Cap on Indemnification. The amount of any payment by the Indemnifying Party to the Indemnified Parties under this Article VII in respect of Losses resulting from or arising out of any indemnification claim made pursuant to Section 7.1 shall in no event exceed the aggregate purchase price paid to the Company in consideration of the Purchased Shares.
Cap on Indemnification. The liability of each of the Stockholders with respect to losses arising out of any of the matters in this Agreement shall not exceed (a) 100% of the Purchaser's shares of Common Stock issued to such Stockholder pursuant to Section 2.1.1, or (b) USD 4,500,000 with respect to VH and Xxxxxx and USD 1,500,000 with respect to AMS and Hougaard, whichever the lower. The Stockholders are jointly and severally liable up till the aforementioned pro rata liability. As of June 30, 2001, the liability shall be reduced to 50% of the shares or amounts mentioned. The Stockholders shall have the option as to whether to satisfy its indemnification obligations in cash, in shares of Purchaser's Common Stock, or in a combination thereof, and each share of Purchaser's Common Stock shall be valued at its then-current value.
Cap on Indemnification. (i) The Seller’s Liabilities:
(1) The Seller’s aggregate Liability under Section 10.1(a) will not exceed $[***] (the “Cap”). Notwithstanding the foregoing, the limitation set forth in this Section 10.5(b)(i)(1) shall not apply with respect to the Seller Fundamental Representations.
(2) The Seller’s aggregate Liability under Section 10.1(a) through Section 10.1(f) (inclusive) shall not exceed the Cash Purchase Price actually received by the Seller.
(3) Notwithstanding the foregoing, the limitations set forth in this Section 10.5(b)(i) shall not apply with respect to Fraud by or on behalf of the Seller.
(ii) The Buyer’s Liabilities:
(1) The Buyer’s aggregate Liability under Section 10.2(a) will not exceed the Cap. Notwithstanding the foregoing, the limitations set forth in this Section 10.5(b)(ii)(1) shall not apply with respect to the Buyer Fundamental Representations.
(2) The Buyer’s aggregate Liability under Section 10.2(a) through Section 10.2(b) (inclusive) shall not exceed the Cash Purchase Price actually received by the Seller.
(3) Notwithstanding the foregoing, the limitations set forth in this Section 10.5(b)(ii) shall not apply with respect to Fraud by or on behalf of the Buyer or any failure by the Buyer to pay the Purchase Price in full.
Cap on Indemnification. The aggregate amount to be paid by the Seller for Losses under this Article VII other than as set forth in Section 7.2(c) shall not exceed the Escrow Amount (the “Cap”); provided, however, that the Cap shall not apply to any Losses based upon, resulting from or arising out of, or directly or indirectly related to any claims for indemnification involving any breach of those representations and warranties contained in the Special Representations, any Losses provided for in Section 7.2(a)(ii), (iii), (iv) or fraud. The aggregate amount to be paid by the Seller for Losses made under Section 7.3(a) with respect to any breach of those representations and warranties contained in the Special Representations and Losses provided for in Section 7.2(a)(ii), (iii) and (iv) shall not exceed the Purchase Price. The aggregate amount to be paid by the Seller for claims involving fraud by the Seller Parties shall not be capped. For the sake of clarity, the aggregate amount of all Losses for which the Seller Parties shall be liable pursuant to this Article VII (other than Losses related to fraud) shall not exceed the Purchase Price.
Cap on Indemnification. (i) Except as set forth herein, no Parent Indemnitee shall be entitled to indemnification for any Losses arising under Section 8.2(a)(i), Section 8.2(a)(v) or Section 8.2(a)(vi) to the extent that the aggregate amount of all Losses paid to Parent Indemnitees under Section 8.2(a)(i), Section 8.2(a)(v) or Section 8.2(a)(vi) exceeds the Indemnity Escrow Amount (the “Cap”).
(ii) The Cap shall not apply to any claims for fraud or intentional misrepresentation.
(iii) The Cap shall not apply to any claims for breaches of or inaccuracies in the representations in Sections 3.1, 3.2, 3.3, 3.4 or 3.14, provided, however, that no Parent Indemnitee shall be entitled to indemnification for any Losses arising under Sections 3.1, 3.2, 3.3, or 3.4 to the extent that the aggregate amount of all Losses paid to Parent Indemnitees, under Section 8.2(a)(i) exceeds the total Merger Consideration actually paid to the Equityholders hereunder; provided, further, that no Parent Indemnitee shall be entitled to indemnification under this Article VIII for Losses arising under Section 3.14 and under Sections 5.13(a)(i), (ii) and (iii) to the extent that the aggregate amount of all Losses paid to Parent Indemnitees under Section 8.2(a)(i) and Sections 5.13(a)(i), (ii) and (iii) exceeds $100 million.
