Limitation of Losses Sample Clauses
A Limitation of Losses clause sets a cap on the amount or types of losses that one party can recover from the other under a contract. Typically, this clause restricts liability to direct damages and excludes indirect, consequential, or punitive losses, and may also specify a maximum monetary limit for claims. By clearly defining the boundaries of financial responsibility, this clause helps manage risk and provides certainty for both parties regarding their potential exposure in the event of a dispute or breach.
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Limitation of Losses. (a) The indemnification obligations set forth in this Agreement, including in this Article VII, shall be limited to indemnification for actual damages suffered and shall not include loss of profit, incidental, consequential, special, punitive or indirect damages; PROVIDED, HOWEVER, that any such loss of profit damages recovered by a third party against a party entitled to indemnity under this Agreement shall be included in the damages recoverable pursuant to the indemnities herein.
(b) The payment of all indemnifications under Section 7.2 and payment of all claims made by the Purchaser Indemnified Parties for indemnification hereunder, for whatever reason, shall be limited to, and shall not exceed an amount equal to the Purchase Price.
(c) No Party shall be entitled to indemnification under this Article VII (i) to the extent, if any, that any Losses result from a failure on the part of any Indemnified Party to exercise good faith in not jeopardizing or prejudicing the interests of the Indemnifying Party or otherwise arises out of any action taken or omitted to be taken by an Indemnified Party or (ii) unless and until all rights and remedies of an Indemnified Party or its Affiliates (including after the Closing Date the Company, in the case of a Purchaser Indemnified Party) under any insurance policy or any other obligation of indemnification in its favor shall have first been exhausted.
Limitation of Losses. (a) The liabilities and obligations of the parties (including the Indemnifying Parties) under this Agreement shall be subject to the limitation (in addition to the other applicable limitations contained in this Article 8) that no Indemnifying Parties shall be responsible for any Losses until the cumulative aggregate amount thereof shall exceed Fifteen Thousand Dollars ($15,000.00) (the "Minimum Amount") in which case such Indemnifying Parties shall then be liable for all Losses; provided, however, MacDonald shall not be responsible for any Purchaser Losses resulting from the breach of any of the representations or warranties in Section 2.5 or Section 2.22 until the cumulative aggregate amount thereof shall exceed One Hundred Thousand Dollars ($100,000) (the "Basket Amount") in which case MacDonald will then be liable for all such Purchaser Losses; provided, further, however, if the facts or events giving rise to the breach of the representations or warranties in Section 2.5 or Section 2.22, would also independently breach other representations or warranties contained in other sections of Article 2, the Minimum Amount (rather than the Basket Amount) would apply to the breach of such other representations or warranties. The aggregate liability of (i) MacDonald for Purchaser Losses under Section 8.1(a), (c), (d), (e), (f), (g), (h) or (i) shall be Eleven Million Five Hundred Thousand Dollars ($11,500,000), and (ii) the Purchasers for Seller Losses under Section 8.2(a) shall be Eleven Million Five Hundred Thousand Dollars ($11,500,000). Notwithstanding anything to the contrary set forth in this Section 8.5, the dollar limitations in respect of the Minimum Amount and Basket Amount set forth in this Section 8.5 shall not apply to any claim relating to breach of a representation or warranty under Sections 2.1, 2.2, 2.3, 2.8, or 2.9, any claim related to a breach of a representation or warranty where CRG had Knowledge of such breach at Closing, any claim related to the payment by Purchasers of Dissenting Shareholder Costs or Option/Phantom Stock Costs, or any claim for any Tax Loss.
(b) In the event that any claim for indemnification asserted hereunder by Purchasers is, or may be, subject to coverage under CRG's insurance, upon the request of the Shareholders' Representative, the Purchasers shall cause the applicable insurance carrier promptly to be notified of any such claim or loss and tender defense thereof to such carrier. Subject to the outcome of the insuran...
Limitation of Losses. Notwithstanding any provision in this Agreement to the contrary, the aggregate Liability of each Seller for any and all Losses under this Agreement shall not exceed an amount equal to such Seller’s pro-rata portion of the Purchase Consideration (for Losses resulting or arising from a breach of any Fundamental Representation) received by such Seller or pro rata portion of the Indemnity Cap (for all other Losses), less the amount of such Losses recovered pursuant to the R&W Policy or any other applicable insurance policy or source of recovery in accordance with Section 9.07(f) hereof, provided however that no Seller shall have any liability for a breach of representation or warranty made by another Seller in Article IV.
Limitation of Losses. No claim for Indemnity under this Article VIII may be made for loss of profits or consequential losses or damages, it being the Intention at the Parties to limit such claims to direct liabilities, obligations, costs, expenses, damages or losses suffered as result of any breach, default or non-fulfillment contemplated by Sections 8.2 and 8.3.
Limitation of Losses. Except for each Party’s obligations of confidentiality and indemnification contained in this Agreement, neither Party shall be liable for consequential damages including, without limitation, loss of profits or indirect loss arising out of or in any way related to this Agreement.
Limitation of Losses. EXCEPT FOR EACH PARTY'S OBLIGATIONS OF CONFIDENTIALITY AND INDEMNIFICATION CONTAINED IN THIS AGREEMENT, NEITHER PARTY OR ITS AFFILIATES SHALL BE LIABLE FOR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR INDIRECT LOSS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.
Limitation of Losses. In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, except to the extent that any such damages are required to be paid by an Indemnified Party to a third-party in connection with a Third Party Claim.
Limitation of Losses. The indemnification provided for in Section 9.2 and Section 9.3 shall be subject to the following limitations:
(a) The aggregate amount of all Losses for which the Vendor shall be liable under Section 9.2(a) shall not exceed $106,500.
(b) The aggregate amount of all Losses for which the Purchaser shall be liable under Section 9.3(a) shall not exceed $106,500.
Limitation of Losses. In no event shall the Sellers be liable for any Losses resulting from a breach of a representation or warranty under Sections 9.4.1.1 or 9.4.2.1 if any Deal Team Members (as defined the R&W Insurance Policy) had Actual Knowledge (as defined in the R&W Policy) of the breach prior to the date of this Agreement. Notwithstanding any provision in this Agreement to the contrary, the aggregate Liability of the Sellers for any and all Losses under this Agreement shall not exceed an amount equal to the Purchase Price less the amount of such Losses recovered pursuant to the R&W Insurance Policy or any other applicable insurance policy or source of recovery in accordance with Section 9.5.6 hereof.
Limitation of Losses. 14 SECTION 7.7. Exclusive Remedy........................................14 ARTICLE VIII MISCELLANEOUS....................................................14