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).
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. The limitations set forth in Section 10.3(c) shall not apply: (i) in the case of fraud; (ii) to inaccuracies in or breaches of any of the Specified Representations; (iii) to the matters referred to in Section 10.2(a)(iii); or (iv) to inaccuracies in or breaches of any of the representations and warranties set forth in Section 3.9; provided, however, that the aggregate amount of Damages that Parent can recover as a result of inaccuracies in or breaches of any of the representations and warranties set forth in Section 3.9 shall not exceed $10,000,000 and any claim for indemnification by Parent as a result of inaccuracies in or breaches of any of the representations and warranties set forth in Section 3.9 shall be solely and exclusively satisfied with the then remaining Escrow Amount in the Escrow Fund and, only after the there is no Escrow Amount remaining in the Escrow Fund, the reduction of the amounts, if any, payable by Parent under Section 2.5(d); in no event shall Parent have the right to collect any payment or other consideration from any Securityholder in respect of Damages as a result of inaccuracies in or breaches of any of the representations and warranties set forth in Section 3.9 or otherwise exercise any other right or remedy against any Securityholder under this Agreement, any certificate or document executed and delivered pursuant to this Agreement, applicable law or otherwise in respect of such Damages. With respect to Damages incurred by the Parent as a result of (A) fraud, (B) inaccuracies in or breaches of any the Specified Representations or (C) the matters referred to in Section 10.2(a)(iii), the Parent shall seek to recover amounts in respect of any claim for such Damages from the Escrow Fund prior to seeking to recover amounts in respect of such claim for Damages directly from any Securityholder according to such Securityholder’s Fully Diluted Percentage of such Damages up to the amount actually received by such Securityholder under Section 2.6 and/or Section 2.7. Notwithstanding any other provision set forth herein, the maximum aggregate amount that Parent may recover from any Securityholder shall be limited to that portion of the Aggregate Merger Consideration actually received by such Securityholder under Section 2.6 and/or Section 2.7.
Applicability of Liability Cap. The limitations set forth in Section 9.3(c) shall not apply in the case of intentional misrepresentation or fraud.
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 10.2 shall be limited to 100% of the total portion of the Aggregate Purchase Price actually received by such Seller Indemnifying Party.
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. The limitations set forth in Section 9.3(c) shall not apply: (i) in the case of Fraud; (ii) to inaccuracies in or breaches of any of the Specified Representations; provided, however, that recourse by the Indemnitees to a maximum amount of $2,200,000 shall be the Indemnitees’ sole and exclusive remedy for Damages resulting from inaccuracies in or breaches of any representations and warranties set forth in Section 2.10; or (iii) to the matters referred to in Sections 9.2(a)(ii), 9.2(a)(iii), 9.2(a)(iv) 9.2(a)(v), 9.2(a)(vi), 9.2(a)(vii) and 9.2(a)(viii). The total amount of indemnification payments that an Indemnitors can be required to make to the Indemnitees pursuant to this Agreement, including Section 9.2, shall be limited to the Merger Consideration received by such Indemnitor, except with respect to Fraud committed by such Indemnitor. Notwithstanding anything to the contrary herein, nothing herein shall limit the liability of the Indemnitors pursuant to agreements executed by each such Indemnitor, including the Indemnitors’ representations in the Joinder Agreements (which with respect to the Joinder Agreement shall be limited to the Merger Consideration received by such Indemnitor, except with respect to Fraud committed by such Indemnitor).
Applicability of Liability Cap. (i) Except in the case of Indemnifiable Contractor Matters, Indemnifiable Company Debt and intentional or willful misrepresentation or fraud, the total amount of indemnification payments that the Key Holder can be required to make to the Parent Indemnitees pursuant to this Agreement hereunder shall not exceed in the aggregate the Holdback Shares Closing Value.
Applicability of Liability Cap. The limitations set forth in Section 9.3(c) shall not apply (and shall not limit the indemnification or other obligations of any Indemnitor for or with respect to): (i) in the event of any Fraud against a Participating Securityholder who committed or participated in such Fraud; (ii) to inaccuracies in or breaches of any of the Specified Representations or (iii) to the matters referred to in Sections 9.2(a)(iii) through 9.2(a)(x); Subject to Section 9.8, the total amount of indemnification payments that each Participating Securityholder that did not commit or participate in such Fraud shall be required to make to the Indemnitees pursuant to Section 9.2 shall be limited to such Indemnitor’s Pro Rata Share of the aggregate portion of the Merger Consideration actually received by such Indemnitor (it being understood that: (x) for purposes of this Section 9.3(d), the amount that such Indemnitor contributed to the Expense Fund and such Indemnitor’s Pro Rata Share of the Indemnity Holdback Shares and the Milestone Payment (to the extent it becomes due and payable by Parent in accordance with Section 1.7) shall be deemed Merger Consideration only to the extent that such amounts are actually paid to and received by such Indemnitor in accordance with this Agreement; and (y) there shall be no limitation on the liability of any Participating Securityholder that committed or participated in Fraud). In no event will any duplicative recovery be allowed.
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.