(iv) Subject to Section 8.2(d)(i) and Section 8.2(d)(ii), in the event that a Parent Indemnitee seeks indemnification for Losses against any Equityholder outside of the escrow in accordance with Section 5.13 or Article VIII, each Equityholder’s aggregate liability with respect to such Loss shall not exceed an amount equal to its pro-rata portion of such Loss, based on the percentage of cash consideration such Equityholder received with respect to its shares of Common Stock, of Preferred Stock, Options and Warrants in relation to the total amount of cash consideration paid with respect to all of the shares of Common Stock, Preferred Stock, Options and Warrants, in each case pursuant to Section 2.8 (such percentage, the “Pro-Rata Portion”). Subject to Section 8.2(d)(i) and (ii), notwithstanding anything to the contrary, the liability of each Equityholder for indemnification under this Article VIII and under Sections 5.13(a)(i),
Cap on Indemnification. (i) The Securityholders’ aggregate liability for claims for Damages made under Section 8.2 shall be limited to *** (the “Cap”); provided, however, that the Cap shall not apply to claims (A) for indemnification involving fraud or willful misconduct of the Target or Securityholders’ Agent, or (B) related to breach of a Fundamental Representation made by the Target or arising out of Section 8.2(b)(ii), (iii), (iv), (v) or (vi); provided, further, that Damages resulting from claims described in subsections (A) and (B) shall not exceed an amount equal to the aggregate Merger Consideration actually received by the Securityholders. To the extent an Acquiror Indemnified Person is entitled to Damages in an amount equal to or less than the Cap pursuant to this Section 8.2(f), each Securityholder’s indemnification obligation shall be determined based on such Securityholder’s Applicable Portion of the Escrow Shares as set forth in the Closing Payment Schedule. To the extent an Acquiror Indemnified Person is entitled to Damages in excess of the Cap pursuant to this Section 8.2(f), each Securityholder’s indemnification obligation shall be determined based on such Securityholder’s Pro Rata Portion, based on the amount of Merger Consideration actually received by such Securityholder, as set forth in the Closing Payment Schedule. Notwithstanding the foregoing, in no event shall the aggregate liability of any Securityholder for any and all Damages under this Section 8 exceed an amount equal to the portion of the Merger Consideration actually received by such Securityholder under this Agreement, with any Stock *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Merger Consideration that such Securityholder actually received, if any, being valued at the Deemed Value; provided, however, that with respect to the Escrow Shares (i) during the time that such shares are held in escrow pursuant to this Agreement and the Escrow Agreement, such shares shall be valued *** for purposes of satisfying claims by Acquiror Indemnified Parties and, (ii) after release of the Escrow Shares to Securityholders in accordance with this Agreement and the Escrow Agreement, such shares shall be valued at the Deemed Value. In no event shall a Securityholder be liable for the fraud or willful misconduct of, or breaches of any representation, warranty, covenant or agreement by, any other Securityholder.
(ii) Acquiror’s aggrega...
Cap on Indemnification. Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate amount of all indemnification obligations of Seller under this Agreement for Claims by the Buyer Group (A) pursuant to Section 10.2(a)(ii) exceed the aggregate value of the Consideration and (B) pursuant to Section 10.2(a)(i) exceed $50,000,000.
Cap on Indemnification. The aggregate amount to be paid by the Effective Time Holders for Losses under this Article 7 shall not exceed the Holdback Merger Consideration amount (the “Cap”); provided, however, that the Cap shall not apply to any Losses based upon, resulting from or arising out of, or directly or indirectly related to any claims for indemnification involving (i) fraud, willful breach, or intentional misrepresentation, (ii) any breach of a Specified Representation, or (iii) any claim for indemnification made pursuant to Section 7.12. The aggregate amount to be paid by the Effective Time Holders for Losses made under Section 7.3(a) with respect to the Specified Representations, pursuant to Section 7.3(b) through Section 7.3(e), pursuant to Section 7.4 or pursuant to Section 7.12 shall not exceed the portion of the Total Purchase Price actually received by each Effective Time Holder. The aggregate amount to be paid by the Effective Time Holders for claims involving fraud, willful breach, or intentional misrepresentation by the Company shall not exceed the portion of the Total Purchase Price actually received by each Effective Time Holder; provided, that for the avoidance of doubt, the aggregate amount to be paid by a particular Effective Time Holder for a claim involving fraud, willful breach, or intentional misrepresentation by such Effective Time Holder shall not be capped. Notwithstanding anything in this Agreement to the contrary, solely for the purpose of determining the amount of Losses, the representations and warranties of the Company in this Agreement that are qualified by Knowledge, materiality or Material Adverse Effect shall be deemed to be made without such Knowledge, materiality or Material Adverse Effect Qualifiers.
Cap on Indemnification. Target Stockholders shall be liable for claims for Damages made under Section 8.2(a)(i)(A), Section 8.2(a)(i)(D) and Section 8.2(a)(i)(E) in an amount not to exceed (x) the aggregate of the Applicable Escrow Amounts (the “Escrow Cap”) plus (y) the Offset; provided, however, that the Escrow Cap shall not apply to any Damages based upon, resulting from or intentional misrepresentation or arising out of, or directly or indirectly related to (i) any claims for indemnification involving fraud or (ii) any inaccuracy in the Closing Payment Schedule.
Cap on Indemnification. Notwithstanding anything contained in Article VIII to the contrary, Seller shall not be required to indemnify and hold harmless Buyer under this Article VIII for any Losses in excess of $4,000,000.
