Limitations on Seller’s Liability Sample Clauses

Limitations on Seller’s Liability. (a) If the Closing occurs, and subject to Section 14.3(b), Seller will have no liability to Buyer or any other person for indemnification or otherwise with respect to: (1) any claim that arises out of or results from a breach of any representation or warranty in Section 4 or any covenant in Section 6, unless Buyer notifies Seller of the claim and specifies in reasonable detail the facts giving rise to the claim within two years after the Closing Date; (2) any claim that arises out of or results from a breach of any representation or warranty in Section 4 if such representation or warranty was accurate on the date of this Agreement but due to events occurring after the date of this Agreement became materially inaccurate as of the Closing and Buyer expressly waived such breach as a closing condition under Section 8.1; (3) any claim that arises out of or results from a breach of any representation or warranty in Section 4, if the aggregate liability for the claim (together with any related claims) is less than $10,000.00; (4) all claims that arise out of or result from a breach of any representation or warranty in Section 4 that are not barred by Section 14.3(a)(3), unless the aggregate liability for such claims exceeds $90,000.00, and then only to the extent that the aggregate liability for such claims exceeds $90,000.00; or (5) claims that arise out of or result from a breach of any representation or warranty in Section 4 to the extent that Seller’s aggregate liability for all claims that arise out of or result from a breach of any representation or warranty in Section 4 exceeds $2,000,000.00. (b) The limitations on Seller’s liability in this Section 14.3 will not apply with respect to a claim that arises out of or results from: (1) Seller’s failure to pay or perform any Retained Liability or any covenant; or (2) a breach of any representation or warranty contained in Sections 4.1, 4.2, 4.3, 4.8 or 4.13 or based on fraud or intentional misrepresentation.

Limitations on Seller’s Liability. The Sellers will not be liable under the indemnity provision in Section 7.2 in respect of any claim unless:

Limitations on Seller’s Liability. The liability of the Parent and Seller under Section 9.1 of this Agreement shall be limited as set forth below. (i) The aggregate liability of Parent and Seller under Section 9.1(a) of this Agreement and, to the extent it relates to matters arising under said Section 9.1(a), the liability of Parent and Seller under Section 9.1(e) of this Agreement, shall: (A) not arise on account of a breach of a representation or warranty made by Seller if, prior to the Closing, Buyer obtains actual knowledge of the breach, including a reasonable basis to understand the nature and significance thereof, and Buyer nonetheless proceeds to the Closing and the consummation of the transactions contemplated by this Agreement without providing Seller with written notice of the breach and a reasonable opportunity to cure the breach; (B) not arise with respect to a single course of conduct, related set of circumstances, occurrence or event unless the damages suffered by an indemnified party arising therefrom exceed Twenty-Five Thousand and 00/100 Dollars ($25,000.00) (“Seller Indemnifiable Breach”); (C) be recoverable if and only to the extent that the cumulative damages suffered by all indemnified parties for all Seller Indemnifiable Breaches with respect to claims under Section 9.1(a) hereof exceeds One Million and 00/100 Dollars ($1,000,000.00); and (D) be limited in the aggregate to an amount equal to ten percent (10%) of the Purchase Price; (provided that the $1,000,000 basket referred to in Section 9.3(g)(i)(C) shall not be accounted for in calculating such amount). (ii) The aggregate liability of Parent and Seller under Section 9.1(c) of this Agreement shall: (A) be recoverable if and only to the extent that the cumulative damages suffered by all indemnified parties with respect to claims under Section 9.1(c) hereof exceeds One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00); and (B) be limited in the aggregate to an amount equal to fifteen percent (15%) of the Purchase Price; (provided that the $1,500,000 basket referred to in Section 9.3(g)(ii)(A) shall not be accounted for in calculating such amount). (iii) The liability of the Parent and Seller in the aggregate under Section 9.1 of this Agreement shall: (A) be limited to Indemnifiable Losses (as that term is defined in Section 9.3(i) of this Agreement); (B) be limited to only one recovery by any indemnified party on account of any single loss, damage, cost, expense, liability, obligation or claim, even t...

