Additional Monetary Limits for Indemnification Sample Clauses

Additional Monetary Limits for Indemnification. Notwithstanding anything to the contrary in Clause 6.2 (i) no Seller shall be liable for any Damages incurred by the Buyer and resulting from any individual breach of the Company Representations and Warranties in the event the amount of Damages related to such individual breach is less than 0.1% (one tenth of one percent) of the aggregate Purchase Price actually paid to the Sellers (the “de Minimis Franchise”); (ii) no Seller shall be liable for any Damages resulting from the breach of the Company Representations and Warranties until such time as the total amount of all Damages incurred by the Buyer (including the Damages arising from such breach and all other Damages arising from any other such breaches), excluding, for the avoidance of doubt, any Claim or Third Party Claim for which the Buyer were not entitled to recover by reason of Clause 6.5.2(i), exceeds 1% (one percent) of the aggregate Purchase Price actually paid to the Sellers (the “Basket”), in which event the whole amount of all such Damages shall be recoverable and not merely the amount in excess of the Basket, in the understanding that all Damages under the de Minimis Franchise shall not be included or recoverable; (iii) the maximum aggregate liability payable by the Sellers in respect to any and all Damages resulting from any and all breaches of the Seller Representations and Warranties and Fundamental Representations and Warranties, after giving effect to the exclusions provided for in Clauses 6.5.1(i) and (ii) and 6.5.2(i) and (ii), shall be 100% (one hundred percent) of the Purchase Price actually received by the Sellers at any time; (iv) the maximum aggregate liability payable by the Sellers in respect to any and all Damages resulting from any and all breaches of the Company Representations and Warranties, other than the Fundamental Representations and Warranties, after giving effect to the exclusions provided for in Clauses 6.5.1(i) and 6.5.1(ii), shall be 10% (ten percent) of the Purchase Price actually received by the Sellers at any time; and in no event shall any Seller be liable for Damages under Clause 6.2 or otherwise under this Agreement in excess of one 100% (one hundred percent) of the Purchase Price actually received by such Seller at any time. (v) For purposes hereof, (a) the amount of Purchase Price “actually received” at any time by a Seller, other than an Unaccredited Seller, shall be equal to the product of (A) the number of BVI Shares issued or issuable under such Seller...