Exempt Damages definition

Exempt Damages shall have the same meaning as set forth in Section 4.6.
Exempt Damages shall have the same meaning as set forth in Section 9.6.
Exempt Damages means Damages arising out of (i) any intentional Breach, misrepresentation, concealment or fraud by the Sellers, (ii) any Breach in any of the Limited Exempt Provisions or Exempt Provisions, and/or (iii) any Damages suffered by the Buyer or the Company arising, directly or indirectly, from or in connection with the items referred to in Sections 4.2.3, 4.2.4, 4.2.10, 4.2.12 or 4.2.13 of this Agreement. Notwithstanding anything contained herein to the contrary, it is expressly agreed that the Exempt Damages shall not be subject to the Floor. Furthermore, the Exempt Damages shall not be subject to the "Limitation" (as hereinafter defined). Except as otherwise provided herein, the maximum liability of the Sellers for indemnification under this Article IV shall be limited to $5,500,000 (the "Limitation").

Examples of Exempt Damages in a sentence

  • Furthermore, the Exempt Damages shall not be subject to the "Limitation" (as hereinafter defined).

  • The Seller Limitation, however shall not apply to any Seller Exempt Damages .

  • No maximum limitation shall apply, however, to the right of Parent and Citadel to recover Citadel's Cap Exempt Damages or Damages pursuant to clause (i) of Section 13.1.

  • Notwithstanding anything contained herein to the contrary, it is expressly agreed that the Exempt Damages shall not be subject to the Floor.

  • No maximum limitation shall apply, however, to the right of the Company and the Stockholders to recover Stockholders' Cap Exempt Damages or Damages pursuant to clause (i) of Section 13.2.

  • Notwithstanding anything contained herein to the contrary, it is expressly agreed that Buyer shall be indemnified from the first dollar of Damages which are Exempt Damages and the Exempt Damages shall not be subject to the Basket.

  • The Corso Limitation, however, shall not apply to any fraud by Sellers or intentional breach by Corso and the Limitation shall not apply to any Exempt Damages other than Damages arising from a breach of Sections 4.1, 4.2 or 4.7.

  • Except for the "Exempt Damages" (as hereinafter defined), Sellers shall not have any obligation to indemnify, defend and hold the Buyer harmless from and against any Damages until the Buyer has suffered Damages, other than Exempt Damages, in excess of $15,000 (the "Floor"), after which point the Sellers will be obligated to indemnify, defend and hold the Buyer harmless from and against all Damages suffered going back to the first dollar.

  • No maximum limitation shall apply, however, to the right of Citadel to recover Citadel's Cap Exempt Damages or Damages pursuant to clause (i) of Section 13.1.

  • Notwithstanding anything contained herein to the contrary, it is expressly agreed that the Buyer shall be indemnified from the first dollar of Damages which are Exempt Damages and the Exempt Damages shall not be subject to the Basket.


More Definitions of Exempt Damages

Exempt Damages means Damages arising out of (i) any intentional Breach or fraud by Sellers, (ii) any Breach in any of the Exempt Provisions, and/or (iii) any Breach under Sections 4.1, 4.2, 4.5, 4.6 or 4.7 hereof. Notwithstanding anything contained herein to the contrary, it is expressly agreed that Buyer shall be indemnified from the first dollar of Damages which are Exempt Damages and the Exempt Damages shall not be subject to the Basket. Except as otherwise provided herein, Corso shall have no liability for indemnification under this Article IX in excess of the Indemnification Holdback Account (the “Corso Limitation”) and the maximum liability of the other Sellers for indemnification under this Article IX shall be limited to the Purchase Price (the “Limitation”). The Corso Limitation, however, shall not apply to any fraud by Sellers or intentional breach by Corso and the Limitation shall not apply to any Exempt Damages other than Damages arising from a breach of Sections 4.1, 4.2 or 4.7.
Exempt Damages means Damages arising out of (i) any intentional Breach or fraud by the Sellers, (ii) any Breach in any of the Exempt Provisions, and/or (iii) any Breach under Sections 4.1, 4.2, 4.5, or 4.7 hereof. Notwithstanding anything contained herein to the contrary, it is expressly agreed that the Buyer shall be indemnified from the first dollar of Damages which are Exempt Damages and the Exempt Damages shall not be subject to the Basket. Except as otherwise provided herein, the maximum liability of the Sellers for indemnification under this Article IX shall be limited to three million five hundred thousand ($3,500,000.00) Dollar (the “Limitation”). The Limitation, however shall not apply to any Exempt Damages other than Damages arising from a breach of Sections 4.1, 4.2 or 4.7. In addition to the Limitation stated above, the aggregate liability of the Sellers for indemnification under this Article IX shall not exceed $20,000,000, and the aggregate liability of any Seller shall not exceed such Seller’s pro rata portion of $20,000,000, determined by reference to Sellersownership percentages in the Company as of the date of this Agreement, except a particular Seller shall be liable without limit for any intentional Breach or fraud by such Seller or the Breach of any of Sections 2.3, 2.4 or 2.5 of this Agreement as it relates or pertains to such particular Seller only.
Exempt Damages means Damages arising out of (i) any intentional Breach, intentional misrepresentation, concealment or fraud by the Seller or Xxxxxx, (ii) any Breach in any of the Limited Exempt Provisions or Exempt Provisions, and/or (iii) any Damages suffered by the Buyer or any of the Acquired Companies arising, directly or indirectly, from or in connection with the items referred to in Sections 9.2.3, 9.2.4, 9.2.11, 9.2.13, or 9.2.14 of this Agreement. Notwithstanding anything contained herein to the contrary, it is expressly agreed that the Buyer shall be indemnified from the first dollar of Damages which are Exempt Damages and the Exempt Damages shall not be subject to the Floor. Furthermore, the Exempt Damages shall not be subject to the "Limitation" (as hereinafter defined). Except as otherwise provided herein, the maximum liability of the Seller or Xxxxxx for indemnification under this Article IX shall be limited to $2,500,000 (the "Limitation").