Limitations on Seller’s Liability. In this schedule, references to a Warranty Claim or to a Tax Claim respectively include references to a claim for breach of a Repeated Warranty (other than a Tax Warranty), and a claim for a breach of the Repeated Warranties to the extent comprising Tax Warranties, and references to a Warranty Claim also include a claim by the Buyer to be indemnified under clause 4.4, save that paragraphs 1.1, 1.2, 2, 3.2 and 4.1 of this schedule shall not apply to any claim to be indemnified under clause 4.4.

Limitations on Seller’s Liability. (i) All representations and warranties of Buyer made in this Agreement and all representations and warranties of Seller set forth in this Agreement shall be deemed to have been made as of the Effective Date and again as of the Closing Date. Notwithstanding the foregoing, Seller’s representations and warranties contained in this Agreement or in any of the “Purchase Documents” (as hereinafter defined) shall survive the Closing for a period of nine (9) months after the Closing Date (the “Survival Period”), subject to the provisions of this Paragraph 9(c). Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and all such documents, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that the recourse of Buyer or its successors or assigns against Seller or any Respective Seller with respect to the alleged breach by or on the part of Seller or a Respective Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall (A) be deemed waived unless Buyer has both delivered to the Respective Seller written notice that Buyer is seeking recourse under Seller’s Undertakings (the “Recourse Notice”) and filed suit with respect thereto after the Closing Date but prior to the expiration of the Survival Period, and (B) be limited to an amount not to exceed an amount equal to [REDACTED] of the Purchase Price (the “Cap”) in the aggregate for all recourse of Buyer under the Purchase Documents. For the avoidance of doubt, the Cap shall apply to any and all claims Buyer may have against any and all Respective Sellers, such that in no event shall Seller be liable to Buyer in the aggregate in excess of the Cap. Seller shall have no liability to Buyer for a breach or default of any of Seller’s Undertakings unless the valid claims for all such breaches and defaults collectively aggregate more than [REDACTED], in which event the full amount of such, valid claims shall be actionable. Any Seller’s Undertakings for which a Recourse Notice has not been given, or for which such specific suit has not been commenced on or before the expiration of the Survival Period, shall terminate and cease to be of any force or effect and neither party shall have any right, r...

Limitations on Seller’s Liability. No liability shall attach to any Seller or Warrantor in respect of any claims under a Warranty or any other provision of this Agreement other than the covenants set out in Clauses 5.1, 5.2, 5.6 and 7 to the extent that a limitation set out in Schedule 5 applies. Each provision of Schedule 5 shall be read and construed without prejudice to each of the other provisions of Schedule 5.

Limitations on Seller’s Liability. Notwithstanding any provisions contained in this Agreement: (a) the period of limitations and survival with respect to the representations and warranties of Seller under this Agreement (collectively, “Seller’s Representations and Warranties”) shall expire upon the date which is twelve (12) months following the date of Closing, and (b) Seller’s liability for any and all of Seller’s Representations and Warranties shall be limited to Five Hundred Thousand and no/100 Dollars ($500,000.00) in the aggregate with respect to a breach of Seller’s Representations and Warranties hereunder, as to which Purchaser notifies Seller and institutes legal proceedings against Seller within twelve (12) months following the Closing Date, which notice must describe the breach. In no event shall Seller be liable to Purchaser for consequential, special, indirect, punitive, or exemplary damages, whatever the nature of a breach by Seller of its obligations under this Agreement, and Purchaser hereby waives all claims for consequential, special, indirect, punitive, or exemplary damages and/or lost profits it may have against Seller. The foregoing limitation and waiver shall survive Closing and shall not merge with the Deed or title to the Property.

Limitations on Seller’s Liability. 9.1 The maximum aggregate liability of each Seller under or in respect of any claim under or in connection with this Agreement shall not exceed the amount of Consideration actually received by such Seller (other than a Claim in respect of the Warranties which shall be limited as provided for in Clause 9.2 and Schedule 5). 9.2 The Warrantors’ liability in respect of Claims and Financial Indebtedness Claims shall be limited or excluded (as the case may be) by the provisions of Schedule 5.

Limitations on Seller’s Liability. Notwithstanding any other provision hereof, Sellers shall not be liable for any Losses under this Section 15. in excess of the aggregate amount of the Purchase Price received by Sellers at the time the claim for indemnification is made. Further, the indemnification provided for against Sellers in favor of the Buyer Indemnified Parties shall be, notwithstanding any other provision hereof, the exclusive remedy of the Buyer Indemnified Parties for claims against Sellers under or arising from this Agreement.