Overall Cap. Notwithstanding anything to the contrary contained in this Article 11, but subject to the limitations set forth in Sections 11.3(a) through 11.3(c), no Seller shall be liable to Buyer under Sections 11.2(a)(i) and 11.2(b) in excess of such Seller’s pro rata portion (based on the Seller’s respective Ownership Percentages) of the Purchase Price.
Overall Cap. Notwithstanding anything set forth in this Agreement to the contrary, Seller’s total aggregate liability pursuant to Section 8.2 shall not exceed the Purchase Price, and Purchaser’s total aggregate liability pursuant to Section 8.3 shall not exceed the Purchase Price.
Overall Cap. Each Sellers’ aggregate liability under this Agreement, including under Exempted Claims (except for claims arising as a result of intentional breaches (Vorsatz) or fraud (Arglist) by such Seller) shall be limited to the pro rata amount of the Total Purchase Price actually received by such Seller.
Overall Cap. Notwithstanding anything in this Agreement to the contrary, the aggregate amount of all Losses and any other amounts recoverable by the Buyer Indemnitees from a particular Seller pursuant to any one or more provisions of Section 9.02 shall not exceed an amount equal to the Closing Purchase Price actually received by such Seller, other than with respect to Fraud committed by a Seller, in which case such limit on Losses shall not apply with respect to such Seller. For the avoidance of doubt, Losses recoverable against a Seller committing Fraud will not be limited by this Section 9.02(c).
Overall Cap. Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that the Seller’s maximum aggregate liability for breaches of Sections 3.5(c), 3.5(d), 3.5(e), 3.5(f) or the last sentence of Section 3.13 under Section 9.1(a)(i) and all indemnification obligations pursuant to Section 9.1(a)(v) of this Agreement shall not under any circumstances exceed a maximum aggregate amount of $50,000,000 (the “Overall Cap”).
Overall Cap. Seller’s obligations under Section 8.1, in the aggregate, will not exceed an amount equal to $10,000,000.
Overall Cap. The Sellers' and Clariant Corp.'s aggregate liability under or in connection with this Agreement (including liability for all Business Representations Claims and Fundamental Representations Claims, for breaches of any other provisions of this Agreement, Tax Claims, the liability for any Other Indemnity, except only for Leakage Claims) shall in any event not exceed the aggregate maximum amount of 100% (in words: one hundred percent) of the Purchase Price, provided that (y) each Sellers' individual aggregate liability shall be limited to an amount equal to (A) the cash portion of the Sold Shares Purchase Price actually received by it plus (B) the principal amount of Vendor Loan Notes issued to it on the date of issuance, and (z) Clariant Corp.'s individual aggregate liability shall be limited to 100% (in words: one hundred percent) of the Tecpro Holding Credit Facility Purchase Price (A) actually received by Clariant Corp. in cash plus (B) the principal amount of Vendor Loan Notes issued to it on the date of issuance.
Overall Cap. Buyer and Merger Sub’s collective rights and remedies under or pursuant to Article 9 of this Agreement with respect to any Stockholder shall be limited to the Pro Rata Share of the Merger Consideration received by such Stockholder. This Section 9.2(d)(iv) shall not apply to Damages to the extent resulting from fraud.
Overall Cap. The total liability of the Sellers to the Seller Indemnified Person(s) for any Losses suffered by it, or any claim for damages or any other remedies available to the Seller Indemnified Person(s) shall not in the aggregate exceed the amount equivalent to: (a) 100% (one hundred percent) of the Purchase Consideration received by the Sellers, in relation to claims arising on account of Fundamental Warranties; (b) 20% (twenty percent) of the Purchase Consideration received by the Sellers, in relation to any claims arising on account of the Company Business Warranties (save and except Company Tax Warranties); and (c) 25% (twenty five percent) of the Purchase Consideration received by the Sellers, in relation to any claims arising on account of Company Tax Warranties. In no event shall the Sellers’ aggregate liability under this Agreement exceed the Purchase Consideration, provided that the aforesaid monetary limitations shall not apply to any Losses claimed on account of any Warranties being made fraudulently or as a result of wilful concealment of facts by any of the Seller(s) and/or the Company.
Overall Cap. The overall cap and thus the overall aggregate liability of the Seller for (i) breach of the representations and warranties and (ii) the specific indemnities in Article 5.7 (the "Overall Cap") shall be equal to 80% of the Purchase Price (other than in case of breach of any Fundamental Representations and Warranties, in which case it shall be equal to 100% of the Purchase Price).
