Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, (B) fraud or fraudulent misrepresentation with respect to representations and warranties of Seller contained in this Agreement or in any certificate delivered pursuant to this Agreement, (C) willful breaches by Seller of its covenants contained in this Agreement, and (D) Taxes referred to in Section 2.8 hereof, the maximum aggregate amount the Buyer Indemnified Parties may recover from Seller pursuant to the indemnity set forth in Section 7.2 for Losses shall be limited to $3,412,500. The maximum amount a Buyer Indemnified Party may recover from Seller in respect of Losses arising out of (A) any Excluded Liabilities, (B) fraud or fraudulent misrepresentation with respect to representations and warranties of Seller contained in this Agreement or in any certificate delivered pursuant to this Agreement, and (C) willful breaches by Seller of its covenants contained in this Agreement shall not be limited.
(b) Except with respect to (A) any Assumed Liabilities, (B) fraud or fraudulent misrepresentation with respect to representations and warranties of Parent or Buyer contained in this Agreement or in any certificate delivered pursuant to this Agreement, (C) willful breaches by either Parent or Buyer of its covenants contained in this Agreement, and (D) Taxes referred to in Section 2.8 hereof, the maximum aggregate amount that the Seller Indemnified Parties may recover from Parent and Buyer in the aggregate under the indemnity set forth in Section 7.2 for Losses shall be limited to $3,412,500. The maximum amount a Seller Indemnified Party may recover from Parent or Buyer in respect of Losses arising out of (A) any Assumed Liabilities, (B) fraud or fraudulent misrepresentation with respect to representations and warranties of Parent or Buyer contained in this Agreement or in any certificate delivered pursuant to this Agreement, and (C) willful breaches by either Parent or Buyer of its covenants contained in this Agreement shall not be limited.
(c) Without limiting the effect of any of the other limitations set forth herein, except with respect to (A) any amount Seller may be required to pay hereunder with respect to Excluded Liabilities, and (B) any amount Buyer or Parent may be required to pay hereunder with respect to Assumed Liabilities, no Indemnifying Party shall be required to make any indemnification payment hereunder until such time as the total amount of all Losses that have been suffered or incurre...
Maximum Payments; Remedy. (a) Except as set forth in Section 6.3(b) hereof, the maximum amount an Indemnified Party may recover from a Stockholder individually pursuant to the indemnity set forth in Section 6.2 hereof for Losses shall be $100,000.
(b) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of (i) the Specified Representations, or (ii) any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates or other instruments delivered pursuant to this Agreement, each Stockholder shall be liable for all such Losses, but in the case of (i) only up to the full amount of the Merger Consideration received by such Stockholder, provided further that nothing in this Agreement shall limit the liability of any Person (including any Stockholder) for any such Losses if such Person perpetrated such fraud, gross negligence or willful misconduct.
(c) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent has waived a condition to Closing.
(d) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against the Stockholders, or any of them, in the event that Parent issues more than the Merger Consideration to which the Stockholders, or any of them, are entitled pursuant to Article I of this Agreement.
Maximum Payments; Remedy. (a) Subject to Section 7.5(b) and (c), the maximum amount an -------------- --- Indemnified Party may recover from each Shareholder pursuant to the indemnity set forth in Section 7.2 hereof for Losses or for any claim whatsoever under ---------- this Agreement (except as provided in Section 7.5) shall be limited to the ----------- Escrow Fund; provided, however, that, subject to Section 7.5(b) and (c) hereof, -------------- --- in the case of Excluded Claims, payment of the Deficit, or Dissenting Share Payments, Losses shall be limited to a dollar amount equal to the Merger Cash plus the aggregate proceeds from the sale of the Merger Shares plus the market value of unsold Merger Shares, each as of the date of such claim is paid by settlement or otherwise.
(b) Nothing herein shall limit the liability of any Principal Shareholder in respect of Losses arising out actions or omissions constituting fraud under applicable law with respect to the representations, warranties and covenants contained herein ("Fraud") on the part of such Principal Shareholder. ----- Notwithstanding anything in this Article VII to the contrary, only Principal ----------- Shareholders shall be liable for Losses related to Fraud.
