Cap on Seller Liability Sample Clauses
Cap on Seller Liability. No Seller hereto shall be liable to any other Seller or parties hereto for Damages for breach of a representation or warranty in excess of the fair market value (measured as of the Closing Date) of the consideration actually received by such party pursuant to this Agreement. Chyron, Chyron US and Chyron AB only remedy in case of a breach by a Seller shall be that the relevant Seller returns to Chyron AB such amount of the Closing Shares and the Earn Out Shares, if any, that corresponds to the Damage, whereby such shares shall be valued at the issue price at Closing.
Cap on Seller Liability. Except with respect to the Joinder executed and delivered by Forestar Group, Inc. (“Guarantor”), Purchaser agrees that its recourse against any Seller Indemnitee under this Agreement or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, 51 AUS-6206654-10 6055890/60 shall be strictly limited to Seller’s interest in the Property or the net proceeds from the sale of the Property, and that in no event shall Purchaser seek or obtain any recovery or judgment against any of Seller Indemnitees’ other assets (if any), other than Guarantor. The aggregate liability of all Seller Indemnitees arising directly or indirectly pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement or any document or certificate executed in connection with this Agreement shall be limited to $4,500,000 in the aggregate, regardless of whether any such liability arises from the actual or alleged negligent, willful or intentional act or omission of Seller Indemnitees. In no event shall Purchaser have the right to bring a cause of action for any claims until the amount of all claims exceeds $300,000 in the aggregate. Seller has given Purchaser material concessions regarding this transaction in exchange for Purchaser agreeing to the provisions of this Section. The provisions of this Section 15.4.2 shall supersede anything to the contrary contained in this Agreement, any document or certificate executed in connection with this Agreement, or under any law applicable to the Property or this transaction. This Section shall survive any termination of this Agreement and is not subject to the one hundred eighty (180) day limitation in Section 15.1.1.