Applicability of Liability Cap. The limitation set forth in Section 9.3(c) shall not apply (and shall not limit the indemnification or other obligations of any Effective Time Holder) in the event of Fraudulent breach of a representation or warranty herein by or on behalf of the Company or to breaches of Fundamental Representations (the “Fundamental Matters”). Subject to Section 10.3, the total amount of indemnification payments that each Effective Time Holder can be required to make to the Indemnitees with respect to such Fundamental Matters and all other Indemnifiable Matters (inclusive of the amount that was withheld as part of the Escrow Amount and the Expense Amount from such Effective Time Holder’s Merger Consideration) shall be limited to the aggregate Merger Consideration such Effective Time Holder was entitled to receive pursuant to Sections 1.5 and 1.6(a).
Applicability of Liability Cap. (i) The limitations set forth in Section 5.3(c) shall not apply: (A) in the case of intentional misrepresentation or fraud; (B) to inaccuracies in or breaches of any of the Specified Representations; (C) to the matters referred to in Sections 5.2(a)(ii), 5.2(a)(iii) and 5.2(a)(iv); or (D) to the matters referred to in Section 5.2(a)(v) (to the extent related to any of the matters referred to in clauses “(A)” through “(C)” of this sentence).
(ii) Except in the case of intentional misrepresentation or fraud, the total amount of indemnification payments that the Sellers can be required to make to Purchaser pursuant to Section 5.2 shall be limited to:
(A) with respect to: (1) inaccuracies in or breaches of the representations and warranties contained in Section 2; and (2) any breach by any Seller of any covenant or obligation contained in this Agreement, the amounts described in clause “(ii)(A)” of Schedule 5.3(d)(ii)(A);
(B) with respect to inaccuracies in or breaches of the Specified Representations (other than the representations and warranties contained in Section 2) and with respect to claims under the Tax Covenant, the amounts described in clause “(ii)(B)” of Schedule 5.3(d)(ii)(B); and
(C) with respect to the matters referred to in Section 5.2(a)(iv), the amounts described in clause “(ii)(C)” of Schedule 5.3(d)(ii)(C).
Applicability of Liability Cap. The limitation set forth in Section 9.3(c) shall not apply to (and shall not limit the indemnification or other obligations of any Indemnitor for or with respect to): (i) inaccuracies in or breaches of any of the Specified Representations, IP Representations or any of the Tax Representations; (ii) the matters referred to in Section 9.2(a)(iii) through 9.2(a)(xi) (inclusive); (iii) the matters referred to in Section 9.2(a)(x) (to the extent related to any of the matters referred to in clauses “(i)” or “(ii)” of this sentence); or (iv) in the case of any Fraud, intentional misrepresentation or willful misconduct. Subject to Section 10.3, the total amount of indemnification payments that each Indemnitor that did not commit Fraud, intentional misrepresentation or willful misconduct shall be required to make to the Indemnitees: (A) pursuant to Sections 9.2(a)(i), 9.2(a)(ii) and Section 9.2(a)(x)(A) in respect of any IP Representation shall be limited to 35% of the total consideration paid or payable to such Indemnitor pursuant to this Agreement or any Note Surrender Agreement (including any portion thereof attributed to the Holdbacks and any Taxes deducted or withheld therefrom); and (B) except as otherwise provided in this sentence, pursuant to Section 9.2(a) shall be limited to the total consideration paid or payable to such Indemnitor pursuant to this Agreement or any Note Surrender Agreement (including any portion thereof attributed to the Holdbacks and any Taxes deducted or withheld therefrom) (in each case, with each share of Initial Stock Consideration issued to such Indemnitor being valued at the Parent Trading Price, and each share of Earnout Stock Consideration issued to such Indemnitor being valued at the Earnout Parent Trading Price).
Applicability of Liability Cap. The limitations set forth in Section 10.3(c) shall not apply in the case of intentional misrepresentation or fraud.
