Limitation of Indemnification Obligation. Notwithstanding any other provisions in this Agreement, the liabilities of the parties under this Agreement shall be limited as follows:
(i) Except as provided in Section 11.4(iv), a party's aggregate liability for any and all claims (including, without limitation, claims of any regulatory authority) shall be limited to the sum obtained by multiplying the value of the Stock Consideration as of the Closing Date by Ten Percent (10%).
(ii) Except as provided in Section 11.4(iv),a party's aggregate liability for any and all claims (limited as provided in Section 11.4(i)) shall continue until issuance of the independent audit report on the Surviving Corporation for the Surviving Corporation's fiscal year ending January 31, 1997.
(iii) The provisions of Section 11.4(ii) notwithstanding, a party shall remain liable for all claims brought pursuant to this Section prior to the date specified in Section 11.4(ii) until resolution and satisfaction of such claim in accordance with this Section.
(iv) Between the date hereof and the Closing Date, the parties shall conduct such diligence as they consider necessary and appropriate. To the extent that the parties discover specific contingent liabilities of any party during the diligence process, the parties shall use their best efforts to quantify the potential exposure associated with such contingent liability and the potential liability of the obligated party for indemnification claims shall increase by a percentage of the value of the Stock Consideration equal to the agreed value of such contingent liability. At closing, such Stock Consideration shall be subject to the terms of the Stock Pledge Agreement pending resolution of such contingencies. If the parties cannot agree upon the value of such contingent liability or if such value exceeds an additional Ten Percent (10%) of the Stock Consideration hereunder, either party may elect to cancel and terminate this Agreement and elect not to proceed with the Merger.
(v) The parties intend that the Merger contemplated by this Agreement shall be treated as a "pooling of interests" in accordance with generally accepted accounting principles and rules and regulations promulgated by the SEC. To the extent that any provision of this Section is deemed, by the SEC or in the judgment of the Surviving Corporation, to make the "pooling of interests" method of accounting unavailable, such provision shall be deemed null and void and the indemnification provisions of this Section shall be ...
Limitation of Indemnification Obligation. (a) UNDER NO CIRCUMSTANCES NOR UNDER ANY LEGAL THEORY, TORT, CONTRACT OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Notwithstanding anything to the contrary in this Agreement, (i) Seller's liability for claims by Buyer pursuant to the indemnification provisions of this Article IV shall not exceed $5,500,000.00 in the aggregate, and (ii) Buyer's liability for claims by Seller pursuant to the indemnification provisions of this Article IV shall not exceed $1,000,000.00.
Limitation of Indemnification Obligation. 29 11.5 SOLE REMEDY.................................................. 30 ARTICLE 12
Limitation of Indemnification Obligation. Section 9.1 shall be the exclusive remedy of Buyer against Davis in regard to any Indemnifiable Claim. Furthermore, Davis shxxx xave no obligation with respect to any Indemnifiable Xxxxx to the extent:
(a) such claim for indemnity does not exceed Seventy-Five Thousand Dollars ($75,000) and if all such claims exceed Seventy-Five Thousand Dollars ($75,000) in the aggregate, Davis shall be liable for amounts in excess of Seventy-Five Thousxxx Xollars ($75,000), subject to the other limitations set forth in this Article IX;
(b) such claim for indemnity exceeds, or all claims for indemnity (inclusive of such claim) exceed, subject to the other limitations set forth in this Article IX, the purchase price paid to Davis under this Agreement, unless the claim results from a Fraudxxxxx Breach by Davis or FHI, in which case such limit shall not apply;
(c) the loss, event, liability or matter giving rise thereto is covered by insurance or reinsurance proceeds or other salvage reasonably recoverable or actually received by Buyer or FHI on account of the event that gave rise to the claim;
(d) the event, liability or matter giving rise thereto provides the Buyer or FHI with any tax benefit; or
(e) the claim is for other than direct compensatory damages, unless the claim arises from a third party asserting another form of damages.
