Common use of Other Limitations on Liability Clause in Contracts

Other Limitations on Liability. No Buyer Indemnified Person shall have any claim or recourse against the Seller or any of its Affiliates or Representatives under this Article VIII with respect to any breach by the Seller of any representation, warranty or covenant in this Agreement to the extent the Seller demonstrates that any of the individuals included in the definition of Knowledge of the Buyer had actual knowledge of such breach at least five (5) days prior to the Closing and knew that such breach would reasonably likely result in Losses, without regard to the limits in this Article VIII. For the avoidance of doubt, each of the individuals included in the definition of Knowledge of the Buyer shall be deemed to have actual knowledge of all information set forth in this Agreement, in the Schedules (including any update or amendment to the Schedules furnished by the Seller at least five (5) days prior to the Closing), and with respect to any matter waived by Buyer in writing at or prior to the Closing or made known in writing to the Buyer by the Seller at least five (5) days prior to the Closing.