Common use of Limitation on Amount of Indemnity Clause in Contracts

Limitation on Amount of Indemnity. Except with respect to any Losses involving proven fraud by the indemnifying party, no indemnifying party hereunder found liable for any Losses by any indemnified party under this Agreement shall be required to pay indemnification hereunder, after application of the Basket against the aggregate amount of claims against any or all of the Seller and Xxxxxxxxxxx, on the one hand, or against AUGI and the Purchaser, on the other hand, in excess of a maximum amount equal to twenty (20%) percent of the aggregate value of the Indemnifiable Consideration received by such party pursuant to this Agreement (which term shall include the Purchase Price and any other Warrants issued to an Offeree, with Warrants received by any Offeree being assumed to have been exercised at the Closing Date, and such Warrants, or the shares of AUGI Common Stock acquired upon exercise of such Warrants, being valued for such purpose at a price per share of AUGI Common Stock equal to the closing price per share of AUGI Common Stock, as reported on The NASDAQ National Market, on the Closing Date (the "Per Share Value")); provided, that if any such indemnifying party shall have been found by any court of competent jurisdiction (which may include affirmation of the findings of the arbitrators in any arbitration provided for herein) from which no appeal can or shall be taken, to have committed fraud, the maximum indemnified amount under this Agreement shall be 100% of the aggregate value of the Indemnifiable Consideration, as calculated above. Xxxxxxxxxxx shall have the option to satisfy, in whole or in part, any claims for indemnification hereunder by transferring and returning to AUGI any or all of the AUGI Common Stock he shall have acquired upon exercise of Warrants, which, for purposes hereof, shall (regardless of any intervening fluctuations in market price) be deemed to have a value equal to the Per Share Value, subject only to appropriate adjustment to reflect any stock splits, stock dividends, recapitalizations or other such events relating to the AUGI Common Stock occurring after the date hereof. Nothing herein contained, however, shall be deemed to preclude the Purchaser and/or AUGI from seeking and obtaining payment of indemnification from Xxxxxxxxxxx in any other manner, subject to Dieffenbach's option to pay any claim (in whole or in part) in the foregoing manner.

Limitation on Amount of Indemnity. Except with respect to any Losses involving proven fraud by the indemnifying party, no indemnifying party hereunder found liable for any Losses by any indemnified party under this Agreement shall be required to pay indemnification hereunder, against AUGI on the one hand, or after application of the Basket against the aggregate amount of claims against any or all of the Seller and Xxxxxxxxxxx, on the one hand, or against AUGI and the PurchaserStockholders, on the other hand, in an amount in excess of a maximum amount equal to twenty (20%) percent of the aggregate value of the Indemnifiable Merger Consideration received by such party Stockholders pursuant to this Agreement (which term shall include the Purchase Price and any other Warrants issued with AUGI Merger Stock to an Offeree, with Warrants received by any Offeree being assumed to have been exercised at the Closing Date, and such Warrants, or the shares of AUGI Common Stock acquired upon exercise of such Warrants, being be valued for such purpose purposes at a price per share of AUGI Common Stock price equal to the closing price per share of AUGI Common Stock, as reported on The NASDAQ National Market, on the Closing Date (the "Per Share Market Value")); provided, that if any . Each such indemnifying party shall have been found by any court of competent jurisdiction (which may include affirmation of the findings of the arbitrators in any arbitration provided for herein) from which no appeal can or shall be taken, to have committed fraud, the maximum indemnified amount under this Agreement shall be 100% of the aggregate value of the Indemnifiable Consideration, as calculated above. Xxxxxxxxxxx Stockholder shall have the option to satisfy, in whole or in part, any claims for indemnification hereunder by transferring and returning to AUGI any or all of the Stockholder's AUGI Common Stock he shall have acquired upon exercise of WarrantsMerger Stock, which, for purposes hereof, shall (regardless of any intervening fluctuations in market price) be deemed to have a value equal to the Closing Per Share Value, subject only to appropriate adjustment to reflect any stock splits, stock dividends, recapitalizations or other such events relating to the AUGI Common Stock of AUGI occurring after the date hereof. Nothing herein contained, however, shall be deemed to preclude the Purchaser Surviving Corporation and/or AUGI from seeking and obtaining payment of indemnification from Xxxxxxxxxxx the Stockholder(s) in question in any other manner, subject to Dieffenbachsuch Stockholder's option to pay any claim (in whole or in part) in the foregoing manner.

