limited to Damages incurred with respect to the period commencing on performed after the Closing Date and ending on the earliest date that the Required Consent Lease could be terminated by the lessor (or, if earlier, the date such Required Consent Lease would have expired) in accordance with its terms had Consent thereunder been obtained, and (ii) Seller's obligations under or Section 11.2(i11.2(a) with respect to any given Required Consent Third Party Payor Contract shall be limited to Damages incurred with respect to the period commencing on the Closing Date and ending on the earlier breaches of the date one year after the Closing Date representations and the date that such contract would normally expire in accordance with its terms had Consent thereunder been obtainedwarranties under Section 3.18 (Environmental) exceed an amount equal to $23,750,000.