Common use of Indemnification Cap Clause in Contracts

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.

Appears in 3 contracts

Samples: Share Purchase Agreement (Meiwu Technology Co LTD), Share Purchase Agreement (Meiwu Technology Co LTD), Share Purchase Agreement (Meiwu Technology Co LTD)

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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 trading 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 VII exceed the Purchase Price.

Appears in 2 contracts

Samples: Share Purchase Agreement (Bat Group, Inc.), Share Purchase Agreement (Urban Tea, Inc.)

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 (or, of the Ordinary Share not traded at such time, Parent’s American Depository Shares) on the NASDAQ Capital Market (or succeeding trading market) over the five (5) Business Days trading days preceding the Determination Date (as defined below) multiplied by (ii) the number of Luokung 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 VII exceed the Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Luokung Technology Corp.)

Indemnification Cap. In no event shall the aggregate indemnification to be paid by any the 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 Registered Capital to the total amount of Company Shares Registered Capital (the “Seller Purchase Price”), or (y) the product of (i) the average closing price of the Ordinary Shares TD Holding’s common stock, par value $0.001 per share (“Common Stock”) on the NASDAQ Capital Market (or succeeding trading market) over the five (5) Business Days trading days preceding the Determination Date (as defined below) multiplied by (ii) the number of Ordinary Shares Common Stock 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 VII exceed the Purchase Price.

Appears in 1 contract

Samples: Share Purchase Agreement (TD Holdings, Inc.)

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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 Membership Interests to the total amount of Company Shares Membership Interests (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.

Appears in 1 contract

Samples: Share Purchase Agreement (Paranovus Entertainment Technology Ltd.)

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