Overall Liability Cap. Except in the event of intentional misrepresentation or fraud, in no event will the total cumulative amount of Damages for which the Sellers may be liable to Purchaser Indemnitees under this Article X exceed $35,000,000, plus an additional $35,000,000 (for a total of $70,000,000), if, and only if, Sellers receive the Purchase Price Holdback Amount. For the avoidance of doubt, under no circumstances (except with respect to an individual Seller, to the extent that such individual Seller made an intentional misrepresentation or committed fraud) shall the total cumulative amount of Damages for which any individual Seller shall be liable under this Article X exceed such Seller’s Pro Rata Share of the liability cap provided for in this Section 10.4(d).
Overall Liability Cap. Prior to Substantial Completion, in no event shall Contractor’s aggregate liability under this Agreement exceed [***]; provided that such maximum aggregate liability shall increase on a dollar for dollar basis for any increase in the Contract Price pursuant to Article 15 or as otherwise agreed to by the Parties. After Substantial Completion, in no event shall Contractor’s aggregate liability under this Agreement exceed [***]; provided that such maximum aggregate liability shall increase by an amount equal to [***] of every dollar of increase in the Contract Price pursuant to Article 15 or as otherwise agreed to by the Parties; provided further that any liability of Contractor in connection with Article 22 arising after the Substantial Completion shall not exceed [***]. [***] for purposes of this Article 29 and the Contract Price for purposes of this Article 29 shall at all times be the initial Contract Price plus, if applicable, any increased pursuant to Article 15 or as otherwise agreed to by the Parties.
Overall Liability Cap. Prior to Substantial Completion, in no event shall Contractor’s aggregate liability under this Agreement exceed [***]; provided that such maximum aggregate liability shall increase on a dollar for dollar basis for any increase in the Contract Price pursuant to Article 15 or as otherwise agreed to by the Parties. After Substantial Completion, in no event shall Contractor’s aggregate liability under this Agreement exceed [***]; provided that such maximum aggregate liability shall increase by [***] of every dollar of increase in the Contract Price pursuant to Article 15 or as otherwise agreed to by the Parties. [***] purposes of this Article 29 shall at all times be the initial Contract Price plus, if applicable, any increased pursuant to Article 15 or as otherwise agreed to by the Parties. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Overall Liability Cap. Prior to Substantial Completion, in no event shall Contractor’s aggregate liability under this Agreement exceed Eighty-Five Million, Three Hundred Seventy-Four Thousand, Seven Hundred Twenty-One Dollars and Eighty-One Cents ($85,374,721.81); provided that such maximum aggregate liability shall increase on a dollar for dollar basis for any increase in the Contract Price pursuant to Article 15 or as otherwise agreed to by the Parties. After Substantial Completion, in no event shall Contractor’s aggregate liability under this Agreement exceed Thirty-Four Million, One Hundred Forty-Nine Thousand, Eight Hundred Eighty-Eight Dollars And Seventy-Two Cents ($34,149,888.72); provided that such maximum aggregate liability shall increase by an amount equal to forty percent (40%) of every dollar of increase in the Contract Price pursuant to Article 15 or as otherwise agreed to by the Parties; provided further that any liability of Contractor in connection with Article 22 arising after the Substantial Completion shall not exceed Eighty-Five Million, Three Hundred Seventy-Four Thousand, Seven Hundred Twenty-One Dollars and Eighty-One Cents ($85,374,721.81). Any Contract Price decrease pursuant to Section 5.4.4 shall not be considered for purposes of this Article 29 and the Contract Price for purposes of this Article 29 shall at all times be the initial Contract Price plus, if applicable, any increased pursuant to Article 15 or as otherwise agreed to by the Parties.
Overall Liability Cap. Except in the event of intentional misrepresentation or fraud: (i) in no event will the total cumulative amount of Damages for which Seller may be liable to the Buyer Indemnitees, or for which Buyer may be liable to Seller Indemnitees, under this Article 8 exceed the greater of (A) the Base Consideration and (B) the amount paid under the terms of Exhibit A.
Overall Liability Cap. Except in the event of intentional misrepresentation, intentional misconduct or fraud, recourse by the Indemnitees in respect of the Fundamental Claims shall be limited to an aggregate amount equal to the sum of (i) the Final Cash Consideration plus (ii) any Earn-Out Payments actually paid to Seller pursuant to Section 2.11 (inclusive of the Escrow Amount).
Overall Liability Cap. Prior to Substantial Completion, in no event shall Contractor’s aggregate liability under this Agreement exceed fifty-nine million four hundred four thousand one hundred four Dollars ($59,404,104); provided that such maximum aggregate liability shall increase on a dollar for dollar basis for any increase in the Contract Price pursuant to Article 15 or as otherwise agreed to by the Parties. After Substantial Completion, in no event shall Contractor’s aggregate liability under this Agreement exceed [***] provided that such maximum aggregate liability shall increase by [***] of every dollar of increase in the Contract Price pursuant to Article 15 or as otherwise agreed to by the Parties. Any Contract Price decrease pursuant to Section 5.4.4 shall not be considered for purposes of this Article 29 and the Contract Price for purposes of this Article 29 shall at all times be the initial Contract Price plus, if applicable, any increased pursuant to Article 15 or as otherwise agreed to by the Parties.
Overall Liability Cap. Recourse by the Indemnitees under this Article VII shall be limited to an aggregate amount equal to the Additional Merger Consideration; provided, however, that the limitation set forth in this Section 7.3(b) shall not apply (and shall not limit the indemnification or other obligations solely of the Stockholder or Stockholders that perpetuated such intentional misrepresentation or fraud) in the event of intentional misrepresentation or fraud (as determined by a non-appealable and binding decision by a court of law having jurisdiction over the parties).
Overall Liability Cap. Except in the event of intentional misrepresentation or fraud, in no event will the total cumulative amount of Damages for which the Sellers may be liable to the Indemnitees under this Article IX exceed [*****].
Overall Liability Cap. Except in the event of intentional misrepresentation or which Buyer may be liable to Seller Indemnitees, under this Article 8 exceed the greater of (A) the Base Consideration and (B) the amount paid under the terms of Exhibit A.
