Limitation of liability

26 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Certain Limitations

   The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this Article VI is referred to as the “Indemnifying Party.” The indemnification provided for in Section 6.02 and Section 6.03 shall be subject to the following limitations: (a) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a) or Section 6.03(a), as the case may be, shall not exceed the Purchase Price. (b) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (c) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing

   Lone Star Friends Trust (CIK 0001909643) · filed 2024-06-25 · read the filing · this wording recurs in 3 agreements we hold

2. 02

   Certain Limitations

   The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $1,000,000 (the “ Basket ”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar; provided , however , that claims for fraud and claims for any Losses incurred by the Buyer Indemnitees arising out of or resulting from the breach or inaccuracy of any of the Fundamental Representations shall not be subject to the Basket. (b) In no event shall the aggregate liability of Seller pursuant to Section 8.02(a) (other than in respect of any Fundamental Representation) exceed an aggregate amount equal to $20,762,570.60 (the “ Cap ”); provided that in no event shall the aggregate liability of Seller pursuant to Section 8.02(a) exceed an aggregate amount equal to the Purchase Price. In no event shall the aggregate liability of Buyer pursuant to Section 8.03(a) (other than in respect of any Fundamental Representation) exceed an aggregate amount equal to the Cap; provided that in no event shall the aggregate liability of Buyer pursuant to Section 8.03 exceed an aggregate amount equal to the Purchase Price. (c) For the purposes of computing the amount of any Losses incurred under this Article VIII, there shall be deducted an amount equal to the amount of any insurance proceeds or indemnification payments actually received by the party incurring such Losses in respect of such Losses or any of the circumstances giving rise thereto. (d) Each Person entitled to indemnification hereunder shall use its commercially reasonable efforts to take all reasonable steps, but solely to the extent required by applicable Law, to reasonably mitigate all Losses after becoming aware of any event that could reasonably be expected to give rise to any Losses which are indemnifiable or recoverable hereunder or in connection herewith

   Chosen, Inc. (CIK 0001733443) · filed 2024-05-13 · read the filing · this wording recurs in 2 agreements we hold

3. 03

   Certain Limitations

   (a) Seller shall not be liable until the aggregate amount of all Damages in respect of indemnification exceeds $25,000. The aggregate amount of all Damages for which Seller shall be liable shall not exceed the Purchase Price. In no event shall Seller be liable for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (b) Purchaser shall not be liable until the aggregate amount of all Damages in respect of indemnification exceeds $25,000. The aggregate amount of all Damages for which Purchaser shall be liable shall not exceed the Purchase Price. In no event shall Purchaser be liable for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. Asset Purchase Agreement Page 21 of 29 ARTICLE X. TERMINATION 10.1. Termination. This Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent of Seller and Purchaser; (b) by Purchaser by written notice to Seller if: (v) (i) Purchaser is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VIII and such breach, inaccuracy or failure cannot be cured by Seller by September 30, 2024 (the “ Drop Dead Date ”); or (vi) any of the conditions set forth in Section 8.1 or Section 8.2 shall not have been fulfilled by the Drop Dead Date, unless such failure shall be due to the failure of Purchaser to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; (c) by Seller by written notice to Purchaser if: (i) Seller is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made […]

   180 Life Sciences Corp. (ATNF, ATNFW) (CIK 0001690080) · filed 2024-10-03 · read the filing

4. 04

   Certain Limitations

   The party making a claim under this Article VII is referred to as the “ Indemnified Party ”, and the party against whom such claims are asserted under this Article VII is referred to as the “ Indemnifying Party ”. For the avoidance of doubt, the Company Owners shall be treated as a single Indemnified Party or Indemnifying Party, as applicable. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) The aggregate amount of all Expenses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a) or Section 7.3(a) , as the case may be (other than for breaches of Fundamental Representations and Warranties), shall not exceed an amount (the “ Indemnification Cap ”) equal to the sum of: (1) the value of the Merger Consideration, plus (2) Fifty Thousand Dollars ($50,000). (b) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Expense shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Expenses prior to seeking indemnification under this Agreement. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Expense shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Expense by the Indemnified Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Expense upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the […]

