Common use of Liability Limits Clause in Contracts

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreement, Buyer Indemnified Parties shall not make a claim against Seller for indemnification under this Agreement for Buyer Losses unless and until the aggregate amount of such Buyer Losses exceeds One Hundred Thousand Dollars ($100,000) (the “Deductible”) in which event Buyer Indemnified Parties may claim indemnification for Buyer Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary set forth herein, the liability of Buyer for indemnification or for any other claim by Seller under Section 11.1 of this Agreement shall not exceed the aggregate of Two Hundred Fifty Thousand Dollars ($250,000), except in the case of the Fundamental Representations. Notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of Seller and/or its Affiliates for indemnification or for any other claim by Buyer under Section 11.2 of this Agreement shall not exceed the aggregate of Two Hundred Fifty Thousand Dollars ($250,000) for or in respect of services or liabilities incurred by Southern: (i) with respect to the recapture of any payment made under, or for any violation of, Medicare, Medicaid, Blue Cross, and CHAMPUS/TRICARE or claims or cost reports filed by Southern thereunder, or to be filed; or (ii) for or in respect of any other claim or liability relating to any period prior to Closing, except in the case of the Fundamental Representations. The limitations contained in this Section 11.6 shall not apply to any indemnification claims arising under Section 11.1(i) or Section 11.2(i) as a result of any Actual Fraud of Buyer or Seller, respectively.

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreement, Buyer Lessee Indemnified Parties shall not make a claim against Seller Lessor for indemnification under this Agreement for Buyer Lessee Losses unless and until the aggregate amount of such Buyer Lessee Losses exceeds One Hundred Fifty Thousand Dollars ($100,00050,000) (the “Deductible”) in which event Buyer Lessee Indemnified Parties may claim indemnification for Buyer Lessee Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of Buyer Lessee for indemnification or for any other claim by Seller Lessor under Section 11.1 10.1 of this Agreement Lease shall not exceed the aggregate of Two Hundred Fifty Thousand Dollars ($250,00050,000), except in the case of the Fundamental Representations. Notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of Seller Lessor and/or its Affiliates for indemnification or for any other claim by Buyer ▇▇▇▇▇▇ against Lessor under Section 11.2 10.2 of this Agreement Lease shall not exceed the aggregate of Two Hundred Fifty Thousand Dollars ($250,000) for or in respect of services or liabilities incurred by Southern: (i) with respect to the recapture of any payment made under, or for any violation of, Medicare, Medicaid, Blue Cross, and CHAMPUS/TRICARE or claims or cost reports filed by Southern thereunder, or to be filed; or (ii) for or in respect of any other claim or liability relating to any period prior to Closing, except in the case of the Fundamental Representations50,000). The limitations contained in this Section 11.6 10.6 shall not apply to any indemnification claims arising under Section 11.1(i10.1(i) or Section 11.2(i10.2(i) as a result of any Actual Fraud of Buyer Lessee or SellerLessor, respectively.

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreement, Buyer Indemnified Parties shall not make a claim against Seller for indemnification under this Agreement for Buyer Losses unless and until the aggregate amount of such Buyer Losses exceeds One Hundred Fifty Thousand Dollars ($100,00050,000) (the “Deductible”) in which event Buyer Indemnified Parties may claim indemnification for Buyer Losses in excess of the Deductible. (b) Deductible up to but not exceeding $100,000 but Buyer may, however, seek specific performance hereof. Notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of Buyer for indemnification or for any other claim by Seller under Section 11.1 10.1 of this Agreement shall not exceed the aggregate of Two Hundred Fifty Thousand Dollars ($250,000)the Purchase Price, except in the case of a material breach of the Fundamental Representations. Notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of Seller and/or its Affiliates for indemnification or for any other claim by Buyer against Seller under Section 11.2 10.2 of this Agreement shall not exceed the aggregate of Two Hundred Fifty Thousand Dollars ($250,000) for or in respect of services or liabilities incurred by Southern: (i) with respect to the recapture of any payment made under, or for any violation of, Medicare, Medicaid, Blue Cross, and CHAMPUS/TRICARE or claims or cost reports filed by Southern thereunder, or to be filed; or (ii) for or in respect of any other claim or liability relating to any period prior to Closing, except in the case of the Fundamental RepresentationsPurchase Price. The limitations contained in this Section 11.6 thisSection 10.6 shall not apply to any indemnification claims arising under Section 11.1(iunderSection 10.1(i) or Section 11.2(i10.2(i) as a result of any Actual Fraud of Buyer or Seller, respectively.

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreement, Buyer Indemnified Parties shall not make a claim against Seller for indemnification under this Agreement for Buyer Losses unless and until the aggregate amount of such Buyer Losses exceeds One Hundred Thousand Dollars ($100,000) (the “Deductible”) in which event Buyer Indemnified Parties may claim indemnification for Buyer Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary set forth herein, the liability of Buyer for indemnification or and for any all other claim claims by Seller under Section 11.1 of this Agreement shall not exceed in the aggregate of Two one Hundred Fifty Thousand Dollars ($250,000150,000), except in the case of the Fundamental Representations. Notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of Seller and/or its Affiliates for indemnification or and for any all other claim claims by Buyer under Section 11.2 of this Agreement shall not exceed in the aggregate of Two Hundred one hundred Fifty Thousand Dollars ($250,000) for or in respect of services or liabilities incurred by Southern: 150,000): (i) with respect to the recapture of any payment made under, or for any violation of, Medicare, Medicaid, Blue Cross, and CHAMPUS/TRICARE or claims or cost reports filed by Southern thereunder, or to be filed; or (ii) for or in respect of any other claim or liability relating to any period prior to Closing, except in the case of the Fundamental Representations. The limitations contained in this Section 11.6 shall not apply to any indemnification claims arising under Section 11.1(i) or Section 11.2(i) as a result of any Actual Fraud of Buyer or Seller, respectively.

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreement, Buyer Indemnified Parties shall not make a claim against Seller for indemnification under this Agreement for Buyer Losses unless and until the aggregate amount of such Buyer Losses exceeds One Hundred Fifty Thousand Dollars ($100,00050,000) (the “Deductible”) in which event Buyer Indemnified Parties may claim indemnification for Buyer Losses in excess of the Deductible. (b) Deductible but Buyer may, however, seek specific performance hereof. Notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of Buyer for indemnification or for any other claim by Seller under Section 11.1 10.1 of this Agreement shall not exceed the aggregate of Two Hundred Fifty Thousand Dollars ($250,000)the Purchase Price, except in the case of a material breach of the Fundamental Representations. Notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of Seller and/or its Affiliates for indemnification or for any other claim by Buyer against Seller under Section 11.2 10.2 of this Agreement shall not exceed the aggregate of Two Hundred Fifty Thousand Dollars ($250,000) for or in respect of services or liabilities incurred by Southern: (i) with respect to the recapture of any payment made under, or for any violation of, Medicare, Medicaid, Blue Cross, and CHAMPUS/TRICARE or claims or cost reports filed by Southern thereunder, or to be filed; or (ii) for or in respect of any other claim or liability relating to any period prior to Closing, except in the case of the Fundamental RepresentationsPurchase Price. The limitations contained in this Section 11.6 10.6 shall not apply to any indemnification claims arising under Section 11.1(i10.1(i) or Section 11.2(i10.2(i) as a result of any Actual Fraud of Buyer or Seller, respectively.