Maximum Recovery. If found liable for any loss, Xxxxxxx’x sole and exclusive maximum liability for loss or damage to Exhibitors materials and Exhibitor’s sole and exclusive remedy is limited to $.50 (USD) per pound per article with a maximum liability of $100.00 (USD) per item, or $1,500.00 (USD) per shipment whichever is less. All shipment weights are subject to correction and final charges determined by the actual or re-weighed weight of the shipment.
Maximum Recovery. Notwithstanding anything to the contrary in this Agreement, if the Purchasing Parties fail to consummate the Acquisition or are otherwise in breach of this Agreement, then the Liability of the Purchasing Parties and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees with respect to any breach or alleged breach of any representation, warranty, covenant or agreement set forth in this Agreement and any claim, loss, cost, expenses, damage, Liability or obligation relating to this Agreement and the transactions contemplated hereby shall be limited to an amount equal to the amount of the Purchaser Termination Fee (it being understood that no person shall have any rights under the Equity Funding Letter (except as expressly provided therein)), whether at law or equity, in contract, in tort or otherwise (without prejudice to Seller Parent’s rights under the Limited Guarantee, dated as of the date hereof, by Purchaser Guarantor in favor of Seller Parent), except as expressly provided herein, including the right to specific performance in Section 10.09. None of the Purchasing Parties or any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees shall have any further Liability or obligation relating to or arising out of the Acquisition, this Agreement, any Related Document or the other transactions contemplated hereby or thereby, except as expressly provided herein, including the right to specific performance in Section 10.09. Notwithstanding the foregoing, following the Closing the indemnification provisions of Article IX shall govern the parties’ rights to monetary damages and the foregoing limitations on damages shall not apply. Each party hereto hereby agrees and acknowledges that it specifically intends that the other parties hereto will have the right to specifically enforce this Agreement under the circumstances expressly provided in Section 10.09. Table of Contents
Maximum Recovery. Notwithstanding anything in this Agreement ---------------- to the contrary, in no event shall the Indemnifying Parties be liable in the case of the Company for indemnification under this Section 7 in an amount in excess of the aggregate of the purchase price paid for the Shares and the amounts advanced and not repaid under the Note or in the case of EIS for indemnification hereunder in an amount in excess of such same aggregate. No Indemnified Person shall assert any such claim unless Losses in respect thereof incurred by any Indemnified Person, when aggregated with all previous Losses hereunder, equal or exceed U.S.$50,000, but at such time that an Indemnified Person is entitled to assert a claim, such claim shall include all Losses covered by this Section 7.
Maximum Recovery. Notwithstanding anything in this Agreement to the contrary, in no event shall the Company be liable for indemnification under this Section 6, in an amount in excess of the sum of [omitted] and any accrued and unpaid dividends on the Preferred Stock, in the aggregate. No Indemnified Party shall assert any such claim unless Losses in respect thereof incurred by any Indemnified Party, when aggregated with all previous Losses indemnifiable hereunder, equal or exceed $50,000; thereafter, each Indemnified Person shall be entitled to be indemnified for the full amount of all damages previously unclaimed.
Maximum Recovery. Notwithstanding anything in this Agreement to the contrary, the Seller’s liability for indemnification under this Section 6.1 with respect to breaches of representations and warranties will not exceed (i) in connection with the First Stage Acquisition, thirty percent (30%) of the First Stage Closing Date Amount and (ii) in connection with the Second Stage Acquisition, thirty percent (30%) of the sum of the First Stage Closing Date Amount and the Second Stage Closing Date Amount; provided that in respect of any Buyer Incurred Damages arising from a breach of the representations and warranties set forth in Sections 4.1, 4.2 and 4.3, the foregoing limitations shall be increased to (x) in connection with the First Stage Acquisition, one hundred percent (100%) of the First Stage Closing Date Amount, and (y) in connection with the Second Stage Acquisition, one hundred percent (100%) of the sum of the First Stage Closing Date Amount and the Second Stage Closing Date Amount. For the avoidance of doubt, First Stage Damages will be regarded as having been incurred in respect of a breach of the Seller’s representations and warranties as of the Second Stage Acquisition for purposes of calculating how much of the cap set forth in clause (ii) of the preceding sentence has been satisfied.
Maximum Recovery. Notwithstanding anything in this Agreement to the contrary, in no event shall the Indemnifying Parties be liable for indemnification under this Section 7 in an amount in excess of the aggregate of the purchase price paid for the Shares and the Warrant. No Indemnified Person shall assert any such claim unless Losses in respect thereof incurred by any Indemnified Person, when aggregated with all previous Losses hereunder, equal or exceed [ ** ] , but at such time that an Indemnified Person is entitled to assert a claim, such claim shall include all Losses covered by this Section 7.
Maximum Recovery. If found liable for any loss, ART CRAFT’s sole and exclusive remedy is limited to $.50 per pound per article with a maximum liability of $100.00 per item, or $1,500.00 per shipment, whichever is less. When a declaration is made, liability shall in no event exceed the declared value of the shipment. DECLARED VALUE AMOUNTS APPLY ONLY TO THE AIR SHIPMENT OF MATERIALS, AND NOT TO ANY OTHER SERVICES PROVIDED BY ART CRAFT INCLUDING, WITHOUT LIMITATION, MATERIAL HANDLING SERVICES.
Maximum Recovery. The maximum amount recoverable by the EDF Release Parties under Section 4.2(c)(i) (in respect of representations made by any of the CEG Parties in Article II (other than representations made in Sections 2.1(a)-2.1(c) and Section 2.2(a)), in the aggregate, shall be equal to sixty million United States dollars (US$60 million).
Maximum Recovery. Notwithstanding anything in this Agreement to the contrary, in no event shall the Company be liable for indemnification under this Article X in an amount in excess of the purchase price of the New Shares and the shares of Company Common Stock issued upon exercise of the Purchaser’s Option and the Conditional Option.
Maximum Recovery. The maximum recovery of EIS under this Section 7 shall not exceed $15 million. No Indemnified Party shall assert any such claim unless Losses in respect thereof incurred by any Indemnified Party, when aggregated with all previous Losses hereunder, equal or exceed $250,000, and the obligation of the Indemnifying Party to indemnify shall not apply to the first $250,000 of losses to the Indemnified Person.
