Damages from Purchaser Sample Clauses

The "Damages from Purchaser" clause defines the circumstances under which the purchaser is responsible for compensating the seller for losses or damages arising from the purchaser's actions or breaches of the agreement. Typically, this clause outlines the types of damages covered, such as direct losses, costs, or expenses incurred due to the purchaser's failure to fulfill contractual obligations. Its core practical function is to allocate risk by holding the purchaser accountable for any harm caused to the seller, thereby encouraging compliance and providing a clear remedy in case of breach.
Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 6.3(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Indemnified Parties arising pursuant to Section 6.3(a) exceeds $75,000, in which event the accumulated aggregate amount of all such Damages may be recovered, up to a maximum of the Indemnity Cap. Such limitation shall have no application to any claim to recover Damages based on any incorrectness in or breach of any representation or warranty of the Purchaser in this Agreement resulting from intentional misrepresentation, wilful breach or fraud by the Purchaser, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.3(b).
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Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 6.4(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Indemnified Parties arising pursuant to Section 6.4(a) exceeds $[***Amount redacted], in which event the accumulated aggregate amount of all such Damages may be recovered up to: (a) in respect of any claim to recover Damages based on any incorrectness in or breach of the Purchaser Fundamental Representations and Warranties, a maximum of the value of the Purchase Price, or (b) in respect of any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Purchaser pursuant to the indemnities in Section 6.4(a), $[***Amount redacted]. Such limitation shall have no application to any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Purchaser in this Agreement resulting from fraud, fraudulent misrepresentation or intentional misrepresentation by the Purchaser, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.3(2) or 6.4(b).
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Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 6.3(a) unless and until the accumulated aggregate amount of Damages of the Vendor Indemnified Parties arising pursuant to Section 6.3(a) exceeds the Claim Basket, in which event the accumulated aggregate amount of all such Damages in excess of the Claim Basket may be recovered. Such limitation shall have no application to any Indemnity Claim based on any incorrectness in or breach of (i) any Purchaser Fundamental Representation, or (ii) any other representation or warranty of the Purchaser in this Agreement resulting from fraud or intentional misrepresentation by the Purchaser, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.3(b).
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Damages from Purchaser. Notwithstanding anything contained in this Agreement to the contrary, (i) the Purchaser shall not be liable for any amounts for which the Vendor’s Indemnified Parties are otherwise entitled to indemnification pursuant to Section 6.3 unless the aggregate amount of all Damages for which the Vendor’s Indemnified Parties are entitled to indemnification pursuant to Section 6.3 exceeds, on a cumulative basis, $1,440,000, and then only to the extent of such excess, (ii) no Damages may be claimed by a Vendor’s Indemnified Party under Section 6.3, and no Damages shall be included in calculating the aggregate Damages set forth in clause (i) of this Section 6.6(2), other than Damages in excess of $100,000 resulting from any single claim or series of claims arising from the same or related facts (it being understood that more than one claim from customers with respect to the same or related facts shall be deemed to be related), and (iii) the Purchaser shall not be required to make indemnification payments pursuant to Section 6.3 to the extent the indemnification payments thereunder would exceed: (a) in the case of a claim under Section 6.3(a), except those arising from a breach of the Purchaser Fundamental Representations, 15% of the Base Purchase Price; or (b) in the case of a claim under Section 6.3(a) arising from a breach of the Purchaser Fundamental Representations, and in the case of a claim under Sections 6.3(b), 6.3(c), 6.3(d) and 6.3(e), the Base Purchase Price. For the avoidance of doubt, in no event, subject to the following sentence, shall the Purchaser’s aggregate liability pursuant to Section 6.2 exceed the Base Purchase Price, notwithstanding the breach of more than one subsection of Section 6.2. Notwithstanding the foregoing, the caps, thresholds and limitations in this Section 6.6(2) shall not apply in the case of fraud of the Purchaser.
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Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 7.3(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Indemnified Parties arising pursuant to Section 7.3(a) exceeds the Aggregate Claim Threshold, in which event the accumulated aggregate amount of all such Damages may be recovered. No Damages may be recovered from the Purchaser pursuant to Section 7.3(a) in excess of the General Cap. The limitations described in the Aggregate Claim Threshold and the General Cap shall have no application to (i) any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Purchaser in this Agreement resulting from fraud by the Purchaser, (ii) any claim to recover Damages based on any incorrectness in or breach of the representations and warranties in Section 4.3(27), nor shall the limitation be construed to apply to the indemnity in Section 7.3(b).
