Indemnity Caps. The Buyer Indemnified Parties may not assert (a) a Rep and Warranty Claim against the Seller to the extent the aggregate amount of all Damages relating to all Rep and Warranty Claims is greater than the Indemnity Cap, or (b) any claim for indemnification arising under this Article VI against the Seller to the extent the aggregate amount of all losses relating to all claims for indemnification arising under this Article VI is greater than the Purchase Price.
Indemnity Caps. Notwithstanding anything to the contrary set forth in this Agreement :
Indemnity Caps. (i) In no event shall the Purchaser Indemnitees be entitled to recover under Sections 7.2(a)(i), 7.2(a)(iii), 7.2(a)(viii) or 7.2(b)(i) for any claims for Damages in excess of $8,500,000 plus the amount of any interest earned under the Note plus the amount of any income and interest earned on the Indemnity Escrow Amount (together, the “Cap Amount”); provided, however, that such limitation shall not apply (though the limitations set forth in Section 7.4(e) shall continue to apply) to any Damages: (1) arising from breaches of the Core Representations and Warranties and breaches of representations and warranties contained in Section 4.12, or (2) suffered or incurred by a Purchaser Indemnitee as a result of, or arising out of, the actual fraud or willful misrepresentation of the Company or Sellers. For purposes of clarity, only recoveries of claims subject to the limitation of the Cap Amount shall be aggregated in calculating whether the Cap Amount has been exceeded, and nothing in this Section 7.4(c)(i) shall apply to any indemnification to which any Purchaser Indemnitee is entitled under Sections 7.2(a)(ii), Sections 7.2(a)(iv) through 7.2(a)(vii) or Section 7.2(b)(ii), in each case subject to the limitations set forth in Section 7.4(e).
Indemnity Caps. (i) Seller and Parent shall have no Liability for any claim for indemnification pursuant to Section 8.02(a) with respect to a Non-fundamental Representation, in the aggregate, in excess of One Million Dollars (the “Cap”), provided that the Cap shall be reduced, dollar for dollar, by the amount of recoveries by the Buyer Indemnitees for any claim for indemnification pursuant to Section 7.02(a) with respect to the Fundamental Representations.
Indemnity Caps. (i) Except as provided in Sections 10.4(a) and 10.4(c) above: (A) the aggregate Losses payable by Seller and the Owner Parties pursuant to Section 10.1 shall not exceed fifteen million dollars ($15,000,000) (“Seller Indemnity Cap”); and (B) the aggregate Losses payable by any Owner Party pursuant to Section 10.1 shall not exceed an amount equal to (1) the Seller Indemnity Cap, multiplied by (2) the ratio (expressed as a percentage) of such Owner Party’s percentage of ownership interest in Seller as identified in the Side Letter to the total percentage of ownership interests in Seller as identified in the Side Letter held (directly or indirectly) by all Owner Parties executing and delivering this Agreement (each an “Owner Party Indemnity Cap”), which ratio/percentage and Owner Party Indemnity Cap for each Owner Party is identified in the Side Letter to this Agreement.
Indemnity Caps. NOVARTIS’ MAXIMUM AGGREGATE LIABILITY UNDER SECTION 8.1(a) AND THE PARALLEL INDEMNIFICATION PROVISION TO BE INCLUDED IN THE SUPPLY AGREEMENT AND FLUIDIGM’S MAXIMUM AGGREGATE LIABILITY UNDER SECTION 8.2(a)(i) AND THE PARALLEL INDEMNIFICATION PROVISION TO BE INCLUDED IN THE SUPPLY AGREEMENT, RESPECTIVELY, SHALL EQUAL [***] (THE “CAP”); PROVIDED, HOWEVER, THAT NO LOSSES RESULTING FROM SUCH PARTY’S RECKLESSNESS OR INTENTIONAL MISCONDUCT SHALL BE COVERED BY OR COUNTED TOWARDS SUCH PARTY’S CAP. IN THE CASE OF MULTIPLE APPLICABLE THIRD PARTY CLAIMS, THE CAP SHALL BE FIRST SET BASED ON THE FIRST SUCH THIRD PARTY CLAIM FILED (“TRIGGERING CLAIM”) AND SUCH CAP SHALL COVER, IN THE AGGREGATE, ALL APPLICABLE THIRD PARTY CLAIMS FILED DURING THE [***] PERIOD FOLLOWING THE FILING OF SUCH TRIGGERING CLAIM. IF AFTER THE CONCLUSION OF SUCH [***] PERIOD, A NEW APPLICABLE THIRD PARTY CLAIM IS FILED, THE CAP SHALL RESET PURSUANT TO THE PRECEDING SENTENCE BASED ON SUCH NEW APPLICABLE THIRD PARTY CLAIM, WHICH SHALL BE TREATED AS A TRIGGERING CLAIM AND THE RESET CAP SHALL APPLY TO ANY OTHER APPLICABLE THIRD PARTY CLAIMS FILED DURING THE [***] PERIOD FOLLOWING THE NEW TRIGGERING CLAIM (AND SUCH RESETTING SHALL APPLY AGAIN, IF NEEDED, AT THE CONCLUSION OF ANY SUCH NEW [***] PERIOD). These limitations, however, shall not apply to liability for personal injury, death, or physical damage to tangible property and for clarity do not apply to any Third Party Infringement Losses. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. CONFIDENTIAL TREATMENT REQUESTED BY FLUIDIGM CORPORATION
Indemnity Caps. Notwithstanding anything to the contrary set forth in this Article VIII or any other provision of this Agreement, the aggregate liability of the Company Shareholder for Damages under Section 8.1 shall not exceed $20,000,000 (the “Indemnity Cap”); provided, that:
Indemnity Caps. Entity Seller shall have no liability to Purchaser, Venture (as constituted after the Closing) or the Owners (as constituted after Closing) with respect to any indemnity contained herein to the extent the losses, liabilities costs, damages or expenses or the conditions or circumstances giving rise thereto were known to a Kimco Knowledge Party, or caused by an act or omission of a Kimco Party, or for which Purchaser already received a credit pursuant to this Agreement.
Indemnity Caps. Notwithstanding anything contained in this Article 10:
Indemnity Caps. (i) Notwithstanding anything to the contrary set forth in this Agreement, if the Merger is consummated, (A) any Earn-Out Shares that have not been issued shall be the Indemnified Parties sole and exclusive security and source of recovery under this Agreement for any claim for indemnification under or pursuant to clauses (i) through (vi), inclusive, and (viii) of Section 8.2(a), other than claims for indemnification arising out of fraud or intentional or willful breach or inaccuracy of a representation or warranty or willful or intentional breach of a covenant set forth herein and (B) the Indemnified Parties shall not be entitled to recover under this Agreement any Losses in respect of any claim for indemnification under or pursuant to clauses (i) through (vi), inclusive, and (viii) of Section 8.2(a), inclusive, in the aggregate, in excess of the Earn-Out Shares other than claims for indemnification arising out of fraud or intentional or willful breach or inaccuracy of a representation or warranty or willful breach of a covenant set forth herein.
