Limitations on Indemnification for Breaches of Representations and Warranties. Notwithstanding anything contained in this Agreement to the contrary, (a) the individual liability of the SURGE Shareholders under Section 11.2 for any liability arising as a result of the failure of Shareholders representations and warranties to be true and correct or arising for any other reason under Section 11.2, shall not exceed the number of shares received by the shareholder at Closing multiplied by the price of the shares ($0.25) on the day this Agreement is signed (the “Closing Value”) and (b) the aggregate liability of Boundless and its affiliates under Section 11.2 for any liability arising as a result of the failure of Boundless’ representations and warranties to be true and correct, shall not exceed the Closing Value (the “Boundless Cap”).
Appears in 2 contracts
Samples: Merger Agreement (Surge Technologies Corp), Merger Agreement (Surge Technologies Corp)
Limitations on Indemnification for Breaches of Representations and Warranties. Notwithstanding anything contained in this Agreement to the contrary, (a) the individual liability of the SURGE Shareholders under Section 11.2 8.2 for any liability arising as a result of the failure of Shareholders representations and warranties to be true and correct or arising for any other reason under Section 11.28.2, shall not exceed the number of shares received by the shareholder at Closing multiplied by the price of the shares ($0.25NASDAQ:OTC BB) on the day this Agreement is signed (the “"Closing Value”") and (b) the aggregate liability of Boundless Purchaser and its affiliates under Section 11.2 8.2 for any liability arising as a result of the failure of Boundless’ Purchaser's representations and warranties to be true and correct, shall not exceed the Closing Value (the “Boundless "Purchaser Cap”").
Appears in 1 contract
Samples: Securities Exchange Agreement (Glengarry Holdings LTD)
Limitations on Indemnification for Breaches of Representations and Warranties. Notwithstanding anything contained in this Agreement to the contrary, (a) the individual liability of the SURGE Shareholders under Section 11.2 for any liability arising as a result of the failure of Shareholders representations and warranties to be true and correct or arising for any other reason under Section 11.2, shall not exceed the number of shares received by the shareholder at Closing multiplied by the price of the shares ($0.25) on the day this Agreement is signed (the “"Closing Value”") and (b) the aggregate liability of Boundless and its affiliates under Section 11.2 for any liability arising as a result of the failure of Boundless’ ' representations and warranties to be true and correct, shall not exceed the Closing Value (the “"Boundless Cap”").
Appears in 1 contract