Maximum Claims. The Customer may not make more than one claim under clause 18.2 in any one 12 month period.
Maximum Claims. (i) The maximum aggregate amount and the sole and exclusive source of recovery in respect of indemnifiable Losses that may be recovered by the Buyer Indemnified Persons from the Sellers arising out of or relating to the causes set forth in Section 8.2(a) shall be the amount of the Indemnity Escrow Amount;
(ii) The maximum aggregate amount and the sole and exclusive source of recovery in respect of indemnifiable Losses that may be recovered by the Buyer Indemnified Persons from the Sellers arising out of or relating to the causes set forth in Section 8.2(b) and (c) shall be the amount of the Adjustment Escrow Amount plus, following the exhaustion or distribution in accordance with the terms of this Agreement of all amounts available under the Adjustment Escrow Fund, the amount remaining, at any given time, in the Indemnity Escrow Fund; and
(iii) The maximum aggregate amount of indemnifiable Losses that may be recovered by the Seller Indemnified Persons from the Buyer, arising out of or relating to the causes set forth in Section 8.3, shall be an amount equal to $14,000,000; provided that the foregoing clauses (i), (ii) and (iii) shall not apply to Losses arising out of or relating to fraud or criminal actions; provided further, that, the foregoing clauses (i) and (ii) shall not apply to Losses arising under the representations and warranties of the Sellers contained in the Stockholder Consent. For the avoidance of doubt, except with respect to (x) Losses arising out of or relating to fraud or criminal actions of such Seller or (y) obligations of such Seller contained in the applicable Stockholder Consent, in no event shall any Seller be directly liable to the Buyer Indemnified Persons under this Agreement under any circumstances, and upon the final release of all funds from the Adjustment Escrow Fund and the Indemnity Escrow Fund, the Buyer Indemnified Persons shall have no further recourse (directly or indirectly) against the Sellers, their respective Affiliates or any of their assets, properties or businesses. In furtherance of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, in no event shall any Seller be liable (other than with respect to fraud or criminal conduct by such Seller) under any Transaction Document or under the Stockholder Consent for an amount in excess of the amount actually received by such Seller in connection with the Transactions contemplated under this Agreement.
Maximum Claims. Where there have been breaches of the Warranties, then (subject to clause 5.1) the Buyer shall not be entitled to recover under the Warranties in respect of such breaches or Claims more than US$2,178,000 in total (inclusive of all validly evidenced legal, professional and other costs and expenses reasonably incurred by the Buyer or any Group Company in connection with such breaches or Claims).
Maximum Claims. 1.4.1 in respect of a claim for breach of any of the Title and Capacity Warranties, to the extent that the total aggregate amount of the liability of the relevant Seller against whom the claim has been made for all claims made against him/her/it under this Agreement (including for breach of Warranty) would exceed (in the case of each Non-Employee Seller) the total Non-Employee Seller Cash Consideration received by him/her/it in respect of his/her/its Shares or (in the case of each Employee Seller) the total Employee Seller Cash Consideration received by him/her/it in respect of his/her/its Shares;
1.4.2 in respect of a claim for breach of any of the Management Warranties, without prejudice to the final two sentences of this paragraph 1.4.2, to the extent that the total aggregate amount of the liability of the relevant Warrantor in respect of all claims made against him/her for breaches of the Management Warranties would exceed the amount set out against his/her name below:
(i) MEA Xxxxxxxxx $ 985,978
(ii) CNR Xxxxx $1,050,777 (iii) ND Xxxxxxx $ 282,833
Maximum Claims. In respect of any claim to the extent that the aggregate amount of the liability of the Vendor for that claim together with all other claims made under this Agreement would exceed an amount equal to the aggregate of the Completion Amount and the amount re-paid to the Vendor in accordance with Clause 4;
Maximum Claims. Toll Rail’s liability in respect of any Warranty Claim or Claims shall be limited to $30,000,000.
Maximum Claims. Subject to Section 10.5, the aggregate liability of the Company for all Claims (including claims for breach of a Fundamental Warranty) shall not exceed the Subscription Price under this Agreement.
Maximum Claims. The Buyer shall not be entitled to recover under the Warranties and the Tax Covenant any sum in excess of $25 million in the aggregate. Any payment made in respect of a claim under the Warranties shall be made in Buyer Stock or, to the extent that the Buyer Stock held by the Sellers (including, without limitation, Buyer Stock held in escrow pursuant to the Escrow Agreement) is insufficient to satisfy such claim, in cash. If such payment is made in Buyer Stock, the value of the Buyer Stock shall be the closing price of the Buyer Stock on the NASDAQ on the Completion Date. Each Seller shall only be liable for his Appropriate Proportion of any claim made by the Buyer in respect of any breach of the Warranties or under the Tax Covenant and, in this Article, the expression "Appropriate Proportion" means the proportion which the Shares to be sold by the Seller hereunder bear to the total Shares to be sold under this Agreement.
Maximum Claims. The Retransfer Sellers shall not be liable in respect of any Specified Claim to the extent that the aggregate amount of the liability of the Retransfer Sellers would exceed the amount of CHF 47,000,000 in the case of any Specified Claim under any Core A&H Warranty or CHF 28,200,000 in all other cases, provided that for the avoidance of doubt in no circumstances shall such aggregate liability of the Retransfer Sellers exceed the amount of CHF 47,000,000.
Maximum Claims. Where there have been breaches of the Warranties or Claims have arisen under the Tax Deed, then (subject to clause 5.1) the Buyer shall not be entitled to recover under the Warranties and the Tax Deed in respect of such breaches or Claims more than £42,800,000 plus such additional amounts as are paid or become payable under the B Loan Notes, and/or the Retention Loan Notes and/or the Consideration Loan Notes subject to an aggregate cap of £50,000,000.
