Maximum Amount of Indemnification. Notwithstanding anything contained in this Agreement to the contrary, but subject in all respects to Section 9.4(c), below, in no event shall the Seller’s aggregate obligation to provide indemnification for Losses under Section 9.1(a), above, exceed Ten percent (10%) of the Base Purchase Price, that is Three Million One Hundred Thousand Dollars ($3,100,000).
Maximum Amount of Indemnification. In no event shall the --------------------------------- aggregate liability of the Sellers with respect to all claims of indemnification under Paragraph 10.1, above, exceed the aggregate amount of [ ] (the "Cap Amount").
Maximum Amount of Indemnification. The maximum amount payable to Chesapeake by the Shareholders in the aggregate pursuant to this Section 9.2 shall be $500,000 and the maximum amount payable by each Shareholder shall be such Shareholder's proportionate ownership percentage of the outstanding Xeron Common Stock immediately prior to the Merger multiplied by $500,000. The maximum amount payable to the Shareholders, in the aggregate, by Chesapeake pursuant to this Section 9.2, shall be $500,000. Notwithstanding the foregoing provisions, the respective maximum amounts shall not be applicable to amounts owed arising out of the knowing, fraudulent or intentional breach of any provision of this Agreement by an Indemnifying Party. Furthermore, in no event shall Chesapeake be obligated to pay the Shareholders any indemnification if the market price of Chesapeake Common Stock for the last day of the preceding month end is $17 per share or above, as adjusted for stock splits, stock dividends and similar events.
Maximum Amount of Indemnification. Subject to Section 10.4(e) below, in no event shall the Sellers’ obligation to provide indemnification for Losses under Section 10.1(a), above, exceed, in the aggregate, the Indemnification Limit.
Maximum Amount of Indemnification. (i) The aggregate amount of Losses in respect of all indemnification claims under Section 8.2(b)(i) for which the Buyer Indemnitees can recover from a Vendor shall not exceed such Vendor’s Adjusted Pro-Rata Portion of One Million One Hundred Thousand Canadian Dollars (CAD$1,100,000).
(ii) The aggregate amount of Losses in respect of all indemnification claims under Section 8.2(c) for which the Buyer Indemnitees can recover from a Vendor shall not exceed such Vendor’s Adjusted Pro-Rata Portion of Four Million Canadian Dollars (CAD$4,000,000).
(iii) The aggregate amount of Losses in respect of all indemnification claims under Section 8.2(a), Section 8.2(b)(ii), Section 8.2(d) or in respect of an inaccuracy or breach of a representation that constitutes Fraud for which the Buyer Indemnified Parties can recover from each Vendor shall not exceed the aggregate portion of the Purchase Price actually received by such Vendor pursuant to this Agreement; provided that this limitation shall be cumulative with Section 8.4(b)(i) and Section 8.4(b)(ii) such that the aggregate amount of Losses in respect of all indemnification claims for which the Buyer Indemnitees can recover from a Vendor shall not exceed the aggregate portion of the Purchase Price actually received by such Vendor pursuant to this Agreement (for greater certainty, net of any indemnification claims, Retention Escrow Amount or Earnout Escrow Amount previously received by the Buyer).
Maximum Amount of Indemnification. (a) Except with respect to Claims (i) for breaches of the warranties or representations contained in Paragraph 4.1, or (ii) for breaches of the warranties or representations contained in Paragraph 4.2.21 or for Deemed Environmental Breaches (as to both of which the limits in Paragraph 9.5.2(b), shall apply), in no event shall: (A) the aggregate liability of all of the Sellers with respect to all Claims of indemnification by the Buyer exceed the aggregate amount of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00), (the "Cap Amount"), and (B) the liability of any Seller with respect to all Claims of indemnification exceed the product of the Cap Amount and the percentage set forth opposite such Seller's name on Schedule 1 attached hereto.
(b) With respect to any Claim based upon breaches of the warranties or representations contained in Paragraph 4.2.21 or a Deemed Environmental Breach, the following shall apply: (i) the Sellers shall be responsible for providing indemnification to the Buyer under this Article IX, subject to the Environmental Basket Amount, in an amount equal to fifty percent (50%) of the amount of the Buyer's Claims for breach of such warranty or representation or Deemed Environmental Breach until the aggregate liability of the Sellers for breach of such warranty or representation or Deemed Environmental Breach equals Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00), at which time the Sellers shall have no further liability for breach of such warranty or representation or Deemed Environmental Breach; and (ii) each Seller shall be responsible for an amount equal to the product of the liability of all Sellers under clause (i), above, and the percentage set forth opposite such Seller's name on Schedule 1 attached hereto.
(c) Subject to the limitations in Paragraphs 9.5.2(a) and 9.5.2(b), the liability of any Seller with respect to any individual Claim of indemnification shall in no event exceed an amount equal to the product of the amount of such Claim and the percentage set forth opposite such Seller's name on Schedule 1 attached hereto.
Maximum Amount of Indemnification. Except in the case of Fraud, the sum of all Buyer Losses for which indemnification is payable by the Seller Indemnifying Persons under this Article VII shall not exceed the Escrow Amount (the “Cap”); provided, however, with respect to (A) breaches of Fundamental Representations and (B) claims for Excluded Liabilities, the sum of all Buyer Losses for which indemnification is payable by the Seller Indemnifying Persons with respect to clauses (A) and (B) of this Section 7.5(a)(ii) shall not exceed the total amount available pursuant to the setoff under Section 7.6.
Maximum Amount of Indemnification. Except in the case of Fraud or for a claim for payment of the Contingent Consideration, the sum of all Seller Losses for which indemnification is payable by the Buyer Indemnifying Persons under this Article VII shall not exceed the Cap; provided, however, with respect to (A) breaches of Fundamental Representations and (B) claims for Assumed Liabilities, the sum of all Seller Losses for which indemnification is payable by the Buyer Indemnifying Parties with respect to clauses (A) and (B) of this Section 7.5(b)(ii) shall not exceed an amount equal to the Contingent Consideration.
Maximum Amount of Indemnification. Except with respect to --------------------------------- claims for breaches of representations or warranties which arise as a result of a Sellers Fraud Claim or those representations or warranties contained in Section V or Section 6.16 (Taxes) for which there shall be no limit, in no event shall the aggregate liability of Sellers with respect to all claims of indemnification by Parent and Newco exceed the aggregate amount of Fifty Million Dollars ($50,000,000); provided, however, that in no event shall the aggregate liability of any individual Seller with respect to all claims of indemnification by Parent and Newco exceed the aggregate value, as of the date hereof (and based on a price per share of Parent Common Stock of $55.66), of the Merger Consideration received by such Seller.
Maximum Amount of Indemnification. Except with respect to --------------------------------- claims for breaches of representations or warranties which arise as a result of a Parent Fraud Claim for which there shall be no limit, in no event shall the aggregate liability of Parent and Newco with respect to all claims of indemnification by Sellers exceed the aggregate amount of Fifty Million Dollars ($50,000,000).
