Buyer Cap. Buyer shall not be required to indemnify any Seller pursuant to, and shall not have any further liability under, Section 8.1(b)(i), once the aggregate amount of all payments made by or on behalf of Buyer in respect of the indemnification obligations under Section 8.1(b)(i), equals the Purchase Price (the “Buyer Cap”); provided that this Section 8.3(c)(ii) shall not apply to any Damages related to any claim based on Fraud, and no such amounts related thereto shall be counted towards the Buyer Cap.
Buyer Cap. Notwithstanding anything to the contrary contained in this Article 11, subject to the limitations set forth in Section 11.3(e)(i), Buyer shall not be liable to any Seller Indemnified Party under Section 11.2(c)(i) in excess of the Purchase Price.
Buyer Cap. Notwithstanding anything to the contrary herein, Buyer shall not be liable for any Losses of Stockholder in excess of the Purchase Price.
Buyer Cap. The aggregate amount of all Losses for which Buyer shall be liable pursuant to: (i) Section 8.3(a) shall not exceed Fifteen Million Dollars ($15,000,000), and (ii) Sections 8.3(b) and/or (c) shall not exceed the Purchase Price; provided that, for purposes of determining satisfaction of the foregoing caps, such amounts are inclusive of all other Losses for which Buyer is liable hereunder or which were previously recovered from Buyer hereunder. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Sections 8.3(a), (b) and (c) shall not exceed the Purchase Price. For the avoidance of doubt, the limitations set forth in the preceding sentences shall not apply to Losses arising pursuant to Sections 8.3(d) or (e), Buyer’s liability for which shall be uncapped.
Buyer Cap. The aggregate amount payable in respect of indemnification by Buyer pursuant to this Agreement shall be limited to the Cap. (f) Notwithstanding anything to the contrary set forth in this Agreement, the foregoing limitations on indemnification under this Section 9.7 shall not apply to claims (i) in the case of indemnification by Seller, based upon Fraud or made under Section 9.2(a)(ix) (irrespective of whether the Loan Losses indemnified thereunder may constitute an Assignment Loss, DBI Loss or Title Loss or otherwise) or (ii) in the case of indemnification by Buyer, based upon Fraud. Section 9.8. Definitions relating to Indemnification for MSR Purchase Agreement Matters. Any capitalized terms used in this Section 9.8 but not defined in this Agreement shall have the meanings ascribed thereto in the MSR Purchase Agreement. For purposes of this Article IX, the following terms have the meanings specified or referred to in this Section 9.8 and shall be equally applicable to both the singular and plural forms: (a) “Assignment Losses” means any Loan Losses incurred as a direct result of an Assignment Timeframe Failure occurring after the Closing Date. (b) “Assignment Timeframe Failure” means, with respect to any HECM Loan that is eligible for assignment to HUD in accordance with applicable FHA Regulations, any inability of Buyer in respect of such HECM Loan to meet after the Closing Date for such HECM Loan any FHA Timeframe in compliance with applicable FHA Regulations to assign such HECM Loan to HUD prior to such HECM Loan’s unpaid principal balance exceeding 100% of the related maximum claim amount, to the extent directly caused by missing or incorrect information or documents, failure to provide information or documents in a timely manner, or failure to service such HECM Loan in accordance with Applicable Requirements prior to the MSR Transfer Date. (c) “Curtailment Event” means, with respect to any HECM Loan, either (i) the failure of Seller or any prior servicer (or other responsible party) in respect of such HECM Loan to meet any one of the applicable requirements set forth in (a) 24 C.F.R. 206.129(d)(2)(iii) and related FHA Regulations in compliance with the Curtailment Event Timeframes, or (b) any other FHA Regulation the violation of which results in a reduction of the amount of eligible mortgage insurance proceeds in respect a claim to FHA pertaining to such HECM Loan, or (ii) as of the Closing Date, the deadline to meet any one of the applicable requir...
Buyer Cap. The aggregate liability of Buyer for Losses under Section 9.2 shall not exceed an amount equal to the Overall Cap.
Buyer Cap. The maximum liability of Buyer and Earthstone, in the aggregate, with respect to Losses under Section 14.3(a) shall be an amount equal to the Holdback Amount; provided, however, that with respect to any Loss arising from or as a result of any (1) action or inaction that constitutes Fraud, (2) breach of or inaccuracy in Buyer’s Fundamental Representations, or (3) the Assumed Liabilities, and notwithstanding anything to the contrary contained in this Agreement, in no event shall Buyer be liable for Losses under Section 14.3(a) in an amount in excess of the Unadjusted Base Purchase Price.
Buyer Cap. The term “Buyer Cap” has the meaning set forth in Section 9.04(b).
