Examples of Basket Limitation in a sentence
Notwithstanding the foregoing, the Basket and the Basket Limitation Amount shall not apply to indemnification claims (A) in respect of breaches or inaccuracies of the Specified Representations or (B) under Sections 8.2(a)(ii) – 8.2(a)(xii) (other than with respect to an indemnity claim under paragraph 1 of Schedule 8.2(a)(xii)).
The parties acknowledge that if the Basket Limitation is exceeded, Seller shall only be liable for the claims in excess of the Basket Limitation up to the maximum amount for which Seller is required to indemnify Buyer hereunder.
In no event shall the liability of the Buyer with respect to the indemnification provided for in Section 11.2 exceed in the aggregate the Cap Limitation; provided that the Basket Limitation and Cap Limitation shall not apply to the Buyer's obligations under Article X or Sections 3.4(k), 7.1, 14.1, 14.3, 14.4, 14.6(a) or 15.2, or to any breach of any representation or warranty of the Buyer contained in Section 4.1(b)(ii) or Section 4.1(f) of this Agreement (the “Buyer Fundamental Representations”).
In no event shall the liability of Seller with respect to the indemnification provided for in Section 11.1 exceed in the aggregate the Cap Limitation; provided that the Basket Limitation and Cap Limitation shall not apply to Seller’s obligations under Article X.
The preceding sentence shall survive the Closings and shall not be subject to the Basket Limitation or Cap Limitation set forth elsewhere in this Agreement.