Maximum Liability and Remedies. Except for fraud, the rights of ------------------------------ Parent to make claims upon the Escrow Fund in accordance with this Article VIII shall be the sole and exclusive remedy of Parent and the Surviving Corporation after the Closing with respect to any representation, warranty, covenant or agreement made by Company under this Agreement and no former shareholder, option holder, warrant holder, director, officer, employee or agent of Company shall have any personal liability to Parent or the Surviving Corporation after the Closing in connection with the Merger.
Maximum Liability and Remedies. Except for intentional fraud and willful misconduct, the rights of Parent to make claims upon the Escrow Fund in accordance with this Article VIII shall be the sole and exclusive remedy of Parent and the Surviving Corporation after the Closing with respect to any representation, warranty, covenant or agreement made by Company under this Agreement (or in any certificate, instrument, schedule, statement or document delivered in connection with the Merger) and no former shareholder, option holder, warrant holder, director, officer, employee or agent of Company shall have any personal liability to Parent or the Surviving Corporation after the Closing in connection with the Merger.
Maximum Liability and Remedies. Except for intentional fraud and ------------------------------ willful misconduct, the rights of the Parent to make claims upon the Escrow Fund in accordance with this Article VII shall be the sole and exclusive remedy of Parent and the Surviving Corporation after the Closing with respect to any representation, warranty, covenant or agreement made by Company under this Agreement and no former stockholder, optionholder, warrantholder, director, officer, employee or agent of Company shall have any personal liability to Parent or the Surviving Corporation after the Closing in connection with the Merger.
Maximum Liability and Remedies. The rights of the Acquiror to ------------------------------ make claims upon the Escrow Fund in accordance with this Article VIII shall be the sole and exclusive remedy of Acquiror and the Surviving Corporation after the Closing with respect to any representation, warranty, covenant or agreement made by Target under this Agreement and no former stockholders, optionholder, warrantholder, director, officer, employee or agent of Target shall have any personal liability to Acquiror or the Surviving Corporation after the Closing in connection with the Merger; provided, however, that nothing herein limits any potential remedies of Acquiror or the Surviving Corporation, arising under applicable state and federal laws with respect to any intentional or fraudulent breaches of the representations, warranties or covenants of Target made in or pursuant to this Agreement. Nothing in this Agreement shall limit the liability (i) of Target for any breach of any representation, warranty or covenant if the Merger does not close, or (ii) of any Target Stockholders in connection with any breach by such stockholders of the Irrevocable Proxies.
Maximum Liability and Remedies. The liability of any Former Target Stockholder for damages under this Article VIII shall be several and not joint, and any assertion of Damages against any Former Target Stockholder may only be made pro rata based on the percentage of Escrow Shares attributable to each Former Target Stockholder as set forth on the Escrow Allocation and shall be the sole and exclusive remedy of Acquiror and the Surviving Corporation after the Closing with respect to any representation, warranty, covenant or agreement made by Target under this Agreement and no former stockholder, optionholder, warrantholder, director, officer, employee or agent of Target shall have any personal liability to Acquiror or the Surviving Corporation after the Closing in connection with the Merger; provided, however, that nothing herein limits any potential remedies and liabilities of Acquiror or the Surviving Corporation, arising under applicable state and federal laws against any security holder, director, officer, employee or agent of Target with respect to that person's commission of fraud.
Maximum Liability and Remedies. Except for intentional fraud or the failure of any representation or warranty set forth in Section 2.3 of this Agreement to be true and accurate, (i) the rights of Parent to make claims upon the Escrow Fund in accordance with this Article VII shall be the sole and exclusive remedy of Parent and the Surviving Corporation after the Closing with respect to any representation, warranty, covenant or obligation made by the Company under this Agreement and (ii) no current or former stockholder, option holder, warrant holder, director, officer, employee or agent of the Company shall have any personal liability to Parent or the Surviving Corporation after the Closing in connection with the Merger.
Maximum Liability and Remedies. If the Closing occurs, except for ------------------------------ remedies based upon fraud and except for equitable remedies (including temporary restraining orders, injunctive relief and specific performance), the rights of an Indemnitee to make claims on the Escrow Shares pursuant to this Agreement shall be the sole and exclusive remedy of an Indemnitee with respect to any breach of a representation, warranty, covenant or agreement under the Merger Agreement.
Maximum Liability and Remedies. Notwithstanding anything to the contrary herein, in the event the Merger occurs, the aggregate liability of the Former Target Stockholders for Damages shall not exceed the Escrow Shares, and the rights of the Acquiror to make claims upon the Escrow Shares in the Escrow Fund in accordance with this Article VIII shall be the sole and exclusive remedy of Acquiror and the Surviving Corporation after the Closing with respect to any representation, warranty, covenant or agreement made by Target or any Target Stockholder under this Agreement and no former stockholder, optionholder, warrantholder, director, officer, employee or agent of Target shall have any personal liability to Acquiror or the Surviving Corporation after the Closing in connection with the Merger; provided, however, that nothing herein limits any potential remedies (at law, in equity or otherwise) and liabilities of Acquiror or the Surviving Corporation, arising under applicable state and federal laws with respect to any intentional or
Maximum Liability and Remedies. The right of NET to reduce the number of shares of NET Common Stock otherwise issuable after the Effective Time pursuant to section 1.7 in accordance with section 7.5 shall be the sole and exclusive remedies of NET after the Effective Time with respect to any breach of warranty or misrepresentation under this agreement and no former stockholder, option holder, warrant holder, director, officer, employee or agent of Invino shall have any personal liability to NET under this agreement after the Effective Time for breach of warranty or misrepresentation. Notwithstanding anything to the contrary in this agreement, the Stockholders shall have no liability for indemnification for breach of warranty or misrepresentation pursuant to this section 7, until the aggregate losses to NET exceed $100,000 (the "Deductible"), at which point the Stockholders shall be liable for all losses in excess of the Deductible amount; provided, however, that the maximum aggregate liability of the Stockholders under this section 7 for breach of warranty and misrepresentation shall not exceed $800,000 (the "Maximum Indemnification"); and provided further, however, that, with respect to indemnification for breach of warranty or misrepresentation under the Exception Provisions, neither the Deductible nor the Maximum Indemnification limitation shall apply.
Maximum Liability and Remedies. The rights of the Acquiror to make claims upon the Escrow Fund in accordance with this Article VIII shall be the sole and exclusive remedy of Acquiror after the Closing with respect to any representation, warranty, covenant or agreement made by Target under this Agreement and no former shareholder, optionholder, warrantholder, director, officer, employee or agent of Target shall have any personal liability to Acquiror or the Surviving Corporation after the Closing in connection with the Merger; provided, however, that nothing herein limits any potential remedies and liabilities of Acquiror or the Surviving Corporation, arising under applicable state and federal laws with respect to any intentional or fraudulent breaches of the representations, warranties or covenants of Target made in or pursuant to this Agreement. Nothing in this Agreement shall limit the liability (i) of Target or Acquiror for any breach of any representation, warranty or covenant if the Merger does not close, or (ii) of any Former Target Shareholder in connection with any breach by such shareholder of the Stockholders Agreement, Irrevocable Proxy or tax representation certificate(s) delivered in connection with the tax opinions to be rendered pursuant to Section 6.1(d).
