Caps Sample Clauses

Caps. (i) Except with respect to a claim for Fraud, FREIF’s aggregate liability under Section 7.2(a) shall not exceed $10,000,000; (ii) Except with respect to a claim for Fraud, Triangle Holding’s aggregate liability under Section 7.3(a) shall not exceed $10,000,000;

Caps. Each Seller’s aggregate liability for (a) any claims of the Purchaser under or in connection with this Agreement which do not represent Exempted Claims shall be limited to an EUR amount equal to the sum of (i) fifty percent (50%) of the Cash Purchase Price Portion as it has, at the time of the receipt of the relevant Breach Notice by the Sellers, already been received by such Seller, (ii) fifty percent (50%) of the Milestone Purchase Price as it has, at the time of the receipt of the relevant Breach Notice by the Sellers, already been received by such Seller, and (iii) one hundred percent (100%) of the Milestone Purchase Price as it has, at the time of the receipt of the relevant Breach Notice by the Sellers, become due to (and not received yet by) such Seller in accordance with this Agreement; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Exempted Claims shall be limited to the sum of (i) an EUR amount equal to the sum of one hundred percent (100%) of the Cash Purchase Price Portion and one hundred percent (100%) of the Milestone Purchase Price as it has, at the time of the receipt of the relevant Breach Notice by the Sellers, already been received by such Seller and/or become due to (and not received yet by) such Seller in accordance with this Agreement, and, (ii) one hundred percent (100%) of the Stock Purchase Price Portion. For the avoidance of doubt, with regard to the Stock Purchase Price Portion mentioned under (ii) above, the Sellers shall generally only be obliged to return Purchaser’s Common Stock to the Purchaser, provided, however, that if and to the extent the Purchaser’s Common Stock has, at the relevant time, already been sold by the relevant Seller or the Purchaser’s Common Stock has been issued to the Phantom Shareholders on behalf of the Sellers in accordance with Section 4.3.2, the obligation to return the Purchaser’s Common Stock shall be replaced by a cash payment obligation of the Sellers and the cap shall instead of the relevant Purchaser’s Common Stock then include the lesser of (i) the value of such Purchaser’s Common Stock at close of the market on 8 May 2015 (USD 46.17) and (ii) the sale price in an open market sale (i.e. no related party transaction) of such Purchaser’s Common Stock. For the avoidance of doubt, any Purchase Price payment (including Cash Purchase Pric...

Caps. Notwithstanding anything to the contrary contained in this Agreement (except that the following limitations will only apply to Losses arising under Sections 8.1(a) and 8.2(a) (other than Losses arising with respect to breaches of Sections 3.1, 3.2, 3.3, 3.4(a), 3.5(b), 3.5(e), 3.5(f), 3.5(g), 3.5(i), 3.7, 3.14, 4.1, 4.2, 4.3, 4.5 and 4.6, with respect to which such limitations will not apply) and will accordingly not apply to Losses arising under Section 8.1(b), (c) and (d) and Section 8.2(b) and (c)): (i) the aggregate total amount in respect of which ConvaTec will be liable to indemnify and hold harmless the Purchaser Indemnified Parties pursuant to this Agreement will not exceed $3,000,000; and (ii) the aggregate total amount in respect of which the Purchaser will be liable to indemnify and hold harmless the Seller Indemnified Parties pursuant to this Agreement will not exceed $3,000,000.

Caps. The Asset Seller shall not be obligated to make indemnification payments pursuant to this Agreement which in the aggregate exceed one hundred percent (100%) of the Purchase Price. However, this paragraph will not apply to any breach of any of the Asset Seller’s* representations and warranties of which the Asset Seller had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by a Seller of any covenant or obligation hereunder.

Caps. Subject to Section 9.4.4, each Party’s indemnification obligations under Section 9.2 and Section 9.3 are subject to the following limitations: 9.4.2.1 (a) Subject to Section 9.4.2.2 and 9.4.2.3, the cumulative indemnification obligation of Buyer under Section 9.2.1(a) shall not exceed $[***] and (b) the cumulative indemnification obligation of Seller under Section 9.3.1(a) shall not exceed $[***]; 9.4.2.2 (a) Buyer’s cumulative indemnification obligation under Section 9.2.1(a) with respect to any Fundamental Representations, other than Section 6.1.5 (Title to Acquired Assets), shall not exceed [***], and (b) Buyer’s cumulative indemnification obligation under Section 9.2.1(a) with respect to the Fundamental Representations set forth exclusively under Section 6.1.5 (Title to Acquired Assets) shall not exceed $[***]; and 9.4.2.3 (a) Buyer’s liability for any Losses indemnifiable under any other provision of Section 9.2 shall not exceed an amount equal to [***], and (b) Seller’s liability for any Losses indemnifiable under any other provision of Section 9.3 shall not exceed [***].

Caps. Notwithstanding anything to the contrary in Section 8.1(a), in no event shall the Sellers be required to make payments in respect of Seller Indemnified Liabilities in the aggregate that exceed 25% of the Purchase Price; provided, however, that the Sellers’ liability for any Seller Indemnified Liability will not be limited as set forth in this Section 8.1(c) if such Seller Indemnified Liability (i) relates to a breach of any representation or warranty contained in Sections 3.1 (Organization), 3.2 (Authority; Enforceability); 3.3 (No Conflicts; Consents and Approvals), 3.4 (Capitalization; Ownership) or 3.22 (Brokers’ Fees) or (ii) arises pursuant to Section 8.1(a)(ii), 8.1(a)(iii) or 8.1(a)(iv).

