Aggregate Dollar Limitation. Any indemnification to be paid by Sellers and the Selling Shareholders to Buyer pursuant to this ARTICLE VIII shall be limited to an aggregate amount not to exceed the Purchase Price, except with respect to violations or breaches of the representations, warranties, covenants or agreements contained in Sections 3.11, 3.13 and
Aggregate Dollar Limitation. The aggregate dollar amount of all payments Sylvan shall be obligated to make pursuant to this Article IX and Section 8.1(a)(iv) shall not exceed $25,000,000; provided, however, notwithstanding anything to the contrary herein, Sylvan's indemnification obligations with respect to claims by the Purchaser arising out of Sylvan's breach of any representation or warranty contained in Sections 3.1, 3.2 and 3.13 and the second sentence of Section 3.5 shall not exceed the Designated Purchase Price; provided, further, that the limitations set forth in this Section 9.2 shall not apply to Purchaser Losses arising out of, based upon, or relating to, any Purchaser Losses (A) set forth in paragraphs (iii), (iv) or (v) of the definition thereof or (B) that are based upon a failure of the Sellers to make payments provided for in Sections 1.3 and 5.20 hereof.
Aggregate Dollar Limitation. 61 Section 9.3 NOTICE OF CLAIM; DEFENSE.......................................................62 Section 9.4 SURVIVAL OF INDEMNIFICATION CLAIMS; OFFSET.....................................62 Section 9.5
Aggregate Dollar Limitation. The aggregate dollar amount of all payments Sylvan shall be obligated to make pursuant to this Article IX and Section 8.1(a)(iv) shall not exceed $25,000,000; PROVIDED, HOWEVER, notwithstanding anything to the contrary herein, Sylvan's indemnification obligations with respect to claims by the Purchaser arising out of Sylvan's breach of any representation or warranty contained in Sections 3.1, 3.2 and 3.13 and the second sentence of Section 3.5 shall not exceed the Designated Purchase Price; provided, FURTHER, that the limitations set forth in this Section 9.2 shall not apply to Purchaser Losses arising out of, based upon, or relating to, any Purchaser Losses (A) set forth in paragraphs (iii), (iv) or (v) of the definition thereof or
Aggregate Dollar Limitation. Such acquisition may not cause the aggregate consideration paid by all Covered Persons for acquisitions (other than the acquisition by German Borrower, Assembly Technology & Test, Inc. and Assembly Technology & Test, Limited of the assets of the Lucas Assemblx xxd Test Business and certain assets related thereto of Lucas Industrixx xxc and Lucas Xutomation & Control Engineering, Inc. and their Affiliates) during such fiscal year to exceed $75,000,000.
Aggregate Dollar Limitation. The aggregate dollar amount of all payments the Sellers shall be obligated to make pursuant to this Article X shall not exceed the amount of the Purchase Price; provided, however, notwithstanding anything to the contrary herein, the Sellers' indemnification obligations with respect to Tax matters and ERISA matters shall be unlimited as to dollar amount. In addition, Buyer and the Buyer Indemnified Persons shall not be entitled to indemnification under this Article X unless and until the aggregate of all claims made by Buyer for indemnity pursuant to this Article X exceed the sum of $50,000; PROVIDED, HOWEVER that if at anytime the $50,000 threshold is satisfied, Buyer and the Buyer Indemnified Persons shall be entitled to indemnification for the full amount of such Losses, not just the amount in excess of $50,000. The aggregate dollar amount of all payments Buyer shall be obligated to make pursuant to this Article X shall not exceed $1 million. ARBITRATION
Aggregate Dollar Limitation. 61 Section 9.3 Notice of Claim; Defense.......................................................62 Section 9.4 Survival of Indemnification Claims; Offset.....................................62 Section 9.5
Aggregate Dollar Limitation. Any indemnification to be paid by Seller to Buyer pursuant to this ARTICLE VIII shall be limited to an aggregate amount not to exceed the Escrowed Shares, except with respect to violations or breaches of the representations, warranties, covenants or agreements contained in Sections 2.8, 2.9, 3.1, 3.2, 3.3, 3.23, 3.30, 5.2, 5.6, 5.10, 5.11, and 8.1(b), for which Seller’s aggregate maximum liability (including with respect to payments made for Indemnifiable Claims brought under any other provision hereof) shall be equal to the aggregate Purchase Price actually received by Seller.
Aggregate Dollar Limitation. 29 ARTICLE VII ARBITRATION
Aggregate Dollar Limitation. (a) The aggregate dollar amount of all payments Sellers shall be obligated to make pursuant to this Article VI shall not exceed $7,000,000 (US); provided, however, notwithstanding anything to the contrary herein, Sellers' indemnification obligations with respect to the following matters shall be unlimited as to dollar amount: (i) any Tax Matters and those matters set forth on Schedule 6.1, (ii) the failure of any Seller or the Company to perform or observe fully any covenant or agreement to be performed or observed by it pursuant to Article IV of this Agreement, (iii) any failure to have obtained all Permits and Approvals required in
