Common use of Limitation on Liability of the Founders Clause in Contracts

Limitation on Liability of the Founders. Notwithstanding anything contained in this Agreement, the maximum aggregate liability of the Founders for all Claims (other than Claims arising out of fraud, gross negligence, or wilful misconduct by the Company or the Founders under the Transaction Documents or any of the Founders’ respective employment agreements) made by the Indemnified Party in accordance with Clause 5.5 above shall be capped at an amount equal to 50% (fifty percent) of the fair market value of the Founders’ shareholding in the Company based on the valuation of the Company determined by an independent valuer approved by the Investors at the time of such Claims, provided however that the Founders’ liability shall not exceed the Subscription Amount for Claims other than Claims arising out of fraud, gross negligence, or wilful misconduct by the Company or the Founders under the Transaction Documents or any of the Founders’ respective employment agreements. The Founders shall, subject to the transfer restrictions contained in the Shareholders’ Agreement, have the right but not the obligation to fulfil their indemnity obligations under this Agreement by disposing off the Shares held by such Founder(s). It is clarified herein that the personal assets of the Founders shall not be attached for fulfilling the indemnity obligations of the Founders under this Agreement.

Limitation on Liability of the Founders. Notwithstanding anything contained in this Agreement, the maximum aggregate liability of the Founders for all Claims (other than Claims arising out of fraud, gross negligence, or wilful misconduct by the Company or the Founders under the Transaction Documents or any of the Founders’ respective employment agreements) made by the Indemnified Party in accordance with Clause 5.5 above shall be capped at an amount equal to 50% (fifty percent) of the fair market value of the Founders’ shareholding in the Company based on the valuation of the Company determined by an independent valuer approved by the Investors at the time of such Claims, provided however that the Founders’ liability shall not exceed the Subscription Amount for Claims other than Claims arising out of fraud, gross negligence, or wilful misconduct by the Company or the Founders under the Transaction Documents or any of the Founders’ respective employment agreements. The Founders shall, subject to the transfer restrictions contained in the Shareholders’ Agreement, have the right but not the obligation to fulfil their indemnity obligations under this Agreement by disposing off of the Shares held by such Founder(s). It is clarified herein that the personal assets of the Founders shall not be attached for fulfilling the indemnity obligations of the Founders under this Agreement.

Limitation on Liability of the Founders. Notwithstanding anything contained in this Agreement, the maximum aggregate liability of the Founders for all Claims (other than Claims arising out of fraud, gross negligence, or wilful misconduct by the Company or the Founders under the Transaction Documents or any of the Founders’ Founder’s respective employment agreements) made by the Indemnified Party in accordance with Clause 5.5 above shall be capped at an amount equal to 50% (fifty percent) of the fair market value of the Founders’ Founder’s shareholding in the Company based on the valuation of the Company determined by an independent valuer approved by the Investors at the time of such Claims, provided however that the Founders’ Founder’s liability shall not exceed the Subscription Amount for Claims other than Claims arising out of fraud, gross negligence, or wilful misconduct by the Company or the Founders under the Transaction Documents or any of the Founders’ Founder’s respective employment agreements. The Founders shall, subject to the transfer restrictions contained in the Shareholders’ Agreement, have the right but not the obligation to fulfil their indemnity obligations under this Agreement by disposing off the Shares held by such Founder(s). It is clarified herein that the personal assets of the Founders shall not be attached for fulfilling the indemnity obligations of the Founders under this Agreement.

Limitation on Liability of the Founders. Notwithstanding anything contained in this Agreement, the maximum aggregate liability of the Founders for all Claims (other than Claims arising out of fraud, gross negligence, or wilful misconduct by the Company or the Founders under the Transaction Documents or any of the Founders’ respective employment agreements) made by the Indemnified Party in accordance with Clause 5.5 above shall be capped at an amount equal to 50% (fifty percent) of the fair market value of the Founders’ shareholding in the Company based on the valuation of the Company determined by an independent valuer approved by the Investors Investor at the time of such Claims, provided however that the Founders’ liability shall not exceed the Subscription Amount for Claims other than Claims arising out of fraud, gross negligence, or wilful misconduct by the Company or the Founders under the Transaction Documents or any of the Founders’ respective employment agreements. The Founders shall, subject to the transfer restrictions contained in the Shareholders’ Agreement, have the right but not the obligation to fulfil their indemnity obligations under this Agreement by disposing off the Shares held by such Founder(s). It is clarified herein that the personal assets of the Founders shall not be attached for fulfilling the indemnity obligations of the Founders under this Agreement.