Common use of Limitation on Purchaser’s Liability Clause in Contracts

Limitation on Purchaser’s Liability. (a) Except as provided in Section 10.4(a)(ii), Section 10.7 or Section 10.10(b), the liability of the Purchaser to the Sellers and the Member Guarantors for any breaches of its representations, warranties and covenants made by the Purchaser in connection with this Agreement shall be limited to $9,652,232 for the one year period following the Closing Date, and (ii) $4,826,116with respect to claims made by Sellers or Member Guarantors in writing on Purchaser thereafter during the second year after the Closing Date and thereafter there shall be no liability by the Purchaser to the Sellers or Member Guarantors unless otherwise explicitly stated herein. (b) Notwithstanding any provision contained in this Agreement to the contrary, the dollar limitations contained in Section 10.10(a) shall not apply with respect to any breach by the Purchaser of (i) Section 4.2 (Power and Authority), (ii) Section 4.5 (Litigation), and (iii) discharging the Assumed Liabilities; provided, further, that any liability of the Purchaser to the Sellers or the Member Guarantors, in the aggregate, under this Section 10.10 or otherwise under this Agreement, except for a cause of action relating to fraud as set forth in Section 10.7, shall not exceed the Purchase Price.

Limitation on Purchaser’s Liability. (a) Except as provided in Section 10.4(a)(ii), Section 10.7 or Section 10.10(b), the liability of the Purchaser to the Sellers and the Member Guarantors for any breaches of its representations, warranties and covenants made by the Purchaser in connection with this Agreement shall be limited to $9,652,232 for 693,376for the one year period following the Closing Date, and (ii) $4,826,116with 346,688with respect to claims made by Sellers or Member Guarantors in writing on Purchaser thereafter during the second year after the Closing Date and thereafter there shall be no liability by the Purchaser to the Sellers or Member Guarantors unless otherwise explicitly stated herein. (b) Notwithstanding any provision contained in this Agreement to the contrary, the dollar limitations contained in Section 10.10(a) shall not apply with respect to any breach by the Purchaser of (i) Section 4.2 (Power and Authority), (ii) Section 4.5 (Litigation), and (iii) discharging the Assumed Liabilities; provided, further, that any liability of the Purchaser to the Sellers or the Member Guarantors, in the aggregate, under this Section 10.10 or otherwise under this Agreement, except for a cause of action relating to fraud as set forth in Section 10.7, shall not exceed the Purchase Price.