Related to Exempt Damages

  • Special Damages has the meaning set forth in Section 12.

  • Economic damages means objectively verifiable monetary losses, including medical expenses, loss of earnings, burial costs, loss of use of property, cost of replacement or repair, cost of obtaining substitute domestic services, loss of employment, and loss of business or employment opportunities.

  • Delay Damages means the damages assessed pursuant to Section 3.2(a) hereof.

  • Consequential Damages means Losses claimed to have resulted from any indirect, incidental, reliance, special, consequential, punitive, exemplary, multiple or any other Loss, including damages claimed to have resulted from harm to business, loss of anticipated revenues, savings, or profits, or other economic Loss claimed to have been suffered not measured by the prevailing Party’s actual damages, and any other damages typically considered consequential damages under Applicable Law, regardless of whether the Parties knew or had been advised of the possibility that such damages could result in connection with or arising from anything said, omitted, or done hereunder or related hereto, including willful acts or omissions.

  • Punitive Damages are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute.

  • Compensatory Damages are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty, nor fixed in amount by statute.

  • Actual Damages has the meaning set forth in Section 12.4(C).

  • Cover Damages means, with respect to any Delivery Shortfall, an amount equal to (a) the positive net amount, if, any, by which the Replacement Price exceeds the applicable Price that would have been paid pursuant to Section 5.1 and the Cover Sheet, multiplied by the quantity of that Delivery Shortfall, plus (b) any applicable penalties and other costs assessed by ISO-NE or any other Person against Buyer as a result of Seller’s failure to deliver such Products in accordance with the terms of this Agreement. Buyer shall provide a statement for the applicable period explaining in reasonable detail the calculation of any Cover Damages.

  • Noneconomic damages ’ means damages for phys-

  • Indemnified Damages shall have the meaning assigned to such term in Section 6(a).

  • Direct Damage has the meaning given in clause 24.2; "Dispute" has the meaning given in clause 23.1;

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Environmental Damages means all claims, demands, liabilities (including strict liability), losses, damages (including consequential damages), causes of action, judgments, penalties, fines, costs and expenses (including reasonable fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, contingent or otherwise, matured or unmatured, known or unknown, direct or indirect, foreseeable or unforeseeable, made, incurred, suffered or brought at any time and from time to time and arising in whole or in part from:

  • Damages means any loss, claim, damage, liability, costs and expenses (including, without limitation, reasonable attorney's fees and disbursements and costs and expenses of expert witnesses and investigation).

  • Consequential Loss means indirect or consequential loss or damage such as, but not limited to, loss of contract, bargain, expectation, opportunity, profit, production, revenue, anticipated cost reduction or interest payable howsoever caused, arising out of or in connection with this Contract.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Daily Delay Damages means with respect to a Guaranteed Project Milestone, an amount equal to (a) the Project Development Security Amount posted as of the first date that Daily Delay Damages are payable under this Agreement with respect to such Guaranteed Project Milestone, divided by (b) 120.

  • Adverse Consequences means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses.

  • Structural damage means a covered building, regardless of the date of its construction, has experienced the following.

  • Catastrophic Damage as used hereunder is major change or damage to In- cluded Timber on Sale Area, to Sale Area, to access to Sale Area, or a combination thereof:

  • Registration Default Damages shall have the meaning set forth in Section 8 hereof.

  • Buyer Losses has the meaning set forth in Section 10.1(a).

  • Loss or Damage means any loss or damage to the Vehicle, including that caused by theft of the Vehicle or by adverse weather events, that requires repair or replacement including the loss of use of the Vehicle (demurrage), legal expenses, assessment fees, towing and recovery costs, storage, service charges and any appraisal fees of the Vehicle;

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Indirect Losses means loss of profits, loss of production, loss of business, loss of business opportunity, or any claim for consequential loss or for indirect loss of any nature;

  • Maximum Liability has the meaning assigned to such term in Section 10.10.