Aggregate Limitation on Seller’s Liability Sample Clauses

Aggregate Limitation on Seller’s Liability. Except for the Retained Liabilities set forth in Section 18(a) and Section 18(b) and Seller’s Fundamental Representations, which are excluded from this limitation, in no event shall Seller ever be required to indemnify the Buyer Parties for Claims or Damages under Section 18, or to pay any other amount in connection with or with respect to the transactions contemplated by this Agreement, in any amount exceeding, in the aggregate, ten percent (10%) of the Base Purchase Price.
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Aggregate Limitation on Seller’s Liability. In addition to the limitation in Sections 18(d) and (e) above, in no event shall Seller ever be required to indemnify the Buyer Parties for Claims under Section 18(a), other than Claims for breaches by Seller of its representations in Sections 6(e), (f) and (j), or to pay any other amount in connection with or with respect to the transactions contemplated by this Agreement in any amount exceeding, in the aggregate, fifteen percent (15%) of the Base Purchase Price (the “Cap”); provided that with respect to Claims for breaches by Seller of its representations in Section 6(n), the Cap shall be twenty-five percent (25%).

Related to Aggregate Limitation on Seller’s Liability

  • Limitation on Liability The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.

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