Indemnification Caps. Each of Parent and Merger Subsidiary acknowledge and agree, on behalf of themselves and on behalf of each Parent Indemnified Party, that, except as set forth in Section 9.3(d), the Parent Indemnified Parties’ rights to receive indemnification pursuant to this Agreement shall be satisfied solely and exclusively as follows:
(i) The Parent Indemnified Parties’ right to receive indemnification pursuant to Section 9.2(a) with respect to representations and warranties other than the Two-Year Company Representations and the Three-Year Company Representations (such representations and warranties being the “Other Company Representations”) shall be satisfied solely and exclusively out of 2,000,000 of the First Time-Based Shares (it being understood that (x) such First Time-Based Shares will also be available to satisfy other indemnification rights of the Parent Indemnified Parties as provided in Sections 9.3(c)(ii) and 9.3(c)(iii) and (y) once the First Time-Based Shares are distributed to Seller and the Rightsholders pursuant to Section 2.6(d)(ii)(A), the Parent Indemnified Parties shall have no further right to receive indemnification pursuant to Section 9.2(a) with respect to the Other Company Representations, from the Company, Seller or any Rightsholder or otherwise; provided, however, that, if, prior to the distribution of the First Time-Based Shares to Seller and the Rightsholders pursuant to Section 2.6(d)(ii)(A) , Seller and the Rightsholders forfeit more than 500,000 shares of Parent Common Stock pursuant to one or more Restricted Stock Award Agreements, then Second Time-Based Shares, if available, shall be used to satisfy the Parent Indemnified Parties’ right to receive indemnification pursuant to Section 9.2(a) with respect to the Other Company Representations up to the 2,000,000 share cap set forth above.
(ii) The Parent Indemnified Parties’ right to receive indemnification pursuant to Sections 9.2(a) with respect to the Two-Year Company Representations shall be satisfied solely and exclusively out of the Time-Based Shares it being understood that (w) a portion of the First Time-Based Shares will also be available to satisfy other indemnification rights of the Parent Indemnified Parties as provided in Sections 9.3(c)(i) and 9.3(c)(iii), (x) once the First Time-Based Shares are distributed to Seller and the Rightsholders pursuant to Section 2.6(d)(ii)(A), the Parent Indemnified Parties shall have no further right to use such First Time-Based Shares to sat...
Indemnification Caps. (i) Except with respect to any claims for Fraud, the Company Indemnifying Parties’ aggregate liability for any Losses under Section 6.2 shall be limited to the Escrow Shares and any such Losses shall be recovered solely from the Escrow Account.
(ii) In no event shall the liability of a Company Indemnifying Party for any Losses under Section 6.2 exceed the amount of the aggregate Merger Consideration received by such Company Indemnifying Party (the “Indemnification Cap”). Notwithstanding the foregoing, the Indemnification Cap shall not apply to any claims for Fraud; provided that no Company Indemnifying Party shall be liable for Fraud committed by any other Company Indemnifying Party.
Indemnification Caps. Notwithstanding any other provision hereof, the parties' indemnification obligations under this Section 11 with respect to any matter arising out of, under or in connection with this Agreement shall not exceed in the aggregate US$500,000 per Claim or event, subject to a total aggregate capped amount of US$1,000,000 over the term of this Agreement.
Indemnification Caps. Notwithstanding any other provision hereof, no Indemnifying Party shall have any liability with respect to Losses under Sections 11.1.1, 11.1.2 and 11.1.3 for property damage to the BOC Facility or the Sunoco Refinery in excess of the following amounts: an amount of [****] per occurrence (the “Per Occurrence Indemnification Cap”) and an aggregate amount of [****] per Contract Year (the “Contract Year Indemnification Cap” and, together with the Per Occurrence Indemnification Cap, “Indemnification Caps”). The Indemnification Caps set forth in this Section 11.2.1 shall not apply to third party claims or claims for personal injury.
