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. (i) The Seller’s Liabilities:
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. 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”).
Cap on Indemnification. (i) The aggregate amount to be paid by the Shareholders for claims for Damages made under Section 10.1(a)(i) or the Purchaser for claims for Damages under Section 10.1(b)(i), as applicable, shall not exceed an amount equal to the Indemnity Escrow Amount (the “Cap”); provided, however, that the Cap shall not apply to any Damages arising from, or directly or indirectly related to, any claims for indemnification involving the Fundamental Matters. (ii) The aggregate amount to be paid by any Shareholder or Purchaser, as applicable, for Damages for claims for indemnification involving the Fundamental Matters shall not exceed (A) in the case of the Shareholders (without duplication) the amount paid or payable to such Shareholder hereunder (including such Shareholder’s Closing Share Payment) or (B) in the case of the Purchaser (without duplication) the amount paid or payable to the Shareholders hereunder (the “Fundamental Matters Cap”). (g)
Cap on Indemnification. Except as provided below, the Company and the Shareholders’ obligations to provide indemnification under this Article V, in the aggregate, will not exceed 50% of the amount of the Purchase Price actually paid to the Company, which, for avoidance of doubt includes the Closing Cash Purchase Price, Buyer Stock, Deferred Cash Purchase Price and Contingent Purchase Price Payments. The forgoing notwithstanding, with respect to Claims or Damages based on Section 2.1 (Organization; No Subsidiaries); Section 2.3 (Capitalization); Section 2.4 (Authorization and Execution); Section 2.8 (Tax Matters); Section 2.9 (Litigation; Governmental Proceedings); Section 2.10 (Compliance with Laws; Non-Contravention); Section 2.13 (Title to Properties and Encumbrances); Section 2.14 (Intellectual Property and Proprietary Rights); Section 2.17 (Employee Benefits); Section 2.21 (No Brokers or Finders); Section 2.22 (Licenses Permits Consents) any representations relating to product liability matters, fraud, intentional misrepresentation, intentional or willful breach of a warranty, or willful or reckless misconduct, the cap on the Company’s and Shareholder’s indemnification obligations under this Article V shall be 100% of the Purchase Price actually paid to the Company.
Cap on Indemnification. Both parties shall indemnify the other under this Section 6 only up to a maximum aggregate amount equal to the cash portion of the Purchase Price.
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. (i) The aggregate amount to be paid by the Shareholders for claims for Damages made under Section 10.1(a)(i) shall not exceed an amount equal to (A) the Escrow Amount (the “Cap”); provided, however, that the Cap shall not apply to any Damages arising from, or directly or indirectly related to, any claims for indemnification involving (A) the Company Fundamental Representations, the Shareholder Fundamental Representations, fraud or intentional or knowing misrepresentation or breach (including with respect to Persons with knowledge of any such misrepresentation or breach), or (B) for the avoidance of doubt, any matter described under Section 10.1(a)(ii)-(viii). The aggregate amount to be paid by Buyer for claims for Damages made under Section 10.1(b) shall not exceed the Cap.
