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.
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Maximum Payments; Remedy. (a) Except as set forth in Section 8.5(b), Section 8.5(c) and Section 8.5(d7.3(b) hereof, the maximum amount an Indemnified Party may recover from a Shareholder individually pursuant to the indemnity set forth in Section 8.2 above 7.2 hereof for Losses shall be limited to an amount equal to such Shareholder's ’s Pro Rata Portion of $2,000,000 9,400,000 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 mannerAggregate Common Stock Consideration Amount received by all Shareholders.
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Maximum Payments; Remedy. (a) Except as set forth in Section 8.5(b), Section 8.5(cSECTION 7.5(b) and Section 8.5(dSECTION 7.5(c) hereof, the maximum amount an Indemnified Party may recover from a Shareholder Stockholder individually pursuant to the indemnity set forth in Section 8.2 above SECTION 7.2 hereof for Losses shall be limited to an amount a number of shares equal to such ShareholderStockholder'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 mannerFund.
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Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc)
Maximum Payments; Remedy. (a) Except as set forth in Section 8.5(b), Section 8.5(c) and Section 8.5(d8.5(c) hereof, the maximum amount an Indemnified Party may recover from a Shareholder individually pursuant to the indemnity set forth in Section 8.2 above hereof for Losses shall be limited to an the dollar amount equal to the aggregate proceeds received by such Shareholder's Pro Rata Portion of $2,000,000 of Shareholder in 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 mannerMerger.
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Samples: Agreement and Plan of Reorganization (Epicor Software Corp)
Maximum Payments; Remedy. (a) Except as set forth in Subject to Section 8.5(b7.5(b), Section 8.5(c) and Section 8.5(d) hereof, the maximum amount an Indemnified Party may recover from that would otherwise be distributable to a Shareholder individually particular Company Stockholder pursuant to the indemnity set forth in Section 8.2 above 7.2 for Losses shall be limited to an amount equal to such Shareholder's Company Stockholder’s Pro Rata Escrow Portion and the right of $2,000,000 of the Escrow Amount. An Indemnified Party's ability to recover for Excess Liabilities set-off pursuant to Section 8.6 below shall not be limited in such manner7.6(b).
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Maximum Payments; Remedy. (a) Except as set forth in Section 8.5(b), Section 8.5(c7.6(b) and Section 8.5(d7.6(c) hereof, the maximum amount an Indemnified Party may recover from a Shareholder Stockholder individually pursuant to the indemnity set forth in Section 8.2 above 7.2 hereof for Losses shall be limited to an amount equal (i) the amounts held in the Escrow Fund with respect to such Shareholder's Pro Rata Portion Stockholder, and (ii) to the extent of $2,000,000 of any Excess Losses, the Escrow Amount. An Indemnified Party's ability Earnout Consideration earned and payable but not yet paid to recover for Excess Liabilities such Stockholder pursuant to Section 8.6 below shall not be limited in such mannerArticle VIII hereof.
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Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Maximum Payments; Remedy. (a) Except as set forth in Section 8.5(b), Section 8.5(c) and Section 8.5(d8.3(b) hereof, the maximum amount an Indemnified Party may recover from a Principal Shareholder or from a Principal Shareholder Affiliate, individually pursuant to the indemnity set forth in Section 8.2 above 8.2(a)(i) hereof for Losses shall be limited to an amount equal to such Principal Shareholder's ’s or such Principal Shareholder Affiliate’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 mannerMerger Consideration.
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Samples: Agreement and Plan of Merger (Swisher Hygiene Inc.)