Applicability of Liability Cap. The limitations set forth in Section 9.3(d) shall not apply (and shall not limit the indemnification or other obligations of any Non-Dissenting Equityholders, subject to the limitations contained in Sections 9.1 and 9.3 of this Agreement): (i) to inaccuracies in or breaches of any of the Specified Representations or (ii) to the matters referred to in Section 9.2(a)(ii) and Sections 9.2(a)(iv) through and including 9.2(a)(ix), inclusive; provided, however, that, for the avoidance of doubt, any Damages resulting from any of the matters referred to in clauses “(i)” and “(ii)” of this sentence shall nevertheless count toward the Cap.
Applicability of Liability Cap. The limitations set forth in Section 4.3(c)(i) shall not apply: (i) in the case of Fraud; or (ii) to inaccuracies in or breaches of any of the Specified Representations. Except in the case of Fraud committed by such Indemnitor, the total amount of indemnification payments that any of the Indemnitors can be required to make to the Indemnitees pursuant to Section 4.2 shall be limited to the portion of the Merger Consideration received by such Indemnitor.
Applicability of Liability Cap. The limitations set forth in Section 9.3(c) shall not apply: (i) in the case of intentional misrepresentation or fraud; (ii) to inaccuracies in or breaches of any of the Specified Representations; (iii) to the matters referred to in Sections 9.2(a)(iii), 9.2(a)(iv) and 9.2(a)(v); or (iv) to the matters referred to in Section 9.2(a)(vi) (to the extent related to any of the matters referred to in clauses “(i)” through “(iii)” of this sentence). Except in the case of intentional misrepresentation or fraud, the total amount of indemnification payments that each Indemnitor can be required to make to the Indemnitees pursuant to Section 9.2 shall be limited to the Merger Consideration received by such Indemnitor.
Applicability of Liability Cap. The limitation set forth in Section 9.3(c) shall not apply (and shall not limit the indemnification or other obligations of any Effective Time Holder) in the event of willful misconduct, intentional misrepresentation or fraud (whether on the part of such Effective Time Holder, any other Effective Time Holder, any Acquired Company or any Representative of any Acquired Company) provided that an Effective Time Holder shall not be liable for the willful misconduct, intentional misrepresentation or fraud of any other Effective Time Holder in excess of such Effective Time Holder’s Pro Rata Share of the Escrow Amount, or to breaches of Fundamental Representations. Subject to Section 10.3, the total amount of indemnification payments that each Effective Time Holder that was not directly or indirectly involved in any willful misconduct, intentional misrepresentation or fraud can be required to make to the Indemnitees pursuant to Section 9.2 shall be such Effective Time Holder’s Pro Rata Share of the Escrow Amount, and the total amount of indemnification payments that each Effective Time Holder can be required to make to the Indemnitees pursuant to Section 9.2 as a result of breaches of Fundamental Representations shall be limited to the aggregate Merger Consideration such Effective Time Holder was entitled to receive pursuant to Sections 1.5 and 1.6.
Applicability of Liability Cap. The limitation set forth in Section 11.02(d) shall not apply: (1) in the case of intentional misrepresentation or fraud; (2) to inaccuracies in or breaches of any of the Specified Representations. The total amount of indemnification payments that the Participating Rights Holders may be required to make to the Purchaser Indemnitees pursuant to Section 11.02(a) shall be limited, with respect to each Participating Rights Holder, to the amount of cash and the total number of Consideration Shares received, if any, by the Participating Rights Holder pursuant to the terms of this Agreement with a stipulated share price equal to the Average SD Share Price per each Consideration Share issued hereunder.
Applicability of Liability Cap. Subject to the additional limitation in Section 10.3(b), (i) the total amount of indemnification payments that a Seller Indemnifying Party can be required to make to the Buyer Indemnified Parties pursuant to Section 10.2 shall be limited to 50% of the total portion of the Aggregate Purchase Price actually received by such Seller Indemnifying Party, and (ii) the total amount of indemnification payments that a Seller Indemnifying Party can be required to make to the Buyer Indemnified Parties pursuant to Section
