Maximum Indemnity. Seller’s aggregate liability under Section 5.2(a), Sections 10.2(a)(i) and (iii) of the Asset Purchase Agreement and in respect of any breach of any agreement, covenant or obligation set forth in Section 6.4 of the Asset Purchase Agreement for all claims for Damages incurred by Buyer (and its Representatives and Affiliates) shall not in any event exceed an accumulated total of twenty percent (20%) of the Aggregate Consideration.
Maximum Indemnity. Masimo's obligation for damages under Section 8.1 shall not exceed the sum of (i) the total of all amounts paid under this Agreement by Datascope to Masimo. Notwithstanding Section 8.1, Masimo shall not have the right to settle claims in a way that would obligate Datascope to pay damages, unless consented to by Datascope. At any point during the defense of any claim against Datascope, Masimo shall have the option of paying to Datascope its maximum indemnity obligation under the first sentence of this Section and will then have no further obligation to defend the claim.
Maximum Indemnity. Neither any Seller nor any Owner shall be required to indemnify Buyer Indemnitees for Losses under Section 8.2(a) in an aggregate amount greater than the Cap. Neither Buyer shall be required to indemnify Seller Indemnitees for Losses under Section 8.3(a) in an aggregate amount greater than the Cap.
Maximum Indemnity. The maximum indemnification obligations of the Indemnifying Parties pursuant to Section 6.1 shall be the Holdback Amount. The maximum indemnification obligations of the Indemnifying Party pursuant to Section 6.2 shall be $94,000,000.
Maximum Indemnity. Seller’s aggregate liability under Section 13.2(a) for all claims for Losses incurred by Purchaser (and its Representatives and Affiliates) shall not in any event exceed an accumulated total of $15,000,000; and the aggregate liability of any Guarantor under Section 13.2(a) for all claims for Losses incurred by Purchaser (and its Representatives and Affiliates) shall not in any event exceed an accumulated total of $5,000,000.
Maximum Indemnity. Seller’s aggregate liability under Sections 12.2(a) for all claims for Losses incurred by Purchaser (and its Representatives and Affiliates) shall not in any event exceed the Closing Date Cash Payment.
Maximum Indemnity. In no event shall the liability of either party under this Article 8 exceed the Purchase Price (the “Maximum Indemnity”); provided that this limitation shall not apply to breaches of the first sentence of Section 4.18 (Intellectual Property Assets) hereof.
Maximum Indemnity. Seller shall not be required to indemnify Buyer Indemnitees under Section 6.2(i) or 6.2(ii) in an aggregate amount greater than $23,000,000 (the "Cap"). Notwithstanding the foregoing or any provision of this Agreement to the contrary, the Cap shall not limit, restrict or otherwise affect Seller's retention of responsibility for all Retained Liabilities or Buyer's (or any Buyer Indemnitee's) right to indemnification from Seller (or the Company's guaranty of Seller's indemnification obligations pursuant to Section 7.13) in respect of any Retained Liability; provided, that to the extent any claim for indemnity is determined to relate to both a Breach to which the Cap applies and a claim in respect of a Retained Liability, then Seller's obligation in respect of such Retained Liability and any claim for indemnity related thereto shall not be subject to the Cap. Buyer shall not be required to indemnify Seller Indemnitees under this Section 6.3(i) or 6.3(ii) in an amount greater than the Cap.
Maximum Indemnity. Except as expressly provided otherwise in the ----------------- Escrow Agreement, in no event shall the aggregate liability of the Stockholders under this Article 10 exceed the shares of Parent Common Stock and cash held in Escrow (the "Maximum Indemnity").
Maximum Indemnity. In no event shall the liability of iBill ----------------- and iBill Corp. under this Article 9 exceed an aggregate of $16,800,000 (the "Maximum Indemnity"). Claims against the Sellers for Losses based on Excluded Liabilities under Section 9.1.3 (except for Losses based upon Sections 2.2.1, 2.2.5 and 2.2.9, which shall be subject to the Maximum Indemnity) or for which indemnification may be sought under Section 9.1.6 shall not be subject to any indemnification limit, including the Maximum Indemnity, and shall not count against the Maximum Indemnity. To the extent claims against the Sellers for Losses arising under Section 9.1.2 are satisfied by funds retained in the Special Escrow (or outside of the Special Escrow as provided in Section 9.9) established to address Losses arising as a result of matters set forth in Section 9.1.2, such Losses shall not count against the Maximum Indemnity.
