Maximum Indemnity Amount Sample Clauses

Maximum Indemnity Amount. In no event shall the amount for which Sellers (individually or together) or Buyers and Pure Fishing (individually or together) shall be liable as Indemnity Obligors hereunder exceed, in the aggregate, Four Million Four Hundred Thousand and No/100 Dollars ($4,400,000.00) (the “Cap”) other than for any breaches of Sections 8.1(a)(ii) and (iii), 8.1(b)(ii) and (iii) and 8.2(b), (c), and (d); provided that the liability of the Sellers with respect to any Losses suffered by the Buyer Indemnitees as a result of any facts or circumstances which constitute a breach of any representation or warranty described in Sections 3.5, 3.11, 3.13, 3.14(a), 4.5(b), 4.6(b) (provided that if Sellers are unable to transfer any RA Brands Purchased Asset to Buyers or if Sellers are unable to transfer any RA Brands Purchased Assets to Buyers free and clear of all Liens, in each case as a result of a breach of Section 4.6(a) hereof, then any Loss resulting from such breach of Section 4.6(a) shall also not be subject to the Cap), 4.9 or 4.10 shall not be subject to the Cap, provided further, in no event shall the aggregate amount for which Sellers (individually or together) or Buyers (individually or together) shall be liable as an Indemnity Obligor hereunder exceed, in the aggregate, the Purchase Price.

Maximum Indemnity Amount. Notwithstanding any other provision hereof, an Indemnified Party may recover the amount of any Loss from the Indemnity Obligator only if (but not only to the extent that) the amount of the Loss, when added to all other Losses incurred by the Indemnified Party, shall exceed $100,000. The liabilities of each Company Stockholder hereunder as an Indemnity Obligor shall further be limited to that portion of the Merger Consideration attributable to such Company Stockholder by virtue of the shares of Company Common Stock and Company Preferred Stock held by such Company Stockholder that is held in escrow pursuant to the terms of the Escrow Agreement. In the event that Acquiror or the Surviving Corporation shall suffer a Loss subject to indemnity hereunder by the Company Stockholders, and Acquiror or the Surviving Corporation shall deliver a notice thereof as provided in Section 8.4 to the Stockholders' Representative and the Escrow Agent, such Indemnified Party shall be entitled to recover up to the full amount of such Loss from the portion of the Merger Consideration held pursuant to the Escrow Agreement, subject to the terms thereof.

Maximum Indemnity Amount. Save and except as provided herein, in no ------------------------ event shall the aggregate amount for which Warranting Shareholders shall be liable as Indemnity Obligors under Section 10.1(a) exceed ten percent of the Final Purchase Price, except for (i) claims resulting from an inaccuracy, ------ misrepresentation or breach of the representations and warranties made in Sections 2.1, 2.3, 2.4, 3.1, 3.2, 3.5, 3.21, 3.29, 4.1, 4.2, or 4.6, as to which there shall be no limit (ii) claims based upon fraud, as to which there shall be no limit or (iii) claims based upon Section 3.22, under which the aggregate amount for which Warranting Shareholders shall be liable as Indemnity Obligors shall not exceed thirty percent of the Final Purchase Price. The amount for which Warranting Shareholders shall be liable as Indemnity Obligors pursuant to claims made under Section 10.1(c), when aggregated with claims referred to in Clause (iii) of the foregoing sentence, shall not exceed thirty percent of the Final Purchase Price.

Maximum Indemnity Amount. In no event shall the aggregate amount for which Seller or IQE shall be liable as an Indemnity Obligor hereunder exceed $3,000,000; provided, however, that this Section 8.8 shall not apply to breaches of the Fundamental Reps.

Maximum Indemnity Amount. Under no circumstances shall Seller or Zonagen be required to indemnify and hold harmless the Purchaser Indemnified Parties under this Agreement with respect to Losses or Expenses incurred by the Purchaser Indemnified Parties (other than in respect of Excluded Liabilities or Taxes) in an aggregate amount in excess of $250,000 (the "Maximum Indemnity Amount"). Notwithstanding anything herein to the contrary, (i) the amount of Losses, Expenses and Taxes indemnifiable by Seller and Zonagen hereunder shall be reduced by the amount of (a) insurance proceeds, or (b) amounts from third parties, regardless of when received, and (ii) the Seller and Zonagen shall not have liability for punitive or exemplary damages. Except for (i) remedies that cannot be waived as a matter of law and (ii) remedies set forth in any agreement, instrument or document being or to be executed and delivered by Purchaser, Zonagen or Seller under this Agreement or in connection herewith on the Closing Date, this Article VIII shall be the exclusive remedy of Purchaser for any breach of any representation or warranty, or any breach of any covenant or agreement contained herein or in any closing document executed or delivered pursuant to the provisions hereof.

Maximum Indemnity Amount. Notwithstanding any other provision hereof, an Indemnified Party may recover the amount of any Loss from the Indemnity Obligor only if (but not only to the extent that) the amount of the Loss, when added to all other Losses incurred by the Indemnified Party, shall exceed $250,000. Notwithstanding the foregoing, in no event shall the aggregate amount for which an Indemnity Obligor shall be liable to an Indemnified Party hereunder exceed ten percent (10%) of the Aggregate Earn-Out Consideration.