Aggregate Amount Limitations Clause Samples

Aggregate Amount Limitations. Notwithstanding any provision of this Article 6 to the contrary, the aggregate amount of the indemnification obligations of the Shareholders pursuant to Section 6.1 of this Article 6 for the inaccuracy or breach of any representations or warranties contained in or made pursuant to this Agreement shall not exceed for the purposes of these indemnification provisions ten percent (10%) of the value of the consideration received by the Shareholders hereunder, and (ii) the aggregate amount of the indemnification obligations of ABR for the inaccuracy or breach of any representations or warranties contained in or made pursuant to this Agreement shall not exceed for the purposes of these indemnification provisions ten percent (10%) of the value of the consideration received by ABR hereunder.

Aggregate Amount Limitations. The aggregate liability of Company Indemnitors for Losses pursuant to Section 7.1(a) shall not in any event exceed the Indemnity Escrow Shares and a Parent Indemnitee shall have no claim against a Company Indemnitor other than for any of such Indemnity Escrow Shares (and any proceeds of such shares or distributions with respect to such shares). The aggregate liability of Parent Indemnitors for Losses pursuant to Section 7.1(b) shall not in any event exceed a number of newly issued shares of Holdco Common Stock equal to the number of Indemnity Escrow Shares and a Company Indemnitee shall have no claim against a Parent Indemnitor other than for newly issued shares of Holdco Common Stock up to such maximum number.

Aggregate Amount Limitations. The aggregate liability for Losses pursuant to Section 7.1 shall not in any event exceed the securities and cash held in the Escrow Account, and no Person shall have any claim against the Shareholders and Optionholders other than for any of such securities or cash held in the Escrow Account.

Aggregate Amount Limitations. The aggregate liability for Losses pursuant to Section 7.1 shall not in any event exceed the Escrow Shares in the case of Basic Indemnity Claims or the T/E Indemnity Shares in the case of Tax Indemnity Claims or Environmental Indemnity Claims and Parent shall have no claim against the Company’s stockholders other than for any of such Escrow Shares (and any proceeds of the shares or distributions with respect to the Escrow Shares). The aggregate liability for Losses arising out of claims relating to Other Indemnifiable Matters shall not in any event exceed $1,000,000.

Aggregate Amount Limitations. Subject to Section 8.05, the aggregate liability for Losses pursuant to Section 8.01(a)(i) shall not in any event exceed the Escrow Shares, and the Surviving Corporation shall have no claim against the Company Equity Holders other than for any of such Escrow Shares (and any dividends declared and actually paid with respect to the Escrow Shares).

Aggregate Amount Limitations. Subject to the other provisions of this Article 9, no Person shall have any liability for Losses under Section 9.1 or Section 9.3 to the extent that the aggregate amount of all Losses for which such Person would otherwise be required to provide indemnification thereunder exceeds such Person’s applicable Indemnification Pro Rata Percentage of such Losses. Without limiting the generality of the foregoing, in no event shall any Company Securityholder have any liability for Losses under this Article 9 which, in the aggregate, exceed the portion of the Final Purchase Price actually received by such Company Securityholder pursuant to the Closing Consideration Allocation Certificate (including amounts withheld from such Company Securityholder’s payment for payroll Taxes (including income tax withholding) that would be reasonably expected to be refunded to such Company Securityholder upon the filing of an appropriate amended Tax Return accounting for the reduction to the Final Purchase Price as a result of such Losses).