Aggregate Amount Limitation. The aggregate liability for Losses pursuant to Section 7.1 shall not in any event exceed the Escrow Shares and Parent shall have no claim against the Company’s stockholders other than for the Escrow Shares (and any proceeds of the shares or distributions with respect to the Escrow Shares).
Aggregate Amount Limitation. The aggregate liability for Losses pursuant to Section 8.1 or Section 8.2 shall not in any event exceed one-third of the Purchase Price with respect to Losses under Section 8.1 and one-third of the Stock Consideration with respect to Losses under Section 8.2, and no party, except as provided in Section 8.6, shall have any claim against the other for any Losses in excess of such amounts, and provided further that the limitations set forth in this Section 8.5(c) shall not apply to any Loss based on:
(i) any breach of the representations and warranties set forth in Sections 2.1, 2.3, 2.4, 2.18, 2.19, 3.1, 3.2, 4.1 and 4.2;
(ii) any breach of the covenants or agreements set forth in Sections 6.11 and 6.12; or
(iii) any breach of the certifications set forth in the Indebtedness Certificate.
Aggregate Amount Limitation. The aggregate liability for Losses pursuant to Section 7.1 or Section 7.2, as the case may be, shall not in any event exceed the Escrow Shares and, in the case of an Ascend Indemnitee, such Ascend Indemnitee shall not have any claim against any Andover Indemnifying Party other than the Escrow Shares during the Escrow Period.
Aggregate Amount Limitation. Notwithstanding anything to the contrary contained herein, the aggregate liability for Losses pursuant to Section 9.1 shall not in any event exceed the value of the Indemnity Shares and Parent shall have no claim against the Company Holders other than for the Indemnity Shares (and any proceeds of the shares or distributions with respect to the Indemnity Shares).
Aggregate Amount Limitation. The aggregate liability for Losses pursuant to Section 7.1(a) shall not in any event exceed the amount set forth in Section 6.6(c).
Aggregate Amount Limitation. The aggregate liability for Losses pursuant to Section 7.1(a) shall not in any event exceed the Escrow Fund (the “Company Liability Cap”) and no Parent Indemnitee shall have any claim against any of the Former Stockholders or other former equity holders of the Company other than for sole recourse to the Escrow Fund (including any earnings thereon) provided that such limitations shall not apply (i) in the case of claims arising from fraud, willful misrepresentation or willful misconduct, or (ii) to any Excess Third Party Expenses. Notwithstanding anything herein to the contrary, Parent’s recovery hereunder in connection with any fraud, willful misrepresentation or willful misconduct shall not exceed the Aggregate Merger Consideration. The aggregate liability for Losses pursuant to Section 7.1(b) shall not in any event exceed an amount equal to ten percent of the Aggregate Merger Consideration (the “Parent Liability Cap”) and no Company Indemnitee shall have any claim against the Parent or Merger Sub other than as set forth in this Article VII provided that such limitations shall not apply in the case of claims arising from actual fraud, willful misrepresentation or willful misconduct.
Aggregate Amount Limitation. (i) Notwithstanding anything to the contrary contained in this Agreement, if any Parent Indemnified Party is entitled to be indemnified for Losses pursuant to Section 7.1(a) (other than Losses resulting from any of the Surviving Claims), then (A) the sole and exclusive remedy and source of recovery of the Parent Indemnified Parties for such Losses shall be against the Indemnity Escrow Fund in accordance with the terms of this Agreement and the Indemnity Escrow Agreement, (B) none of the Sellers shall have any liability to any Parent Indemnified Party for such Losses, except to the extent of such Seller’s interest in the Indemnity Escrow Fund (it being understood that the Sellers will only be Indemnifying Parties to the extent of such interest and any amount of such Losses that the Parent Indemnified Parties recover from the Indemnity Escrow Fund (based on the amount of the Indemnity Escrow Cash and the value of the Indemnity Escrow Shares so recovered) shall be deemed to have been paid by each Seller to the extent of such Seller’s interest in such Indemnity Escrow Fund) and (C) no Parent Indemnified Party shall have any right, or be entitled, to bring or pursue any claim directly or personally against any Seller or the Representative in respect of such Loss.
(ii) Subject to the other limitations set forth in this Article VII or elsewhere in this Agreement, (A) the aggregate amount of Losses for which the Parent Indemnified Parties are entitled to receive indemnification pursuant to Section 7.1(a)(i) resulting from the Surviving Claims shall not exceed 75% of the full amount of the Merger Consideration actually received by the Sellers, (B) the aggregate amount of Losses payable by each Seller pursuant to Section 7.1(a)(i) resulting from any Surviving Claim shall not exceed the amount of such Losses multiplied by such Seller’s Pro Rata Share, and (C) the aggregate amount of Losses payable by each Seller pursuant to Section 7.1(a)(i) resulting from the Surviving Claims shall not exceed 75% of the full amount of the Merger Consideration actually received by such Seller, less in each case set forth in this Section 7.4(d)(ii) the aggregate amount of Losses previously paid or to be paid by such Seller pursuant to this Article VII.
Aggregate Amount Limitation. Except with respect to Losses arising from the Surviving Matters, the aggregate liability of the Sellers for Losses pursuant to Section 7.1 shall not in any event exceed the Indemnity Escrow Funds and the Purchaser shall have no claim against the Sellers other than for the Indemnity Escrow Funds. With respect to Losses arising from the Surviving Matters, the aggregate liability of the Sellers pursuant to Section 7.1 shall not in any event exceed the Purchase Price.
Aggregate Amount Limitation. The aggregate liability for Losses pursuant to Section 7.1(a) shall not in any event exceed $1,000,000.
Aggregate Amount Limitation. The aggregate liability of the NewCo Shareholders for Losses pursuant to ARTICLE VII shall not in any event exceed $18,750,000 (and no NewCo Shareholder shall be liable for more than its pro rata share of the Losses, based on the same proportions as the total Merger Shares are allocated among them).
