Indemnification Liability Limitations. (a) The maximum aggregate liability of the Indemnitors for Damages shall be limited to the Maximum Liability Amount (as defined below), except (i) for claims based on fraud, (ii) for breaches of the representations and warranties contained in Sections 2.3 and 2.4 in which case the Indemnitors shall be liable for the total amount of such Damages, and (iii) for breaches of the representations and warranties contained in Section 2.10 in which case the Indemnitors shall be liable for Damages as described in Section 7.4(e). The "Maximum Liability Amount" shall initially equal the First Liability Amount. The "First Liability Amount" shall mean an amount equal to the sum of (i) the product of the number of Siblings Escrow Shares multiplied by the Parent Share Deemed Value (as defined below), plus (ii) the Siblings Escrow Cash, plus (iii) the JL Escrow Cash, plus (iv) 20% of the JL Deferred Cash. The "Parent Share Deemed Value" shall mean the last reported sale price of the Parent Common Stock at the most recent close of daily trading prior to the Closing as reported by the Nasdaq Stock Market.
Indemnification Liability Limitations. 45 7.5 Securityholder Agent of the Stockholders; Power of Attorney........................................46 7.6
Indemnification Liability Limitations. 38 8.5 Shareholder Agent of the Shareholders........................ 39 8.6 Third-Party Claims........................................... 39 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER............................ 39
Indemnification Liability Limitations. (a) The liability of the Shareholders under this Article VIII shall be limited as follows:
(i) The aggregate indemnification liability of the Shareholders related to breach of the representations and warranties contained in Section 2.8 with regard to unaudited tax returns shall be limited to $1,134,753.
(ii) The aggregate indemnification liability of the Shareholders related to breach of all other representations and warranties shall be limited to $1,134,753.
(b) The Shareholders shall not be liable under this Article VIII unless Indemnity Amounts (as determined pursuant to the Escrow Agreement) totaling in excess of $100,000 (the "Basket Amount") have been determined in which case Parent shall be entitled to recover all Indemnity Amounts; provided, however, Indemnity Amounts with respect to (i) claims based on fraud and (ii) breaches of the representations and warranties contained in Sections 2.1, 2.2, 2.3, 2.4, 2.8, 2.11 and 2.28 shall be paid without regard to the Basket Amount.
(c) Nothing in this Article VIII shall limit, in any manner (whether by time, amount, procedure or otherwise), any remedy at law or in equity to which Parent may be entitled as a result of actual fraud or willful misrepresentation or misconduct by the Company or Shareholders.
(d) The indemnification obligations of the Shareholders under this Article VIII shall be the sole and exclusive obligations of the Shareholders (as beneficial owners of the Company) with respect to any Damages under this Agreement and no former shareholder, optionholder, warrantholder, officer, director or employee of the Company other than the Shareholders shall have any other personal liability to Parent or Merger Sub in connection with this Agreement following the Closing.
Indemnification Liability Limitations. Security Holders'Agent of the Shareholders; Power of Attorney.......................................33 10.6 Third-Party Claims..................................................................................34
Indemnification Liability Limitations. (a) The maximum aggregate liability of the Shareholders for Damages shall be limited to the Maximum Liability Amount (as defined below), except (i) for claims based on fraud and breaches of the representations and warranties contained in Sections 4.2 and 4.4 in which case the Shareholders shall be liable for the total amount of such Damages, and (ii) for breaches of the representations and warranties contained in Section 4.20. The "MAXIMUM LIABILITY AMOUNT" shall mean an amount equal to the product of the number of Indemnification Shares multiplied by the Average Closing Price.
Indemnification Liability Limitations. 9.1: Sponsor agrees to defend, indemnify, and hold harmless Inveresk and its Affiliates, employees, officers, directors, from and against any and all losses, costs, damages and expenses, (including without limitation legal fees and expenses) incurred in connection with any claims, proceedings or investigations arising out of or in connection with a Study or the performance by Inveresk pursuant to this Agreement or any Task Order (including, but not -------------------------------------------------------------------------------- ChemGenex/Inveresk Page 7 "Confidential" Clinical Master Service Agreement 28th September 2005 limited to, clinical trials of study drug and the handling and reporting of data resulting from such clinical trials) provided, however, that:
(a) Inveresk has reasonably adhered to and complied with the obligations delineated in the specific Task Order from which the claim arose, material laws and regulations, and all reasonable directions and recommendations furnished in writing by Sponsor regarding the Services delineated in the Task Order from which the claim arose; and,
(b) Sponsor is promptly notified of any such claim, proceeding or investigation; and,
(c) Inveresk cooperates in the handling and defense of any such claim.
9.2: Sponsor at its own expense shall carry out the sole management and defense of such claims or suits, and will provide attorneys of its sole choosing to defend against any such claim, proceeding or investigation. Sponsor agrees that no settlement agreement shall serve to establish fault or liability on the part of Inveresk.
9.3: Sponsor shall not be obligated with respect to any loss, damage, cost and expense relating to any claim, proceeding or investigation to the extent that such claim, proceeding or investigation is based on the negligence or willful malfeasance of Inveresk or its employees, directors and Affiliates.
Indemnification Liability Limitations. 45 7.5 SECURITYHOLDER AGENT OF THE STOCKHOLDERS; POWER OF ATTORNEY........................................46 7.6 THIRD-PARTY CLAIMS.................................................................................46 ARTICLE VIII
Indemnification Liability Limitations. (a) The Shareholders shall not be liable under this Article VIII unless Damages totaling in excess of $25,000 (the "Basket Amount") have been determined in which case Parent shall be entitled to recover all Damages; provided, however, Damages with respect to (i) claims based on fraud and (ii) breaches of the representations and warranties contained in Sections 2.1, 2.2, 2.3, 2.4, 2.8, 2.11 and 2.28 shall be paid without regard to the Basket Amount.
(b) Nothing in this Article VIII shall limit, in any manner (whether by time, amount, procedure or otherwise), any remedy at law or in equity to which Parent may be entitled as a result of actual fraud or willful misrepresentation or misconduct by the Company or Shareholders.
Indemnification Liability Limitations
