Cap on Individual Liability Sample Clauses

Cap on Individual Liability. With respect to claims in excess of the Escrow Fund (including any offset, in accordance with the terms and conditions of this Agreement, to any earned but unpaid amount of any Aggregate Earn-Out Consideration), no Indemnifying Party shall be liable for (a) any Damages or any other amounts of any kind or nature in excess of the Merger Consideration actually received by such Indemnifying Party or (b) any Damages pursuant to Section 9.2(b)(viii) or any other amounts of any kind or nature with respect to Fraud committed by another Stockholder (except to the extent such Indemnifying Party was complicit in such Fraud).