Maximum Payments; Remedy. (a) Except as set forth in Section 8.5(b), Section 8.5(c) and Section 8.5(d) hereof, the maximum amount an Indemnified Party may recover from a Shareholder individually pursuant to the indemnity set forth in Section 8.2 above for Losses shall be limited to an amount equal to such Shareholder's Pro Rata Portion of $2,000,000 of the Escrow Amount. An Indemnified Party's ability to recover for Excess Liabilities pursuant to Section 8.6 below shall not be limited in such manner.
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.
Maximum Payments; Remedy. (a) Except as otherwise set forth in this Section 8.3, the maximum amount a Purchaser Indemnified Party may recover from a Shareholder individually for Losses pursuant to Section 8.2(a) shall be limited to such Shareholder’s pro-rata portion of the Escrow Fund.
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)).
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.
Maximum Payments; Remedy. (a) Except with respect to (A) any Excluded Liabilities, and (B) Taxes referred to in Section 3.4 and 5.14 that are owed by Seller and which Buyer may become obligated to pay, the aggregate maximum amount the Indemnified Parties may recover from Seller pursuant to the indemnity set forth in Section 9.2 or otherwise for Losses, or otherwise in respect of any breaches of any of the representations, warranties or covenants of Seller hereunder or in the Certificate of Seller, shall be limited to $3,300,000.
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) Except as set forth in Section 7.6(b) and Section 7.6(c) hereof, the maximum amount an Indemnified Party may recover from an Escrow Participant individually pursuant to the indemnity set forth in Section 7.2 hereof for Losses shall be limited to the amounts held in the Indemnification Escrow Fund with respect to such Escrow Participant.
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) If the Closing occurs, the maximum amount all Parent Indemnified Parties may collectively recover from the Company Shareholders pursuant to the indemnity set forth in Section 9.02 shall be limited to the Holdback Shares held by the Escrow Agent.