Limitation on Amount of Indemnity. Except with respect to any Losses involving proven fraud by the indemnifying party, no indemnifying party hereunder found liable for any Losses by any indemnified party under this Agreement shall be required to pay indemnification hereunder, against AUGI On the one hand, or after application of the Basket against the aggregate amount of claims against any or all of the Seller and Xxxxxxxxxxx, on the one hand, or against AUGI and the PurchaserStockholder, on the other hand, in an amount in excess of a maximum amount equal to twenty (20%) percent of the aggregate value of the Indemnifiable Merger Consideration received by such party the Stockholder pursuant to this Agreement (which term shall include the Purchase Price and any other Warrants issued with AUGI Merger Stock to an Offeree, with Warrants received by any Offeree being assumed to have been exercised at the Closing Date, and such Warrants, or the shares of AUGI Common Stock acquired upon exercise of such Warrants, being be valued for such purpose purposes at a price per share of AUGI Common Stock price equal to the closing price per share of AUGI Common Stock, as reported on The NASDAQ National Market, on the Closing Date (the "Per Share Value")); providedPrice, that if less any such indemnifying party shall have been found by any court of competent jurisdiction (which may include affirmation tax liability on account of the findings receipt of the arbitrators in any arbitration provided for herein) from which no appeal can such price paid or shall be taken, to have committed fraud, the maximum indemnified amount under this Agreement shall be 100% of the aggregate value of the Indemnifiable Consideration, as calculated aboveaccrued). Xxxxxxxxxxx The Stockholder shall have the option to satisfy, in whole or in part, any claims for indemnification hereunder by transferring and returning to AUGI any or all of the Stockholder's AUGI Common Stock he shall have acquired upon exercise of WarrantsMerger Stock, which, for purposes hereof, shall (regardless of any intervening fluctuations in market price) be deemed to have a value equal to the Closing Date Per Share ValuePrice, subject only to appropriate adjustment to reflect any stock splits, stock dividends, recapitalizations or other such events relating to the AUGI Common Stock of AUGI occurring after the date hereof. Nothing herein contained, however, shall be deemed to preclude the Purchaser Surviving Corporation and/or AUGI from seeking and obtaining payment of indemnification from Xxxxxxxxxxx the Stockholder in any other manner, subject to Dieffenbachthe Stockholder's option to pay any claim (in whole or in part) in the foregoing manner.

Limitation on Amount of Indemnity. Except with respect to any Losses involving proven fraud by the indemnifying party, no indemnifying party hereunder found liable for any Losses by any indemnified party under this Agreement shall be required to pay indemnification hereunder, after application of the Basket against the aggregate amount of claims against any or all of the Seller and XxxxxxxxxxxPrincipal Stockholders, on the one hand, or against AUGI and the PurchaserMergerco, on the other hand, in excess of up to a maximum amount equal to twenty (20%) percent of the aggregate value of the Indemnifiable Merger Consideration received by such party Principal Stockholders pursuant to this Agreement (which term shall include the Purchase Price and any other Warrants issued to an Offeree, with Warrants received by any Offeree being assumed to have been exercised at the Closing Date, and such WarrantsAUGI Common Stock, or the shares common stock of the Company for which such AUGI Common Stock acquired upon exercise of such Warrantswas issued in the Merger, being to be valued for such purpose purposes at a price per share of AUGI Common Stock price equal to the closing price per of a share of AUGI Common Stock, as reported on The NASDAQ National Market, on the Closing Date of the Merger (the "Per Share Value")); provided, that if any such indemnifying party shall have been found by any court of competent jurisdiction (which may include affirmation of the findings of the arbitrators in any arbitration provided for herein) from which no appeal can or shall be taken, to have committed fraud, the maximum indemnified amount under this Agreement shall be 100% of the aggregate value of the Indemnifiable Merger Consideration, as calculated above. Xxxxxxxxxxx Each such Principal Stockholder shall have the option to satisfy, in whole or in part, any claims for indemnification hereunder by transferring and returning to AUGI any or all of the Principal Stockholder's AUGI Common Stock he shall have acquired upon exercise of WarrantsStock, which, for purposes hereof, shall (regardless of any intervening fluctuations in market price) be deemed to have a value equal to the Per Share Value, subject only to appropriate adjustment to reflect any stock splits, stock dividends, recapitalizations or other such events relating to the AUGI Common Stock of AUGI occurring after the date hereof. Nothing herein contained, however, shall be deemed to preclude the Purchaser Surviving Corporation and/or AUGI from seeking and obtaining payment of indemnification from Xxxxxxxxxxx the Principal Stockholder(s) in question in any other manner, subject to Dieffenbachsuch Principal Stockholder's option to pay any claim (in whole or in part) in the foregoing manner.