(c) Nothing herein shall limit the liability of the Company or the Shareholders for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if the Merger does not close as a result of such breach or inaccuracy; provided, that in the event the Merger does not close, the aggregate liability of the Company and the Shareholders shall not exceed five hundred thousand dollars ($500,000).
Maximum Payments; Remedy. From and after the Effective Time, this Article VII shall provide the sole and exclusive remedy for any and all damages or other liability sustained or incurred by the Indemnified Parties or their successors and assigns as the result of any breach of any representation, warranty or covenant contained in this Agreement or any claim of negligent misrepresentation against the Company in connection with this Agreement or the Merger. No Stockholder shall have any right to contribution from the Company for any claim made by Buyer after the Effective Time.
Maximum Payments; Remedy. (a) The Purchaser Indemnified Parties, on the one hand, or the Stockholders, on the other hand (each, an “Indemnified Party”), shall not be entitled to any recovery resulting from Section 8.2(a)(i) or Section 8.2(b)(i), respectively, until such time (if at all) as the total amount of all Losses that have been suffered or incurred by any one or more of such Indemnified Parties with respect to such matters exceeds $50,000 in the aggregate; and in such event, the Purchaser Indemnified Parties or the Stockholders, as the case may be, shall, subject to the limitations set forth in the remaining subsections of this Section 8.3, be entitled to be indemnified against and compensated and reimbursed to the extent all Losses from the first Dollar thereof; provided, that the limitations set forth in this Section 8.3(a) shall not apply to any indemnification claims relating to any breach (or an allegation that would amount to a breach in the case of a third party claim) of any representation or warranty that involves fraud or Willful Breach (including pursuant to Section 8.2(a)(iii) or Section 8.2(b)(iii)).
(b) The Purchaser Indemnified Parties’ right to indemnification pursuant to this Article VIII on account of any Losses will be reduced by all insurance of the Company or other third party indemnification or contribution proceeds actually received by the Company in respect of those Losses, net of applicable costs and expenses involved in seeking such recovery (including increases in premiums relating thereto). The applicable Purchaser Indemnified Parties shall remit to the Stockholders, for the benefit of the Stockholders, any such insurance or other third party proceeds that are paid to such Purchaser Indemnified Parties with respect to such Losses for which such Purchaser Indemnified Parties have been previously indemnified pursuant to this Article VIII.
Maximum Payments; Remedy. No claim for indemnification may be made under Article VII unless and until the aggregate amount of Losses of the Indemnified Party that may be claimed thereunder exceeds $50,000 (the “Threshold”), and once such Threshold has been reached, the Indemnifying Party shall be liable to the Indemnified Party for the amount of Losses from the first Dollar. In no event does the aggregate liability of the Indemnifying Party under Article VII exceed 100% of the value of the Exchange Shares on the Closing Date (the “Cap”). The Cap shall not apply to any Losses as a result of inaccuracies in the representations and warranties contained in Section 3.35.
Maximum Payments; Remedy. (a) Except as set forth in Sections 9.6(b) through 9.6(d) hereof, the maximum amount a Buyer Indemnified Person may recover from the Securityholders pursuant to clause (i) of Section 9.2(a) hereof shall be limited to the amounts comprising the Indemnity Escrow Fund. Except as set forth in Sections 9.6(b) through 9.6(c), the aggregate maximum amount the Seller Indemnified Persons may recover from CryoLife, Parent or Buyer pursuant to clause (i) of Section 9.2(b) shall be limited to $22,500,000.
(b) Notwithstanding Section 9.6(a) and except as set forth in Section 9.6(c): (i) the maximum amount a Buyer Indemnified Person may recover from a Securityholder (i) pursuant to clause (i) of Section 9.2(a) in respect of any breach or inaccuracy of a representation or warranty contained in any of the Fundamental Representations, or (ii) pursuant to clauses (ii) and (iii) of Section 9.2(a), shall be limited, in the aggregate, to the Pro Rata Portion of the Acquisition Consideration; and (ii) the maximum amount Seller Indemnified Persons may recover from CryoLife, Parent or Buyer (A) pursuant to clause (i) of Section 9.2(b) in respect of any breach or inaccuracy of a representation or warranty contained in Sections 6.1 (Organization, Standing and Power), 6.2 (Authority), 6.4 (Capitalization), 6.6 (No Conflict), or 6.13 (CryoLife Operational Representations) or (B) pursuant to clause (ii) of Section 9.2(b), shall be limited, in the aggregate, the amount of the Acquisition Consideration.
