Exclusive Contractual Remedy and Limitations. Shockwave, the Atom Shareholders and Atom each acknowledge that resort to this Article 11 shall be the exclusive contractual remedy of Shockwave, the Shockwave Indemnified Persons, Atom and the Atom Indemnified Persons for any Claim for Damages. Shockwave, the Atom Shareholders and Atom each further acknowledge that resort to the Escrow Fund shall be the exclusive contractual remedy of Shockwave and the Shockwave Indemnified Persons for any Claim for Damages by Shockwave, and the Shockwave Indemnification Limit shall be the exclusive contractual remedy of Atom and the Atom Indemnified Persons for any Claim for Damages by the Representatives. The maximum liability of any Atom Shareholder for any breach of a representation, warranty or covenant of Atom will be limited to the Escrow Shares in which such holder has an interest; provided, however, that the maximum liability of any Atom Shareholder for Special Damages will be limited to 50% of the fair market value on the Closing Date of the Merger Shares issued to such Atom Shareholder. The maximum liability of Shockwave for Special Damages will be limited to 50% of the Shockwave Indemnification Limit.
Exclusive Contractual Remedy and Limitations. Ameralink, the 518 Stockholders and 518 each acknowledge that Ameralink Damages or 518 Damages, if any, may relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reevaluation of the total consideration the Parties would have agreed to transfer in connection with the Merger. The maximum liability of 518 and the 518 Stockholders for any breach of a representation, warranty or covenant of 518 or 518 Stockholder and the maximum liability of Ameralink for any breach of a representation, warranty or covenant of Ameralink shall be limited to $600,000; provided, however, that nothing herein shall limit the liability: (i) of 518 for any breach of representation, warranty or covenant if the Merger does not close, and (ii) of any officer, director or stockholder of the 518 for such person’s or entity’s fraud or intentional misrepresentation. SECTION NINE
Exclusive Contractual Remedy and Limitations. Acquiror, the Principal Stockholders and Target each acknowledge that Damages, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the total consideration Acquiror would have agreed to pay in connection with the Merger. The maximum liability (if any liability exists) of the Principal Stockholders under Section 9.2(a) shall be limited to the Total Consideration received by the Principal Stockholders under this Agreement; provided, however, that nothing herein shall limit the liability: (i) of Target for any breach of representation, warranty or covenant if the Merger does not close, (ii) of the Principal Stockholders in connection with a breach of the representations and warranties of Target in Section 2.7 (Absence of Undisclosed Liabilities) or any breach by such stockholder of an agreement executed with the Acquiror, or (iii) of any officer, director or stockholder of the Target for such person’s or entity’s fraud or intentional misrepresentation. “Total Consideration” means the total amount paid by Acquiror under this Agreement to or on behalf of Target and all Principal Stockholders of Target including but not limited to the Merger Consideration, the Acquiror Stock Value, the SVB Payment and any other amounts paid by Acquiror to SVB on behalf of Target or a Principal Stockholder, and any amounts paid to a Principal Stockholder towards the FTV Contingent Payment.
Exclusive Contractual Remedy and Limitations. Merger Sub, Innofone, the MTG Shareholders and MTG each acknowledge that Merger Sub Damages or MTG Damages, if any, may relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reevaluation of the total consideration the Parties would have agreed to transfer in connection with the Merger. The maximum liability of MTG and the MTG Shareholders for any breach of a representation, warranty or covenant of MTG or MTG Shareholders and the maximum liability of Merger Sub and Innofone collectively, for any breach of a representation, warranty or covenant of Merger Sub or Innofone shall be limited to $500,000; provided, however, that nothing herein shall limit the liability: (i) of MTG for any breach of representation, warranty or covenant if the Merger does not close, and (ii) of any officer, director or Member of MTG for such person’s or entity’s fraud or intentional misrepresentation. SECTION NINE
Exclusive Contractual Remedy and Limitations. Offeror and the Principal Shareholders each acknowledge that Damages, if any, would relate to unresolved contingencies existing at the Closing Date, which if resolved at the Closing Date would have led to a reduction in the total consideration Offeror would have agreed to pay in connection with the Purchase. Resort to the Escrow Fund shall be the exclusive contractual remedy of Offeror for any Damages if the Purchase closes. The maximum liability of any Principal Shareholder for any breach of a representation, warranty or covenant of the Principal Shareholder shall be limited to Escrow Shares in which such Principal Shareholder has an interest that are held pursuant to the Escrow Agreement; provided, however, that nothing herein shall limit the liability of the Principal Shareholders for Damages: (i) arising from any breach by such Shareholder of representation, warranty or covenant if the Purchase does not close, (ii) in connection with any breach by such shareholder of the Offer Document, Deed of Tax Covenant, Non-Competition Agreement or Escrow Agreement, and (iii) arising from such person's or entity's fraud or intentional misrepresentation.
