Common use of Liability Thresholds Clause in Contracts

Liability Thresholds. Notwithstanding anything in this Article 11 to the contrary, neither Purchaser on the one hand, nor Seller on the other hand, shall be liable to the other under Section 11.1 or Section 11.2, respectively, unless the total amount of Damages with respect to all claims against Purchaser or Seller, as applicable, exceeds One Hundred Thousand Dollars ($100,000) (the “Basket Amount”), and once the amount of Damages against Purchaser or Seller, as applicable, in respect to such claims exceeds the Basket Amount, Purchaser or Seller, as applicable, shall be entitled to recover the entire amount of Damages so determined; provided, however, that this limitation shall not apply to Damages resulting from or arising out of fraud, intentional misrepresentation or an intentional breach of warranty on the part of Seller, nor shall it apply to Damages for breaches of the representations and warranties contained in Section 4.12 (Tax Returns; Taxes) or for Indemnified Taxes as defined in Section 11.1.5. Amounts paid by a Party pursuant to Section 3.3 (Purchase Price Adjustments) will not be considered damages subject to, and will not be counted toward, the Basket Amount specified in this Section 11.7.