Common use of Damages from Purchaser Clause in Contracts

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.

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 Sections 6.3(a), 6.3(b), or 6.3(e) unless the aggregate amount of all Damages for which the Vendor’s Indemnified Parties are entitled to indemnification pursuant to Section 6.3 Sections 6.3(a), 6.3(b), or 6.3(e) exceeds, on a cumulative basis, $1,440,000960,000, and then only to the extent of such excess, (ii) no Damages may be claimed by a Vendor’s Indemnified Party under Section 6.3Sections 6.3(a), 6.3(b), or 6.3(e), 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 6.3(a) to Section 6.3(e) exceed the Base Purchase Price, notwithstanding the breach of more than one subsection of Section 6.26.3. 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.