   LFTD PARTNERS INC. (LIFD) (CIK 0001391135) · filed 2023-05-02 · read the filing

5. 05

   Limitations on Liability

   In no event shall the Seller be liable to the Purchaser for any Exception Matters. In no event shall the Seller be liable for, nor shall the Purchaser seek, any consequential, indirect or punitive damages. 6.5 “AS IS” . Except as otherwise expressly provided in this Agreement or in any documents to be EXECUTED AND delivered BY THE SELLER to the Purchaser at the Closing, THE Seller has NOT made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding The Property (whether made by The Seller, on The Seller’s behalf or otherwise) including, without limitation, the physical condition of The Property, title to or the boundaries of The Property, pest control matters, soil conditions, the presence, existence or absence of hazardous MATERIALS, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, the adequacy of The Property for the purchaser’s intended use, and any other information pertaining to The Property or the market and physical environments in which IT IS located. 14 The Purchaser acknowledges THAT (i) it is experienced and sophisticated in the acquisition, development, management, leasing, ownership and operation of commercial real estate projects such as the PROPERTY and that, prior to the end of the inspection Period, it will have a full and complete opportunity to conduct such investigations, examinations, inspections and analyses of the PROPERTY as THE Purchaser, in its SOLE AND absolute discretion, may deem appropriate, (II) the Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the PROPERTY and (iIi) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by The Seller or anyone acting or claiming to act on The Seller’s behalf. The Purchaser shall purchase the PROPERTY in its “as is, WHERE IS” condition on the Closing Date WITH ALL FAULTS […]

   DIGITAL ALLY, INC. (DGLY) (CIK 0001342958) · filed 2024-08-06 · read the filing

6. 06

   Limitations on Liability and Remedies

   Notwithstanding anything contained herein to the contrary, if prior to the Closing Date, either Purchaser or Seller has or obtains actual knowledge that (a) the other party has defaulted on its obligations hereunder in any respect, and the non- defaulting party nevertheless proceeds with the Closing, then the default by the defaulting party as to which the other party shall have such knowledge shall be deemed waived by the non-defaulting party and the defaulting party shall have no liability to the non-defaulting party or its successors and assigns in respect thereof or (b) any of Seller’s representations or warranties set forth in Article 9 , or Purchaser’s representations and warranties set forth in Article 10 , are untrue in any respect, and the other party nevertheless proceeds with the Closing, then the breach by the breaching party of the representations and warranties as to which the other party shall have such knowledge shall be deemed waived by the non-breaching party, such 24 representations and warranties shall be deemed modified to conform them to the information that the non-breaching party shall have knowledge of and the breaching party shall have no liability to the other party or its successors or assigns in respect thereof. If a party has or obtains knowledge that (i) the other party has defaulted on its obligations hereunder in any respect or (ii) any of any of the other party’s representations or warranties set forth in Article 9 or Article 10 , as applicable, are untrue in any material respect, such party shall so notify the other party in writing (x) on or before the date that is the second (2 nd ) Business Day after obtaining such knowledge, or (y) on or before the Closing Date if a party, obtains such knowledge one (1) Business Day prior to the Closing Date or on the Closing Date. Neither Seller nor Purchaser shall have any liability under this Agreement for consequential, indirect, punitive or special damages. 19. Escrow Agent

   Franchise Group, Inc. (CIK 0001528930) · filed 2022-08-04 · read the filing

7. 07

   Limitations on Liability

   (a) With respect to the indemnification obligations of each Seller pursuant to Section 6.01 , such obligations shall not exceed the Purchase Price actually received by such Seller. (b) With respect to the indemnification obligations of Buyer pursuant to Section 6.02 , such obligations shall not exceed the aggregate Purchase Price. 4 Section 6.04 Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “ Indemnified Party ”) shall promptly provide written notice of such claim to the other party (the “ Indemnifying Party ”). The Indemnified Party shall be entitled to participate in the defense of any such claim, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such claim, the Indemnified Party may, but shall not be obligated to, defend against (but not settle) such claim in such manner as it may deem appropriate. In the event the Indemnified Party, pursuant to the immediately preceding sentence, assumes the defense and/or settlement of such Action, the Indemnifying Party shall bear and be responsible for all costs and expenses (including but not limited to attorney’s fees and expenses) in connection with the assumption by Indemnified Party of such defense and/or settlement of such Action. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, only direct claims (and not third party claims) will be indemnifiable matters under this Article VI or this Agreement. Notwithstanding anything to the contrary in this Agreement, this Article VI shall constitute the sole and exclusive remedy of the Indemnified Parties for any indemnifiable matters pursuant to Section 6.01 or Section 6.02

   Pasithea Therapeutics Corp. (KTTA, KTTAW) (CIK 0001841330) · filed 2023-01-10 · read the filing