Caps. (i) The total aggregate amount of all Damages recoverable under Section 7.2(a)(i) shall not exceed an amount equal to the Escrow Fund, minus any amounts previously distributed to the Entitled Holders’ Agent Expense Fund from the Escrow Fund in accordance with this Agreement and the Escrow Agreement. The Escrow Fund then remaining in the Escrow shall be the sole recourse of the Indemnified Parties for the indemnification obligations of the Indemnifying Parties under Section 7.2(a)(i). (ii) The total aggregate amount of all Damages recoverable under Section 7.2(a)(ii), Section 7.2(b), Section 7.2(c) and Section 7.2(m) from any individual Indemnifying Party shall not exceed an amount equal to such Indemnifying Party’s Proportionate Share of the sum of (x) the Escrow Fund, minus (y) any amounts previously distributed to the Entitled Holders’ Agent Expense Fund from the Escrow Fund in accordance with this Agreement and the Escrow Agreement, plus (z) the lesser of such amount to be setoff from the Earnout Consideration of: (I) the Earnout Consideration remaining payable, if any, and (II) $5,000,000. (iii) Subject to Section 7.3(b)(i) and Section 7.3(b)(ii), the total aggregate amount of all Damages recoverable pursuant to the Indemnifiable Matters from any individual Indemnifying Party shall not exceed an amount equal to such Indemnifying Party’s Proportionate Share of the sum of (x) the Stockholder Merger Consideration actually paid to such Indemnifying Party, plus (y) the Earnout Consideration, if any, otherwise payable to such Indemnifying Party. (iv) In no event shall the liability of any Indemnifying Party for any Damages pursuant to this Agreement exceed an amount equal to the portion of the Stockholder Merger Consideration, plus the Earnout Consideration, if any, actually paid to such Indemnifying Party. (v) Notwithstanding anything to the contrary in this Agreement, any Indemnifying Party committing Fraud, or who has actual knowledge of the same as of the Closing, shall be liable for, and shall indemnify and hold the Indemnified Parties harmless for, any Damages incurred or sustained by the Indemnified Parties or any of them (including the Surviving Corporation), directly or indirectly, as a result of such Fraud committed by or known to such Person as of the Closing, and nothing in this Agreement shall limit the liability of any Indemnifying Party for any Damage resulting from any such Fraud committed by such Indemnifying Party or of who had actual knowl...

Caps. (i) The indemnification obligation of Uno pursuant to Section 8.2(a) in respect of each Loss claimed thereunder is limited to 50% of the amount of such Loss; provided, however, that such limitation will not apply if Uno did in fact know about the inaccuracy or breach at any time the representation or warranty was given or deemed given under this Agreement. The maximum aggregate indemnification obligations of Uno are limited to US$12,500,000 (or its equivalent in Chilean Pesos as of the date of such calculation) if such indemnification obligations arise pursuant to Section 8.2(a), in respect of all Losses claimed thereunder, and pursuant to Section 8.2(b), but, in the latter case, only in respect of Losses claimed for the inaccuracy in or breach of any representation or warranty of Uno or the Transferors, as applicable, contained in Section 3.1(h) (“Interested Party Transactions”), Section 4.14 (“Taxes”), or Schedule B (“Metrópolis Taxes”); provided, however, that such limitation will not apply if Uno did in fact know about the inaccuracy or breach at any time the representation or warranty was given or deemed given under this Agreement. (ii) The indemnification obligation of CCC pursuant to Section 8.3(a) in respect of each Loss claimed thereunder is limited to 50% of the amount of such Loss; provided, however, that such limitation will not apply if CCC did in fact know about the inaccuracy or breach at any time the representation or warranty was given or deemed given under this Agreement. The maximum aggregate indemnification obligations of CCC are limited to US$12,500,000 (or its equivalent in Chilean Pesos as of the date of such calculation) if such indemnification obligations arise pursuant to Section 8.3(a), in respect of all Losses claimed thereunder, and pursuant to Section 8.3(b), but, in the later case, only in respect of Losses claimed for the inaccuracy in or breach of any representation or warranty of CCC or the Transferors, as applicable, contained in Section 3.1(h) (“Interested Party Transactions”), Section 4.14 (“Taxes”), or Schedule B (“Metrópolis Taxes”); provided, however that such limitation will not apply if CCC did in fact know about the inaccuracy or breach at any time the representation or warranty was given or deemed given under this Agreement. (iii) The maximum aggregate indemnification obligations of VTR are limited to US$12,500,000 (or its equivalent in Chilean Pesos as of the date of such calculation) to each Transferor if such ...

Caps. Subject to the provisions of Section 8.5(b), Seller’s aggregate liability for the Damages described in Section 8.2(a) or (b) shall not exceed 50% of the Purchase Price as the Purchase Price is adjusted as provided in this Agreement.

Caps. (i) Seller’s aggregate liability under Section 10.01(a) and under Section 10.01(g) shall not exceed $4,000,000 (the “Cap”); provided, however, that the Cap shall not apply to (a) claims for indemnification brought for breaches of the Fundamental Representations, or (b) any claims of Fraud. (ii) In no event shall Seller’s aggregate liability under Section 10.01 exceed the Purchase Price.