Aggregate Cap. Notwithstanding anything to the contrary contained in this Agreement, the aggregate total amount in respect of which the Seller will be liable to indemnify and hold harmless the Purchaser Indemnified Parties pursuant to this Agreement, including pursuant to Article 8, Article 9 and Article 11, will not exceed an amount equal to the Purchaser Deemed Entity Value.
Aggregate Cap. The maximum aggregate principal amount of Debentures Purchaser is obligated to purchase under this Agreement is $10,000,000 (the “Aggregate Cap”). Purchaser shall have no obligation to purchase any Debentures in excess of the Aggregate Cap.
Aggregate Cap. Except as set forth in Section 8.6 (Exceptions), the total aggregate liability of either Party to the other Party arising out of this Agreement shall be limited to the [***]. Such liability cap amount does not alter each Party’s insurance obligations under Section 6.5 (Insurance). [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Aggregate Cap. Except where arising from breach of Article 14 or gross negligence or willful misconduct, the total aggregate liability of either Party to this Agreement arising out of the Services performed hereunder shall be [*]. Except as specifically stated in this Agreement, Company shall not be liable for Client-supplied materials. Such liability cap amount does not alter each Party’s insurance obligations under Article 9 (Insurance).
Aggregate Cap. The maximum amount of Indemnifiable Damages that the Indemnified Parties may recover under this Article IX for (i) the matters listed in Sections 9.1(a)(ii) through Section 9.1(a)(vi), and any breach of the Company Fundamental Representations (the matters in this clause (i), “Company Fundamental Claims”) or (ii) the matters listed in Section 9.1(b)(ii) and Section 9.1(b)(iii), and any breach of the Shareholder Fundamental Representations (the matters listed in this clause (ii), the “Shareholder Fundamental Claims”) shall be the Total Consideration that the Indemnifying Parties are entitled to receive under this Agreement (the “Aggregate Cap”), it being understood that (A) the Liability of each Indemnifying Party for the Company Fundamental Claims shall be several, and not joint, and limited to the portion of the Total Consideration actually received by such Indemnifying Party, (B) the Liability of each Indemnifying Party for the Shareholder Fundamental Claims shall be (x) limited to breaches of its own Shareholder Representations, breaches of its own covenants, agreements or obligations in this Agreement, or Taxes arising in connection with its own Company Management Shares, and (y) limited to the portion of the Total Consideration actually received by such Indemnifying Party, and (C) notwithstanding anything to the contrary in this Agreement, the maximum amount of Indemnifiable Damages that the Indemnified Parties may recover under this Article IX from the VSOP Holders and Promised Company Optionholders shall be limited to the Pro Rata Share of the Indemnity Holdback Amount, as adjusted pursuant to Section 1.4(h)(ii), of such VSOP Holder or Promised Company Optionholder solely in respect of their VSOPs or Promised Company Options, as the case may be.
Aggregate Cap. WITHOUT LIMITATION OF SECTION 11.4 (OTHER THAN LIMITATION OF THE EXCEPTION SET FORTH IN THE FIRST SENTENCE THEREOF), AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, INCLUDING SECTION 2.2.7, OR ANY OTHER AGREEMENT, EACH PARTY ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE OTHER PARTY OR ANY PERSON AFFILIATED WITH THE OTHER PARTY FOR ANY CLAIMS, LOSSES OR DAMAGES, FOR ANY CAUSE WHATSOEVER, ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, THIS AGREEMENT, THE LICENSE-BACK AGREEMENT BY AND BETWEEN INSTINET AND SUBSCRIBER DATED AS THE DATE HEREOF OR THE ASSET PURCHASE AGREEMENT, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), PURSUANT TO ANY INDEMNIFICATION PROVISIONS HEREOF OR THEREOF OR OTHERWISE, EXCEED IN THE AGGREGATE $7,750,000, EXCEPT AS PROVIDED IN THE LAST SENTENCE OF SECTION 8.4(b) OF THE LICENSE AGREEMENT AND THE LAST SENTENCE OF THIS SECTION 11.5. THE FOREGOING LIMITATION OF LIABILITY IS COMPLETE AND EXCLUSIVE, SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIMS, LOSSES OR DAMAGES, AND SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OR FAILURE OF ESSENTIAL PURPOSE OF ANY OTHER REMEDIES POSSESSED BY SUCH PARTY OR ANY OTHER PERSON. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 11.5 SHALL NOT APPLY WITH RESPECT TO (i) ANY AMOUNTS PAYABLE BY A PARTY INDEMNIFIED UNDER SECTION 8.1 TO A CO-LOCATION CUSTOMER OF INSTINET OR ITS AFFILIATES AS A RESULT OF A CLAIM BROUGHT BY SUCH CO-LOCATION CUSTOMER AGAINST SUCH INDEMNIFIED PARTY AND FOR WHICH SUBSCRIBER IS REQUIRED TO INDEMNIFY SUCH INDEMNIFIED PARTY UNDER SECTION 8.1, AND (ii) THE REASONABLE ATTORNEYS’ FEES INCURRED BY SUCH INDEMNIFIED PARTIES IN ACCORDANCE WITH SECTION 8.1 IN CONNECTION WITH SUCH CLAIM.