Indemnification Caps. (i) the aggregate liability of the Seller’s indemnification obligation pursuant to Section 10.2(a)(ii) shall not exceed the Purchase Price; and
(ii) the aggregate liability of the Seller pursuant to Section 10.2(a)(i) or the Acquirer pursuant to Section 10.2(b) shall not exceed $200,000,000;
Indemnification Caps. Except as otherwise provided in this Agreement, the maximum individual liability of any Indemnifying Party, pursuant to this Section 9 for claims for Losses incurred, sustained or accrued by the Indemnified Parties, or any of them, directly or indirectly, as a result of or arising out of the following items shall not exceed (in each case before deduction of any applicable Taxes) the applicable amount specified below (such applicable amount, the “Cap”):
(i) for any breach or inaccuracy in the warranties other than (A) amounts indemnifiable pursuant to Section 9.2(b), (B) Losses as a result of, arising out of or relating to a breach of a warranty that involves fraud by the Company or a Seller on or prior to the Closing Date, (C) Losses as a result of, arising out of or relating to any breach or inaccuracy in the Fundamental Warranties, (D) Losses as a result of or arising out of any breach or inaccuracy in Section 4.14 (Tax Matters), or (E) claims for indemnification brought pursuant to Section 9.2(a)(ii)-(vii) or Section 9.3, an amount equal to the Indemnifying Party’s Indemnifiable Pro Rata Share of the Base Escrow Amount; or
(ii) for any breach or inaccuracy for (A) amounts indemnifiable pursuant to Section 9.2(b), (B) Losses as a result of, arising out of or relating to a breach of a warranty that involves fraud by the Company or a Seller on or prior to the Closing Date, (C) Losses as a result of, arising out of or relating to any breach or inaccuracy in the Fundamental Warranties, (D) Losses as a result of or arising out of any breach or inaccuracy in Section 4.14 (Tax Matters), or (E) claims for indemnification brought pursuant to Section 9.2(a)(ii)-(vii) or Section 9.3, the amount equal to the Maximum Individual Amount for such Indemnifying Party. The Cap shall not apply to fraud by the Indemnifying Party committing such fraud on or prior to the Closing Date.
Indemnification Caps. The maximum liability for Losses under each of Section 8.02(i) and Section 8.03(i) shall be One Million Dollars ($1,000,000) (the "CAP").
Indemnification Caps. (i) Subject to Section 9.3(e), each of the Indemnified Parties’ sole and exclusive source of recovery for claims under Section 9.2(a)(i) and Section 9.2(a)(v) shall be recourse against and recovery from the Escrow Fund.
(ii) Subject to Section 9.3(e), the maximum liability of each Indemnifying Party for indemnification claims under Section 9.2(a) shall be limited, in the aggregate, to a dollar amount equal to the sum, without duplication, of (A) the cash paid or payable to such Indemnifying Party (or his, her, or its designee, assignee, transferee, or successor in interest), including his, her, or its aggregate Pro Rata Portion of the Escrow Amount and the Expense Fund Amount (assuming full release thereof), plus (B) any and all amounts deducted or withheld in respect of Taxes with respect to such Indemnifying Party.
Indemnification Caps. The maximum aggregate liability of Seller and Shareholder for indemnification under this Agreement shall be equal to One Million One Hundred Thousand Dollars ($1,100,000) (the "One Million One Hundred Thousand Dollar Cap") for all indemnification claims except for Excluded Claims or for a Purchase Price adjustment pursuant to Article III. The maximum aggregate liability of Seller and Shareholder for a Purchase Price adjustment pursuant to Article III or indemnification under this Agreement for Excluded Claims shall not exceed the lesser of the Purchase Price or $12,292,000.00 (the "PURCHASE PRICE CAP"). The maximum aggregate liability of Buyer and Parent for indemnification pursuant to Section 13.3(i) hereof shall be equal to the Purchase Price, for indemnification pursuant to Section 13.3(ii) hereof shall be unlimited, and for indemnification pursuant to Section 13.3(iii) hereof shall be equal to $4,000,000.00.
Indemnification Caps. The respective Indemnifier's total liability for any and all Environmental Liabilities relating to one single site, as set out below, for which it may be held liable under this Section, shall be limited as follows:
(i) Wackxx'x xxxbility to an aggregate amount of DM 90,000,000 (Deutsche Mark xxxety million) (the "WACKXX XXXIRONMENTAL LIABILITY CAP");
(ii) Celanese's liability to an aggregate amount of DM 200,000,000 (Deutsche Mark xxx hundred million) (the "CELANESE ENVIRONMENTAL LIABILITY CAP");