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Damages from Purchaser. (a) The Purchaser shall have no liability under this Agreement and no Damages may be recovered from the Purchaser unless the Claims of any Seller Indemnitee exceed, in the aggregate, the Deductible, in which case the liability of the Purchaser shall be limited to the amount by which such Claims exceed the Deductible. (b) The Seller Indemnitees shall not be entitled to recover any Damages for any Claim (or series of Claims arising from similar events or facts) where the Damages relating to each such Claim are less than the Per Claim Threshold, and such Damages shall not be counted toward the Deductible. (c) The Seller Indemnitees will not be entitled to recover under this Article 9 an aggregate amount in excess of the Cap. (d) Notwithstanding any other provisions of this Agreement, the limitations set forth in Section 9.4(2)(a), Section 9.4(2)(b) and Section 9.4(2)(c) shall not apply to any Claim by the Seller Indemnitees (i) involving fraud, fraudulent or willful misconduct or intentional or gross fault the Purchaser; (ii) based on the incorrectness or breach of the Purchaser’s Fundamental Representations; nor (iii) shall the limitations be construed to apply to any of the indemnities set out in Section 9.3(b).
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Damages from Purchaser. Subject to Sections 6.5(c) and 6.5(d) but notwithstanding anything else contained in this Agreement to the contrary, (i) the Purchaser shall not be liable for any amounts for which the Vendor Indemnified Parties are otherwise entitled to indemnification pursuant to Section 6.2(a) unless the aggregate amount of all Damages for which the Vendor Indemnified Parties are entitled to indemnification pursuant to Section 6.2(a) exceeds, on a cumulative basis, the Aggregate Claim Threshold and then only to the extent of such excess and (ii) the Purchaser shall not be required to make indemnification payments pursuant to Section 6.2(a) to the extent the indemnification payments thereunder would exceed, in the aggregate, $45,000,000.
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Damages from Purchaser. Notwithstanding anything contained in this Agreement to the contrary, from and after Closing, the Purchaser shall not be liable for any amounts for which each Vendors’ Indemnified Parties are otherwise entitled to indemnification pursuant to Section 7.3(a) (other than a breach of the Purchaser’s Fundamental Representations) unless the aggregate amount of all Damages for which such Vendors’ Indemnified Parties are entitled to indemnification pursuant to Section 7.3(a) exceeds, on a cumulative basis, the Aggregate Claim Threshold in which event the accumulated aggregate amount of all Damages may be recovered from the Purchaser.
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Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 6.4(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Indemnified Parties arising pursuant to Section 6.4(a) exceeds $250,000, in which event the accumulated aggregate amount of all such Damages may be recovered up to: (a) in respect of any claim to recover Damages based on any incorrectness in or breach of the Purchaser Fundamental Representations and Warranties, a maximum of the value of the Purchase Price, or (b) in respect of any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Purchaser pursuant to the indemnities in Section 6.4(a), $27,500,000. Such limitation shall have no application to any claim to recover Damages based on any incorrectness in or breach of any other representation or warranty of the Purchaser in this Agreement resulting from fraud, fraudulent misrepresentation or intentional misrepresentation by the Purchaser, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.3(2) or 6.4(b).
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Related to Damages from Purchaser

  • Damages from Certain Causes Landlord shall not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, fire, act of God, public enemy, riot, strike, insurrection, war, act or omission of any party other than Landlord, any nuisance or interference caused or created by any property owner other than Landlord, requisition or order of governmental body or authority, court order or injunction, or any cause beyond Landlord’s control or for any damage or inconvenience which may arise through repair or alteration of any part of the Premises as required by this Lease.

  • Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.

  • Damages Waiver NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR (ii) LOST PROFITS, LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, OR INTERRUPTION OF BUSINESS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any and all loss, liability or damage suffered or incurred by Buyer in respect of any debt, obligation or liability of the Company or of Seller not disclosed in this Agreement, any of the Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (e) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either Seller or the Company (or any person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.