Common use of Liability Thresholds Clause in Contracts

Liability Thresholds. Subject to the provisions of the last sentence of Section 6.3(d) and the provisions of this Section 9.10 below, neither Buyer, on the one hand, nor Seller on the other hand, shall be liable to the other under Section 9.1(a)(i) or (iii) or Section 9.1(b)(i) and (ii), respectively, unless the total amount of Damages with respect to all Claims Finally Determined against Buyer or Seller, as applicable, exceeds Twenty-Five Thousand United States Dollars (US$25,000) (the “Basket Amount”), and once the amount of Damages Finally Determined against Buyer or Seller, as applicable, in respect of such Claims exceeds the Basket Amount, the Buyer or Seller, as applicable, shall be entitled to recover the entire amount of the Damages so determined. The foregoing provision shall not apply to any Damages (i) for Claims under Section 9.1(b)(i) for Indemnified Taxes described in item 4 or item 7 of Section 6.2(a), (ii) for Claims under Section 9.1(b)(i) for Indemnified Taxes arising out of relating to actions described in clauses (i), (ii), (iv) or (v) of Section 5.1(c) or resulting from the Deed of Release or any action taken pursuant to the Deed of Release or (iii) for Claims under Section 9.1(b)(iv). For the avoidance of doubt, Claims for Indemnified Taxes that are described in both Section 9.1(b)(i) and Section 9.1(b)(ii) shall be treated as described in Section 9.1(b)(i).