8. 08

   Certain Limitations

   The party making a claim under this ARTICLE VI is referred to as the “ Indemnified Party ,” and the party against whom such claims are asserted under this Article VI is referred to as the “ Indemnifying Party .” The indemnification provided for in Section 6.02 and Section 6.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $1,000 (the “ Deductible ”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a) or Section 6.03(a), as the case may be, shall not exceed $5,000. (c) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (d) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing

   Crypto Co (CRCW) (CIK 0001688126) · filed 2024-06-10 · read the filing

9. 09

   Certain Limitations

   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 Damages for which the Seller shall be liable for indemnification under Section 9.2 shall not exceed $150,000 (the “Cap”). (b) The aggregate amount of all Losses for which Purchaser shall be liable pursuant to Section 9.3 shall not exceed the Cap. (c) Any party that becomes aware of Damages for which it seeks indemnification shall use commercially reasonable efforts to mitigate such Damages. ARTICLE X TERMINATION 10.1. Termination. This Agreement may be terminated at any time before the Closing Date: (a) by written mutual consent of the Purchaser and the Seller; (b) by either the Purchaser or the Seller if the Closing has not occurred on or before September 30, 2023 , provided that this provision shall not be available to the Party who fails or refuses to consummate the transactions contemplated herein or to take any other action referred to herein as necessary to consummate the transactions contemplated hereby in breach of such Party’s obligations contained herein; and, Asset Purchase Agreement – Protexure Insurance Agency, Inc. (A Delaware Corporation), et al. A-1-36 TABLE OF CONTENTS (c) by either the Purchaser or the Seller if there has been a material breach on the part of the other Party in any material representation, warranty, or covenant set forth in this Agreement that is not cured within ten (10) business days after such other Party has been notified of the intent to terminate this Agreement pursuant to this Section 10.1 (c)

   AMERINST INSURANCE GROUP LTD (CIK 0001065201) · filed 2023-09-26 · read the filing

10. 10

    Certain Limitations

    The party making a claim under this ARTICLE VI is referred to as the “ Indemnified Party ,” and the party against whom such claims are asserted under this Article VI is referred to as the “ Indemnifying Party .” The indemnification provided for in Section 6.02 and Section 6.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $50,000 (the “ Deductible ”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible; provided however, that indemnification pursuant to Section 6.03(c) shall not be subject to this Deductible. (b) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. 10 (c) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had Knowledge of such inaccuracy or breach prior to the Closing

    Core AI Holdings, Inc. (CHAI) (CIK 0001649009) · filed 2025-12-31 · read the filing

11. 11

    Certain Limitations

    The party making a claim under this Article VI is referred to as the “ Indemnified Part y,” and the party against whom such claims are asserted under this Article VI is referred to as the “ Indemnifying Party .” The indemnification provided for in Section 6.02 and Section 6.03 shall be subject to the following limitations: (a) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a) or Section 6.03(a), as the case may be, shall not exceed 10% of the Purchase Price. (b) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (c) Notwithstanding anything to the contrary herein (i) the aggregate amount that the Buyer Indemnitees shall be entitled to recover from the Seller under this Article VI shall not under any circumstances exceed the Purchase Price, and (ii) the aggregate amount that the Seller Indemnitees shall be entitled to recover from the Buyer under this Article VI shall not under any circumstances exceed the Purchase Price

    Predictive Oncology Inc. (POAI) (CIK 0001446159) · filed 2025-03-20 · read the filing

12. 12

    Limitation of Liability

    Except in connection with a breach of Section 8.5 for which the parties may be liable for consequential damages, the liability of each party hereto resulting from the breach or default by such party shall be limited to direct actual damages incurred by the injured party and each party hereto hereby waives its rights to recover from the other party consequential, punitive, exemplary, and speculative damages. The provisions of this Section 9.4 shall survive the termination of this Agreement. The provisions of this Section 9.4 shall not limit or affect the rights of Seller to receive the Deposit as liquidated damages as and when provided in this Agreement or the rights of Purchaser set forth in Section 9.1 . ARTICLE X. MISCELLANEOUS PROVISIONS 10.1. Completeness; Modification . This Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated hereby and supersedes all prior discussions, understandings, agreements and negotiations between the parties hereto. This Agreement may be modified only by a written instrument duly executed by the parties hereto

    Braemar Hotels & Resorts Inc. (BHR, BHR-PB, BHR-PD) (CIK 0001574085) · filed 2024-08-08 · read the filing