Common use of Damages from Purchaser Clause in Contracts

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).

Damages from Purchaser. The liability of the Purchaser for indemnification pursuant to this Agreement shall be limited as follows: (a) No Damages may be recovered from the Purchaser pursuant to Section 6.4(a5.3(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Vendors’ Indemnified Parties arising pursuant to Section 6.4(a5.3(a) exceeds $[***Amount redacted]the Aggregate Claim Threshold, 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 recovered; (b) in respect the aggregate amount of any claim to recover all Damages based on any incorrectness in or breach of any other representation or warranty of for which the Purchaser shall be required to indemnify the Vendors’ Indemnified Parties pursuant to 5.3(a) shall not exceed the indemnities in Section 6.4(a), $[***Amount redacted]. Such limitation Indemnity Cap; provided that the Aggregate Claim Threshold and the Indemnity Cap shall have no application to any claim to recover Damages based on any incorrectness in or breach of (i) any Fundamental Representations of the Purchaser or (ii) any other representation or warranty of the Purchaser in this Agreement resulting from fraud, fraudulent misrepresentation or intentional misrepresentation fraud by the Purchaser, nor shall the limitation be construed to apply to any of the indemnities in Sections 6.3(2) or 6.4(b5.3(b).. 5.7

Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 6.4(a6.3(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Indemnified Parties arising pursuant to Section 6.4(a6.3(a) exceeds $[***Amount redacted]1.0% of the Purchase Price, in which event the accumulated aggregate amount of all such Damages in excess of 0.5% of the Purchase Price may be recovered up to: (a) in respect of any claim to recover Damages based on any incorrectness inaccuracy 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 inaccuracy in or breach of any other representation or warranty of the Purchaser pursuant to the indemnities in Section 6.4(a6.3(a), $[***Amount redacted]10% of the Purchase Price. Such limitation shall have no application to any claim to recover Damages based on any incorrectness inaccuracy 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(2Section 6.3(b), 6.3(c) or 6.4(b6.3(d).

Damages from Purchaser. No Damages may be recovered from the Purchaser pursuant to Section 6.4(a7.3(a) unless and until the accumulated aggregate amount of Damages of the Vendor’s Indemnified Parties arising pursuant to Section 6.4(a7.3(a) exceeds $[***Amount redacted]1.5% of the Purchase Price, 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(a7.3(a), $[***Amount redacted]20% of the Purchase Price. 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(bSection 7.3(b).