Common use of Maximum Payments; Remedy Clause in Contracts

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. (a) Subject to Notwithstanding the foregoing, except as set forth in the second sentence of this Section 7.5(b) and (c7.3(a), the maximum amount an -------------- --- Indemnified Party may not recover any Losses under Section 7.2(a)(i) hereof unless and until such Losses under Section 7.2(a)(i) hereof exceed $400,000 in the aggregate (the “Basket”), at which time such Indemnified Party shall be entitled to recover Losses so identified in full from each Shareholder pursuant to the indemnity set forth first dollar (including the amount of the Basket) in Section 7.2 hereof for Losses or for any claim whatsoever under ---------- this Agreement (except as the manner provided in Section 7.57.3(b). The provisions of this Section 7.3(a) shall be limited not apply to any and all claims or payments made with respect to all Losses incurred pursuant to Section 7.2(a)(i) for any breach or inaccuracy of any Surviving Representation. (b) From and after the Closing, the receipt of additional shares of Company Common Stock equal to the ----------- Escrow FundLosses incurred or sustained based on the Share Price shall be the sole and exclusive remedy of Parent and the other Indemnified Parties for recovery of Losses under the indemnification provisions contained in this Article VII (it being understood that nothing in this Section 7.3(a) or elsewhere in this Agreement shall affect Parent’s rights to specific performance or other equitable remedies with respect to the covenants referred to in this Agreement to be performed after the Closing); provided, however, that, subject that Parent shall not be entitled to Section 7.5(b) and (c) hereof, -------------- --- recover for Losses exceeding $5,000,000 in the case of Excluded Claims, payment of the Deficit, or Dissenting Share Payments, Losses shall be limited to a dollar amount equal aggregate. Notwithstanding anything 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 contrary set forth in this Article VII to the contraryAgreement, only Principal ----------- Shareholders shall be liable for Losses related to Fraud. (c) Nothing herein nothing in this Agreement shall limit the liability of the Company in respect of Losses arising out of fraud, any intentional breach or intentional misrepresentation of or related to this Agreement, or any Certificate. (c) Nothing in this Article VII shall limit the Shareholders Liability of any party hereto for any breach or inaccuracy of any representation, representation or warranty or covenant contained in this Agreement if the Merger does not close as a result close. (d) The waiver of any condition based on the accuracy of any representation or warranty or compliance with any covenant, will not affect the right to indemnification based on such representations and warranties or covenant resulting from any knowing or intentional breach or inaccuracy; provided, to the extent that in the event the Merger does not close, the aggregate liability of the Company reasonably should have Known that such representation and the Shareholders shall warranty would not exceed five hundred thousand dollars ($500,000)be true and correct.

Maximum Payments; Remedy. (a) Subject to Except as set forth in Section 7.5(b7.6(b) and (c)Section 7.6(c) hereof, the maximum amount an -------------- --- Indemnified Party may recover from each a Principal Shareholder individually 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, -------------- --- amounts held in the case Escrow Fund with respect to such Principal Shareholder, and the maximum amount that may be recovered from Parent or the Subs for a breach of Excluded Claims, payment of the Deficit, or Dissenting Share Payments, Losses representations and warranties (but not covenants) pursuant to this Agreement shall be limited to a dollar an aggregate 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 otherwiseEscrow Amount. (b) Nothing herein Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of any Principal Shareholder party in respect of Losses arising out actions or omissions constituting fraud under applicable law with respect to the representationsof any (i) fraud, warranties (ii) willful and intentional breaches of covenants contained herein ("Fraud") on the part of such party, (iii) the Limited Section 2.2 Representations as provided in Section 7.2(c). Subject to Section 7.2(c), any liability beyond the Escrow Fund pursuant to this Section 7.6(b)) shall be borne by the Principal Shareholders severally, and not jointly, up to the Merger Consideration received by each 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 or any Related 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. (a) Subject The provisions of this ARTICLE VII shall be the sole and exclusive remedy of (and corresponding liability of the Stockholders to) Parent, Sub and the Surviving Corporation for any damage, claim, cause of action or right of any nature arising out of or relating to Section 7.5(b) and (c)this Agreement, the certificates or other documents executed or delivered herewith, or the transactions covered hereby. The maximum amount an -------------- --- Indemnified Party may recover from each Shareholder a Stockholder (including the officers signing the certificates required by SECTIONS 5.26 and 6.2(l) hereof) individually pursuant to the indemnity set forth in Section 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 such Stockholder's pro rata portion of the ----------- Escrow FundFunds; provided, however, thatthat nothing in this Agreement will be deemed to limit any right or remedy for fraud or for willful breaches of any representation, subject warranty or covenant set forth in this Agreement, any Related Agreement or any certificate or instrument delivered pursuant to Section 7.5(b) and (c) hereofthis Agreement, -------------- --- except that in the case of Excluded Claims, payment no event shall any liability under this Agreement exceed a Stockholder's pro rata portion 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 otherwiseTotal Consideration. (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).