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 6.1 shall not in any event exceed 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:
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 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. 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. Except with respect to claims for breaches of representations or warranties contained in Sections 4.1, 4.2, 4.3, 4.18 and 4.25 (as to which the aggregate amount of all Claims actually paid by an Indemnifying Party shall not exceed the Purchase Price), the aggregate amount of all Claims actually paid by an Indemnifying Party under this Article 10 for breaches of representations and/or warranties and breaches of a covenant shall not exceed ten percent (10%) of the Cash Purchase Price.
Aggregate Amount Limitation. The aggregate liability for Losses pursuant to Section 10.1(a)(i) (other than, with respect to any such Seller, in respect of any Seller Specified Representations of such Seller) and pursuant to Section 10.1(b)(i) collectively shall not exceed the Escrow Amount, and Purchaser shall have no claim against the Sellers other than for cash and Purchaser Common Stock, in each case in the Escrow Account (other than, with respect to any such Seller, in respect of any Seller Specified Representations of such Seller). With respect to all Losses, other than Losses in respect of Seller Specified Representations, Purchaser must seek recovery only from the Escrow Account. The aggregate liability for Losses pursuant to Section 10.2(a)(i) (other than in respect of any Purchaser Specified Representations) shall not exceed $7.2 million (the “Purchaser Limit”). Purchaser shall have the right to either seek recovery directly against the appropriate Seller Indemnitor or, subject to Section 10.4(g), the Escrow Account in connection with Losses in respect of Seller Specified Representations.
Aggregate Amount Limitation. The aggregate liability for Losses pursuant to Section 6.1(a) shall not in any event exceed the product of (i) the total number of shares listed on the Schedule of RSU Indemnitors set forth on Schedule 5, multiplied by (ii) $0.925.
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.
