Indemnification Cap. In no event shall the aggregate indemnification to be paid by any Seller under this Article VII exceed the greater of (x) the product of the Purchase Price multiplied by the proportion of such Seller’s Company Shares to the total amount of Company Shares (the “Seller Purchase Price”), or (y) the product of (i) the average closing price of the Ordinary Shares on the NASDAQ Capital Market (or succeeding trading market) over the five (5) Business Days preceding the Determination Date (as defined below) multiplied by (ii) the number of Ordinary Shares received by such Seller upon the consummation of the transactions contemplated hereby (the “Individual Seller Cap”). Notwithstanding the foregoing, the Individual Seller Cap shall not apply to claims for indemnification resulting from or relating to breaches by such Seller constituting fraud or intentional misconduct. In no event shall the aggregate indemnification to be paid by Buyer under this Article VI exceed the Purchase Price.
Indemnification Cap. With respect to claims for indemnification under Section 11.2(a), except in cases of fraud, such claims shall be satisfied solely pursuant to Section 11.5.
Indemnification Cap. (i) The aggregate amount of Losses for which the Purchaser Indemnified Parties collectively shall be entitled to recover from the Expedia Parties pursuant to this Article VI (A) in respect of breach of representations and warranties made herein by the Expedia Parties that are not Fundamental Expedia Representations, shall not exceed US$83,859,960 (the “Cap Amount”) and (B) in respect of any breach of Fundamental Expedia Representations made herein by the Expedia Parties, shall not exceed the Purchase Price.
(ii) The aggregate amount of Losses for which the Expedia Indemnified Parties shall be entitled to recover from any of the Purchaser Parties pursuant to this Article VI (A) in respect of breach of representations and warranties made herein by a Purchaser Party that are not Fundamental Purchaser Representations, shall not exceed the product of (x) the Cap Amount and (y) the Pro Rata Portion of such Purchaser Party; and (B) in respect of any breach of Fundamental Purchaser Representations made herein by a Purchaser Party, shall not exceed the Purchase Price paid by such Purchaser Party as set forth in Schedule 3 hereto.
Indemnification Cap. No party can recover under paragraphs 12.1 or 12.2 an amount in excess of the principal amount of the cash (excluding accrued interest, the Merchandise Inventory Price and the Receivables Price) paid by the Buyer to the Seller pursuant to this Agreement and other documents executed in connection (the “Indemnification Cap”). The foregoing limitation shall not apply to recovery for breaches of the Representations and Warranties of Organization, Existence, Good Standing, Power and Authority, Enforceability, and Employee Benefit Plans.
Indemnification Cap. Other than (a) a breach of any of the Fundamental Representations or (b) a breach of any of the covenants in Section 9 (other than Sections 9.2(ii) and 9.3), the maximum aggregate liability of the Warrantors (other than Xx. Xxxx) for indemnification to the Indemnified Parties under Sections 8.3(i), (ii) and (iii) shall be limited to the Purchase Price (the “Indemnification Cap”). Other than a breach of the covenants in Section 8.1(b)(ii) and Section 9.8, the maximum aggregate liability of YY for indemnification to the Indemnified Parties under Section 8.3(iii)(y) shall be limited to the Indemnification Cap. For the avoidance of doubt, (i) the Indemnification Cap shall not apply in the event of any fraud, willful misconduct, gross negligence or willful default or willful misrepresentation either (x) on the part of any Warrantor, in which case the Indemnification Cap shall remain applicable for YY’s liability for indemnification under Section 8.3(i), (ii) and (iii), or (y) on the part of YY, in which case the Indemnification Cap shall remain applicable for the Warrantors’ liability for indemnification under Section 8.3(iii)(y); and (ii) the maximum aggregate liability of Xx. Xxxx for indemnification to any Indemnified Party under Sections 8.3(i), (ii) and (iii) shall be the Indemnification Cap less any amounts which remain due and owing by Xx. Xxxx to D.I. Alpha Media Company Limited pursuant to the Loan Documents, on the date that such a claim is made by an Indemnified Party under this Section 8.3.
Indemnification Cap. (a) The indemnification obligations of each Seller under Article 7 will be limited to the Escrow Amount attributable to such Seller as set forth on Exhibit A; provided however, that (i) in the case of intentional misrepresentation by such Seller, or (ii) Seller Warranty Breaches involving Article 3, the indemnification obligations of each Seller shall be limited to the Closing Cash Payment actually received by such Seller as set forth on Exhibit A.
(b) The indemnification obligations of each Management Shareholder under Article 7 will be limited to the Escrow Amount attributable to such Management Shareholder as set forth on Exhibit A; provided however, that (i) in the case of intentional misrepresentation by any Management Shareholder, or (ii) Management Warranty Breaches involving Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the indemnification obligations of each Management Shareholder shall be limited to the Closing Cash Payment plus any Earn-Out Consideration actually received by such Management Shareholder as set forth on Exhibit A. In the event that Section 4.19 survives for a period of more than 18 months pursuant to Section 7.1, any indemnification obligations of the Management Shareholders under Article 7 for claims made after eighteen (18) months after the Closing involving a breach of Section 4.19 will be limited to each such Management Shareholder’s pro rata share (relative to the other Management Shareholders only) of the Escrow Amount.
(c) Notwithstanding anything in this Agreement to the contrary, and subject to any limitations contained herein, (i) each Seller shall only be liable for such Seller’s Pro Rata Share of any indemnification obligations for Seller Warranty Breaches
Indemnification Cap. Subject to Section 9.6, the maximum aggregate liability of each party for claims for indemnification made pursuant to Section 9.2 shall be Three Hundred Thousand and 00/100 Dollars ($300,000) (the “Indemnification Cap”).
Indemnification Cap. Notwithstanding the other provisions of this Section 7 and other than in the event of gross negligence, willful misconduct or fraud, other than with respect to breaches of representations and warranties contained in Section 3.19 and other than claims made pursuant to Section 7.2 of this Agreement, in all such cases, for which there shall be no limit, the Company's aggregate liability pursuant to this Section 7 for breaches of representations and warranties contained in this Agreement shall be limited to an amount equal to the total amount of the Purchase Price.
Indemnification Cap. Notwithstanding any other contrary provision in this Agreement, except with respect to claims for fraud, no Indemnifying Seller shall be liable for indemnification obligations pursuant to this Article 8 if the payment of such indemnification would, when added to all amounts previously paid by the Indemnifying Sellers pursuant to this Article 8 (after the deductible provided in Section 8.4(C) has been exceeded), exceed, in the aggregate, One Million Dollars ($1,000,000).
Indemnification Cap. Notwithstanding any other contrary provision in this Agreement, except with respect to claims for fraud, no Indemnifying Seller shall be liable for indemnification obligations in respect of breaches of any representation or warranty of Sellers or the Shareholder stated in this Agreement or in any document, certificate or instrument delivered pursuant hereto if the payment of such indemnification would, when added to all amounts previously paid by the Indemnifying Sellers pursuant to this Article 8 (after the deductible provided in Section 8.4(C) has been exceeded), exceed, in the aggregate, One Million Dollars ($1,000,000)."