Aggregate Cap. The sum of (i) the aggregate amount of the Title Defect Values as to all Title Defects validly claimed by Purchaser and uncured by Seller as (x) agreed to by the Parties, (y) finally determined pursuant to Section 7.5 or (z) with respect to Title Defects with respect to which the existence of, or Title Defect Value with respect to, such Title Defect has not been agreed upon by the Parties or finally resolved pursuant to Section 7.5, the Title Defect Value with respect to such Title Defect claimed by Purchaser in the applicable Notice of Defective Interests (pending resolution pursuant to Section 7.5 at which point the Title Defect Value determined pursuant to such resolution shall be used instead for purposes of this Section 8.1(d)), plus (ii) the aggregate amount of the Environmental Defect Values as to all Environmental Defects validly claimed by Purchaser and uncured by Seller as (x) agreed to by the Parties, (y) finally determined pursuant to Section 7.5 or (z) with respect to Environmental Defects with respect to which the existence of, or Environmental Defect Value with respect to, such Environmental Defect has not been agreed upon by the Parties or finally resolved pursuant to Section 7.5, the Environmental Defect Value claimed by Purchaser in the applicable notice sent from Purchaser to Seller pursuant to Section 7.2(c)(i) (pending resolution pursuant to Section 7.5 at which point the Environmental Defect Value determined pursuant to such resolution shall be used instead for purposes of this Section 8.1(d)), plus (iii) the aggregate amount of all Casualty Values with respect to Casualty Losses, shall be less than 15% of the Unadjusted Purchase Price.
Aggregate Cap. Aveanna shall fund payment of all Approved Claims for Out-Of-Pocket Losses reimbursement under ¶ 2.1.1 and for Time Losses reimbursement under ¶ 2.1.2(a) and/or ¶ 2.1.2(b) and payment for the cost of all Approved Claims for the Identity Theft Protection Service under ¶ 2.1.4, provided however that Aveanna’s total liability for funding such payments shall in no event exceed $800,000 (the “Aggregate Cap”). In the event the sum of the aggregate amount fundable for payment of Approved Claims for Out-Of-Pocket Losses reimbursement under ¶ 2.1.1 and for Time Losses reimbursement under ¶ 2.1.2(a) and/or ¶ 2.1.2(b), plus the aggregate amount fundable for payment for the cost of all Approved Claims for the Identity Theft Protection Service under ¶ 2.1.4, would but for the Aggregate Cap equal an amount that exceeds the Aggregate Cap, the amount of each Approved Claim for Out-Of-Pocket Losses reimbursement under ¶ 2.1.1 and for Time Loss reimbursement under ¶ 2.1.2(a) and/or ¶ 2.1.2(b), and the number of months of the Identity Theft Protection Service to be provided as to each Approved Claim for the Identity Theft Protection Service under ¶ 2.1.4, shall be reduced so as to achieve pro rata reductions in the amounts that would but for the Aggregate Cap be fundable under each of ¶¶ 2.1.1, 2.1.2, and 2.1.4, which pro rata reductions shall result in the Aveanna Payment equaling and in no event exceeding the Aggregate Cap.1
Aggregate Cap. There is no aggregate cap applicable to the Expense Reimbursements described in section 2.1 or the Identity Theft and Credit Monitoring described in
Aggregate Cap. Notwithstanding Sections 9.02 and 9.03 and except with respect to any Unrestricted Claim, (x) the aggregate indemnification liability of the Seller or the Buyer (as the case may be) under this Article IX (including, with respect to the Seller, in connection with a Wuhan Crown Breach and any claims in respect of the Ukraine Matter) shall in no event exceed $16,000,000, (y) the aggregate indemnification liability of the Seller under Section 9.02(a) with respect to a Wuhan Crown Breach shall in no event exceed the Wuhan Crown Breach Cap, and (z) the aggregate indemnification liability of the Seller under Section 9.02(d) with respect to the Ukraine Matter shall in no event exceed the Ukraine Matter Cap.