Limitation of Indemnification Obligation. Section 7.5 Indemnification Procedures Section 7.6 Exclusive Rights Section 7.7 Limit on Stockholder Liability
Limitation of Indemnification Obligation. (a) Purchaser shall not assert any claim for indemnification under this Article IX against the Sellers, other than a claim for Taxes, until such time as the aggregate of all claims which Purchaser may have against the Sellers shall exceed $100,000 ("Indemnification Threshold"), and then the Purchaser shall be entitled to recover only the amount of such claims in excess of $50,000. Sellers shall not assert any claim for indemnification hereunder against Purchaser until such time as, and solely to the extent, the aggregate of all claims which Sellers may have against Purchaser shall exceed the Indemnification Threshold, and then the Sellers shall be entitled to recover only the amount of such claims in excess of $50,000.
Limitation of Indemnification Obligation. Notwithstanding anything to the contrary contained in this Agreement, except with respect to claims based on fraud or for injunctive relief or specific performance:
(i) the Holdback Fund shall be the sole and exclusive source of recovery for claims against the Disinterested Stockholders, and the maximum aggregate amount of indemnifiable Losses arising out of or resulting from the causes enumerated in (y) Section 8.2(a) (i), (ii), (iii), (v), (vi) and (vii) that may be recovered from the Disinterested Stockholders shall not exceed $2,533,859.21 of the Holdback Fund (the -43-
Limitation of Indemnification Obligation. Notwithstanding anything contained herein, neither Party hereto nor its members, Affiliates, directors, officers, shareholders, employees, agents, representatives and Lenders will be liable to the other for any special, indirect or consequential damage of such other Party arising out of or in any way related to performance or non-performance of any obligation hereunder. Supplier's cumulative liability under this Agreement shall be limited to the amount of compensation paid to Supplier hereunder, plus any costs or expenses for which Supplier has been reimbursed by Owner pursuant to the terms hereof.
Limitation of Indemnification Obligation. (a) Subject to Sections 7.4(b) and 7.5, (i) the Parent shall be entitled to recover amounts from the Escrow in respect of any claim for indemnification under Section 7.2, (A) only to the extent the aggregate amount of all such claims exceeds $50,000 (the “Company Deductible”); provided, however, that any claims identified under Section 7.2(a)(ii) shall be paid in full from the Escrow and shall not be subject to, or count towards the satisfaction of, the Company Deductible, and (B) thereafter, only to the extent that the aggregate amount of all such claims is less than or equal to the aggregate value of the Escrowed Consideration (such value, to be calculated by multiplying the number of shares of Escrowed Stock Consideration then held in the Escrow by the trailing twenty day average closing price per share of the Parent Shares on the NASDAQ National Market at the time such claims are paid, plus the amount of cash held as Escrowed Cash Consideration, is referred to herein as the “Escrow Value”), and (ii) amounts due to the Parent under Section 7.2 shall be recovered solely from the Escrowed Consideration then held by the Parent. In the event that any Losses recovered by Parent from the Escrowed Consideration are on account of a misrepresentation or breach of warranty by one or more (but not all) Holders or any failure by one or more (but not all) Holders to fulfill any covenant or agreement contained herein, then the Losses recovered by Parent from the Escrowed Consideration shall only be recovered or deducted from the Escrowed Stock Consideration or Escrowed Cash Consideration corresponding to the breaching Holder or Holders that were placed in the Escrow and shall not be recovered or deducted from any Escrowed Stock Consideration or Escrowed Cash Consideration of the non-breaching Holder or Holders that were placed in the Escrow. For purposes of clarity, in the event that any Losses recovered by the Parent from the Escrowed Consideration are on account of a misrepresentation or breach of warranty by the Company or by all (but not less than all) Holders or any failure by the Company or by all (but not less than all) Holders to fulfill any covenant or agreement contained herein, then the Losses recovered by the Parent from the Escrowed Consideration shall not be limited to the Escrowed Stock Consideration or Escrowed Cash Consideration of any individual Holder, but shall be recovered or deducted from the Escrowed Consideration pro rata among all Holders and...
Limitation of Indemnification Obligation. 16 8.4 Additional Limitation of Indemnification Obligation of Series A Holders........................ 16
