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.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Danam Health, Inc), Membership Interest Purchase Agreement (Danam Health, Inc)
Buyer Cap. Buyer shall not be required to indemnify any Seller Party 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 fifty percent (50%) of the Purchase Price (the “Buyer Cap”); provided that this Section 8.3(c)(ii8.3(c)(i) 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.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Danam Health, Inc)
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..
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Assure Holdings Corp.)