Exclusive Contractual Remedy and Limitations. Acquiror, the -------------------------------------------- Indemnifying Stockholders and Target each acknowledge that Damages, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the total consideration Acquiror would have agreed to pay in connection with the Merger. The maximum liability of any Indemnifying Stockholder for any breach of a representation, warranty or covenant of Target shall be limited to the number of Escrow Shares in the Escrow Fund attributable to such Indemnifying Stockholder or, in the event the Escrow Shares have been distributed from the Escrow Fund, an amount equal to the fair market value of the Escrow Shares in which such Indemnifying Stockholder has an interest as of the date hereof (the "Initial ------- Escrow Value") as determined by averaging the closing price for Acquiror Common ------------ Stock on the Nasdaq National Market for the five trading days immediately prior to the date of this Agreement, regardless of any subsequent distribution of any Escrow Shares; provided, however, that nothing herein shall limit the liability of any officer, director or stockholder of the Target for such person's or entity's fraud or intentional misrepresentation.
Exclusive Contractual Remedy and Limitations. Xxxxxxxx.xxx and Alive each acknowledge that Damages, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the total consideration Xxxxxxxx.xxx would have agreed to pay in connection with the Merger. Resort to the Escrow Fund shall be the exclusive contractual remedy of Xxxxxxxx.xxx for any and all Damages if the Merger closes. The maximum liability of any former holder of the Alive Common Stock for any breach of a representation, warranty or covenant of Alive shall be limited to the Escrow Shares in which such holder has an interest that are held pursuant to the Escrow Agreement; provided, however, that nothing herein shall limit the liability: (i) of Alive for any breach of representation, warranty or covenant if the Merger does not close, (ii) of Alive or any officer, director, stockholder, or optionholder of Alive for such person's or entity's fraud or intentional misrepresentation or (iii) of Alive or any officer, director, stockholder, or optionholder for such person's or entity's violations of applicable state or federal securities laws.
Exclusive Contractual Remedy and Limitations. Merger Sub, Juma, the AGN Shareholders and AGN each acknowledge that Merger Sub Damages or AGN Damages, if any, may relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reevaluation of the total consideration the Parties would have agreed to transfer in connection with the Merger. The maximum liability of AGN and the AGN Shareholders for any breach of a representation, warranty or covenant of AGN or the AGN Shareholders and the maximum liability of Merger Sub and Juma collectively, for any breach of a representation, warranty or covenant of Merger Sub or Juma shall be limited to the consideration paid to AGN, the AGN Shareholders, and to or on behalf of another affiliate of AGN; provided, however, that nothing herein shall limit the liability: (i) of AGN, AGN Shareholders, Juma, or Merger Sub, as applicable, for any breach of representation, warranty or covenant if the Merger does not close, and (ii) of any officer, director or Member of AGN, Juma, or Merger Sub, as applicable for such person’s or entity’s fraud or intentional misrepresentation. SECTION NINE
Exclusive Contractual Remedy and Limitations. Acquiror, the former stockholders of Target and Target each acknowledge that Damages, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the total consideration Acquiror would have agreed to pay in connection with the Merger. Resort to the Escrow Fund shall be the exclusive contractual remedy of Acquiror and Surviving Corporation for any Damages. The maximum liability of any former holder of the Target Capital Stock for any breach of a representation, warranty or covenant of the Target shall be limited to the Escrow Cash in which such holder has an interest that is held pursuant to the Escrow Agreement; provided, however, that nothing herein shall limit the liability of any officer, director or stockholder of the Target for such person's or entity's fraud or intentional misrepresentation.
Exclusive Contractual Remedy and Limitations. Resort to the Escrow Fund and rights of set-off as provided in the USI Note, as USI may elect, shall be the exclusive contractual remedy of USI and Acquisition for any Damages hereunder. In no event shall the obligation of the Principal Shareholders and the other Soft Plus Shareholders hereunder to indemnify an Indemnified Person for Damages in excess of the Indemnity Threshold exceed an amount in the aggregate equal to the Indemnity Damages Limit, at which time the limitation of this Section 12.3.2 shall be the Indemnity Damages Limit alone. Nothing in this Section 12.3.2 shall limit the liability of any officer or Principal Shareholder, in his capacity as an officer, director or shareholder, for such person's or fraud or intentional misrepresentation of any representations, warranties, covenants or agreements under this Agreement.
