Aggregate Dollar Limitation. The aggregate dollar amount of all payments Sylvan shall be obligated to make pursuant to this Article IX and Section 8.1(a)(iv) shall not exceed $25,000,000; provided, however, notwithstanding anything to the contrary herein, Sylvan's indemnification obligations with respect to claims by the Purchaser arising out of Sylvan's breach of any representation or warranty contained in Sections 3.1, 3.2 and 3.13 and the second sentence of Section 3.5 shall not exceed the Designated Purchase Price; provided, further, that the limitations set forth in this Section 9.2 shall not apply to Purchaser Losses arising out of, based upon, or relating to, any Purchaser Losses (A) set forth in paragraphs (iii), (iv) or (v) of the definition thereof or (B) that are based upon a failure of the Sellers to make payments provided for in Sections 1.3 and 5.20 hereof.
Appears in 1 contract
Sources: Asset Purchase Agreement (Apollo Investment Fund Iv Lp)
Aggregate Dollar Limitation. The aggregate dollar amount of all payments Sylvan shall be obligated to make pursuant to this Article IX and Section 8.1(a)(iv) shall not exceed $25,000,000; provided, however, notwithstanding anything to the contrary herein, Sylvan's ’s indemnification obligations with respect to claims by the Purchaser arising out of Sylvan's ’s breach of any representation or warranty contained in Sections 3.1, 3.2 and 3.13 and the second sentence of Section 3.5 shall not exceed the Designated Purchase Price; provided, further, that the limitations set forth in this Section 9.2 shall not apply to Purchaser Losses arising out of, based upon, or relating to, any Purchaser Losses (A) set forth in paragraphs (iii), (iv) or (v) of the definition thereof or (B) that are based upon a failure of the Sellers to make payments provided for in Sections 1.3 and 5.20 hereof.. Table of Contents
Appears in 1 contract