(c) The liability of a Securityholder in respect of Losses paid, incurred, or sustained, arising out of, resulting from, or related to the matters described in Section 9.2(a)(v) shall be limited in the aggregate, to the Pro Rata Portion amount of the Acquisition Consideration. The liability of CryoLife, Parent and Buyer in respect of Losses paid, incurred, or sustained, arising out of, resulting from, or related to the matters described in Section 9.2(b)(iii) shall be limited to an amount equal to the Acquisition Consideration.
(d) Notwithstanding Section 9.6(a) and except as set forth in Section 9.6(b), the maximum amount a Buyer Indemnified Person may recover from a Securityholder (i) pursuant to Section 9.2(a)(iv), shall be limited, by the respective amounts set forth in Schedule 11; provided, however, that the Company or the relevant Company Subsidiary must first resolve respective accruals, provisions, reserves or allowances set forth in the Financials, and th...
Maximum Payments; Remedy. (a) Except as set forth in Section 7.3(b) hereof, the maximum amount an Indemnified Party may recover from a Shareholder individually pursuant to the indemnity set forth in Section 7.2 hereof for Losses shall be limited to such Shareholder’s Pro Rata Portion of $9,400,000 of the Aggregate Common Stock Consideration Amount received by all Shareholders.
(b) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of any fraud or intentional misrepresentation by any Person (other than Parent and its affiliates) in connection with this Agreement or any certificates or other instruments delivered pursuant to this Agreement, each Shareholder shall be liable for all such Losses up to the full amount of the Total Consideration received by such Shareholder, provided further that nothing in this Agreement shall limit the liability of any Person (including any Shareholder) for any such Losses if such Person perpetrated such fraud or intentional misrepresentation or had actual knowledge of the same, and nothing in this Agreement shall prevent or limit any right of other Shareholders for contribution from any other Shareholder who perpetrated such fraud or intentional misrepresentations.
Maximum Payments; Remedy. Except as otherwise provided in this SECTION 14.10, SECTION 14.2 and SECTION 14.3 hereof, from and after the Closing Date this ARTICLE XIV shall provide the sole and exclusive remedy for any and all damages or other liability sustained or incurred by the Indemnified Parties or their successors and assigns as the result of any breach of any representation, warranty or covenant contained in this Agreement or any claim of negligent misrepresentation against the Purchaser or the Seller in connection with this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary herein, the existence of this ARTICLE XIV and of the rights and restrictions set forth herein do not limit any type of statutory or common law remedy (i.e., not based on any indemnity right provided in this ARTICLE XIV) with respect to any knowing (meaning actual knowledge) or intentional breaches of the representation and warranties or covenants of the Purchaser or the Seller contained in this Agreement or a certificate of any officer of the Purchaser or the Seller delivered pursuant to this Agreement, or in the event of fraud, provided such remedy may only be pursued against the person who committed or authorized such knowing (meaning actual knowledge) or intentional breaches of such representations, warranties or covenants.
Maximum Payments; Remedy. Notwithstanding anything to the contrary set forth in this Article VIII or elsewhere in this Agreement, if the Share Purchase is consummated the maximum amount the Indemnified Parties may recover from the Sellers pursuant to the indemnity obligations set forth in Section 8.2 hereof shall be limited to the amount in the Escrow Fund; provided, however, that such limitation shall not apply with respect to (i) fraud, (ii) knowing, intentional or willful breaches by the Company or the Sellers of their respective representations, warranties or covenants, or (iii) breaches by the Company or the Sellers of their respective representations and warranties in Sections 2.2, 2.9, 2,12 and 3.2 hereof, as provided in Section 8.3(a).
