Common use of Indemnity Cap Clause in Contracts

Indemnity Cap. Notwithstanding anything to the contrary, express or implied contained in this Agreement, except with respect to (i) any fraud or willful misconduct by the Stockholders in connection with this Agreement, or (ii) any Excluded Liabilities described in Section 1.4 above, for which the Company, DiscCo and the Stockholders are and shall remain solely liable pursuant to this Agreement and for which there shall be no Indemnity Cap, the Buying Indemnified Parties’ sole and exclusive right to recover any Damages from the Selling Indemnifying Parties, or any of them, under this Article VI with respect to Claims resulting from or relating to any misrepresentation or breach of warranty or failure to perform any covenant or agreement contained in this Agreement shall be limited to $7,500,000 or fifty (50%) percent of the cash amount of the Base Purchase Price paid at Closing to both of the Stockholders on the Closing Date (the “Indemnity Cap”). For the avoidance of doubt, (i) the aggregate amount of Damages for which all Selling Indemnifying Parties may be liable pursuant to this Article VI shall not exceed the Indemnity Cap; and (ii) the aggregate amount of Damages for which any one Stockholder may be liable pursuant to this Article VI shall be limited to an aggregate total of $3,750,000 from each Stockholder. There shall be no Indemnity Cap in respect of Excluded Liabilities or Pre-Closing Tax liabilities for which the Selling Indemnifying Parties are liable under Section 6.1(b), or Assumed Liabilities for which the Buying Indemnifying Parties are liable under Section 6.2(b).

Indemnity Cap. Notwithstanding anything to the contrary, express or implied contained in this Agreement, except with respect to (i) In no event shall the Sellers in the aggregate be liable for any fraud or willful misconduct by the Stockholders in connection with this Agreement, or (ii) Losses as to any Excluded Liabilities described in Section 1.4 above, claim for which the Company, DiscCo and the Stockholders are and shall remain solely liable indemnification pursuant to this Agreement and for which there shall be no Indemnity Cap, the Buying Indemnified Parties’ sole and exclusive right to recover any Damages from the Selling Indemnifying Parties, or any of them, under this Article VI with respect to Claims resulting from or relating to any misrepresentation or breach of warranty or failure to perform any covenant or agreement contained in this Agreement shall be limited to $7,500,000 or fifty (50%Sections 7.2(a)(i) percent of the cash amount of the Base Purchase Price paid at Closing to both of the Stockholders on the Closing Date (the “Indemnity Cap”). For the avoidance of doubt, (i) the aggregate amount of Damages for which all Selling Indemnifying Parties may be liable pursuant to this Article VI shall not exceed the Indemnity Cap; and (ii) in excess of Six Million Five Hundred Thousand Dollars ($6,500,000) (as may be adjusted pursuant to Section 7.5(a)(i), the “Cap”), subject to Section 7.3(c); provided, however, that the Cap shall not apply with respect to Losses arising out of fraud or any breach of the Company Fundamental Representations. In no event shall the Parent and the Surviving Company in the aggregate amount of Damages for which any one Stockholder may be liable for any Losses as to any claim for indemnification pursuant to this Article VI Section 7.2(b) in excess of the Cap; provided, however, that the Cap shall not apply with respect to Losses arising out of any breach of the Buyer Fundamental Representations; provided, further, that if all of the conditions set forth in Sections 6.1 and 6.2 hereof have been satisfied or waived (other than those conditions which by their terms are to be limited to an aggregate total of $3,750,000 from each Stockholder. There shall be no Indemnity Cap in respect of Excluded Liabilities satisfied or Pre-Closing Tax liabilities for which waived at the Selling Indemnifying Parties are liable under Section 6.1(bClosing), the Basket Amount and Cap shall not apply to Losses suffered or Assumed Liabilities incurred by Seller Indemnitees for which claims relating to Parent’s or Buyer’s failure to consummate the Buying Indemnifying Parties are Merger and close the Transactions. (ii) Subject to the limitations in this Section 7.3(b) above, (A) in no event shall any Seller be liable under for any Losses, as to all claims for indemnification pursuant to Section 6.2(b7.2(a), in excess of such Seller’s Indemnification Share of the Total Consideration and (B) in no event shall Parent and the Surviving Company be liable for any Losses, as to all claims for indemnification pursuant to Section 7.2(b), in excess of the Total Consideration.

Indemnity Cap. Notwithstanding anything to the contrary, express or implied contained in this Agreement, except with respect to (i) any fraud or willful misconduct by the Stockholders in connection with this Agreement, or (ii) any Excluded Liabilities described in Section 1.4 aboveLiabilities, including any Pre-Closing Tax liabilities for which the Company, DiscCo and the Stockholders are and shall remain solely liable pursuant to Section 4.11 of this Agreement and (for which there shall be no Indemnity Cap), the Buying Indemnified Parties’ sole and exclusive right to recover any Damages from the Selling Indemnifying Parties, or any of them, under this Article VI with respect to Claims resulting from or relating to any misrepresentation or breach of warranty or failure to perform any covenant or agreement contained in this Agreement shall be limited to $7,500,000 or fifty (50%) percent of the cash amount of the Base Purchase Price paid at Closing to both of the Stockholders on the Closing Date (the “Indemnity Cap”). For the avoidance of doubt, (i) the aggregate amount of Damages for which all Selling Indemnifying Parties may be liable pursuant to this Article VI shall not exceed the Indemnity Cap; and (ii) the aggregate amount of Damages for which any one Stockholder may be liable pursuant to this Article VI shall be limited to an aggregate total of $3,750,000 from each Stockholder. There shall be no Indemnity Cap in respect of Excluded Liabilities or Pre-Closing Tax liabilities for which the Selling Indemnifying Parties are liable under Section 6.1(b), or Assumed Liabilities for which the Buying Indemnifying Parties are liable under Section 6.2(b).