Common use of Minimum Liability Clause in Contracts

Minimum Liability. Notwithstanding anything in this Agreement to the contrary, after the Closing neither the Sellers nor the Buyer shall indemnify or otherwise be liable to the other except to the extent that the Liabilities exceed Twenty-five Thousand Dollars ($25,000) and indemnification shall be made only to the extent of such excess over Twenty-five Thousand Dollars ($25,000); provided, however, that the foregoing shall not be applicable to the Sellers' obligation to deliver clear title to the Acquired Assets or the Buyer's obligation to pay and discharge any Liability to third parties assumed by the Buyer hereunder.