Maximum Indemnification Amount. The indemnification obligations ------------------------------ of the Shareholders under this Article VI shall be limited, in the aggregate, to $8,000,000 (the "Maximum Indemnification Amount"); provided, however, that the ------------------------------ -------- ------- Maximum Indemnification Amount limitation shall not apply with respect to any breaches of representations, warranties or covenants contained in Sections 2.2 (Capital Stock of the Company), 2.22 (Brokers) or 2.26 (No Undisclosed Liabilities, but only to the extent that the Company or the Shareholders had knowledge of such undisclosed liabilities).
Maximum Indemnification Amount. The aggregate indemnification obligations of the Shareholders under this Agreement shall be limited to no more than $1,500,000 (the "Maximum Indemnification Amount"); provided, however, such limitation shall not apply to indemnification obligations resulting from breaches of representations, warranties or covenants under Sections 3.1(a), 3.1(b), 3.1(c), 3.1(g) or 3.1(l) or from fraud or willful misconduct by the Shareholders.
Maximum Indemnification Amount. The maximum amount of indemnifiable Losses which may be recovered from either the Seller Indemnifying Parties or the Purchaser Indemnifying Parties, in the aggregate, arising out of or resulting from the causes set forth in Section 8.02 or 8.03, as the case may be, shall be an amount equal to *** (the "Maximum Indemnification Amount").
Maximum Indemnification Amount. Notwithstanding anything in this Agreement to the contrary, in no event shall either Sellers’ or Buyers’ obligation to indemnify the other exceed the Purchase Price in the aggregate.
Maximum Indemnification Amount. The indemnification obligations of the Seller under this Article VI shall be limited to $7,500,000 in the aggregate (the "Maximum Indemnification Amount"), provided, however that (i) the indemnification obligations of the Seller with respect to (x) any breaches of representations and warranties contained in Sections 2.2 (Capital Stock of the Company), 2.22 (Brokers), 2.26 (No Undisclosed Liabilities, but only to the extent that the Seller's Executives (as defined in Section 8.7 hereof) had knowledge of such undisclosed liabilities) and (y) any breaches by the Seller of a covenant contained herein (the "Cap Exceptions") shall not be subject to such limitation and (ii) no payment by the Seller arising as a result of any of the Cap Exceptions shall be applied towards the Maximum Indemnification Amount.
Maximum Indemnification Amount. The maximum aggregate indemnification amount that shall be due from Seller to MAXIMUS, on the one hand, and from MAXIMUS to Seller, on the other hand, for any Losses (other than Tax Losses or Unlimited Losses), shall not in any event exceed the Purchase Price. The foregoing limitations on the liability of Seller to MAXIMUS and of MAXIMUS to Seller are not intended to limit a party's liability to another party to the extent a party has a cause of action against another party hereto which is based on events unrelated to this Agreement and the transactions contemplated hereby.
Maximum Indemnification Amount. Absent fraud and except with respect to the indemnification obligations set forth in clause (ii) of Section 9.2(a), the maximum aggregate indemnification amount that shall be due from any indemnifying party pursuant to the indemnification obligations set forth in Sections 9.2 or 9.3 hereof, as applicable, shall not exceed the Purchase Price.
Maximum Indemnification Amount. The maximum aggregate indemnification amount that shall be due from the Stockholder to Maximus, on the one hand, and from Maximus to the Stockholder, on the other hand, for any Losses including Tax Losses (other than Unlimited Losses, as defined in Section 8.5.5), shall not in any event exceed the Escrow Amount or, subsequent to the distribution of the Escrowed Property and the termination of the Escrow Agreement, the dollar amount equal to the dollar value of the Escrow Amount, less any amounts previously paid under the Escrow Agreement.
Maximum Indemnification Amount. The maximum aggregate indemnification amount that shall be due from SCB or TMR to MAXIMUS, on the one hand, and from MAXIMUS to SCB or TMR, on the other hand, for any Losses (other than Tax Losses and Unlimited Losses), shall not in any event exceed $5,000,000. The foregoing limitations on the liability of SCB and TMR to MAXIMUS and of MAXIMUS to SCB and TMR are not intended to limit a party's liability to another party to the extent a party has a cause of action against another party hereto which is based on events unrelated to this Agreement and the transactions contemplated hereby.
Maximum Indemnification Amount. The maximum aggregate indemnification amount that shall be due from an Indemnifying Party for Damages pursuant to Sections 7(b)(ii) and 7(c)(ii), as applicable, shall not exceed the Purchase Price.
