Seller Cap. Seller Parties shall not be required to indemnify Buyer pursuant to, and shall not have any further liability under, Section 8.1(a)(i) once the aggregate amount of all payments made by or on behalf of Seller Parties in respect of the indemnification obligations under Section 8.1(a)(i) equals the Purchase Price (the “Seller Cap”); provided that this Section 8.3(c)(i) shall not apply to any Damages related to any inaccuracy or breach of any Fundamental Representation or any claim based on Fraud, and no such amounts related thereto shall be counted towards the Seller Cap.
Seller Cap. In no event shall the aggregate liability for indemnification claims paid by Seller and/or Existing Operator pursuant to Section 11.1 exceed Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) (the “Seller Cap”) nor shall Seller and/or Existing Operator be liable for any indemnification obligation under Section 11.1 unless the aggregate amount of Losses suffered by Purchaser exceeds Ten Thousand and No/100 dollars ($10,000.00) (the “Seller Basket”), at which txxx Xxxxxx and/or Existing Operator shall be liable for the amount of any Losses from dollar one; provided, however, that under no circumstances shall the Seller Cap nor the Seller Basket apply to any Loss arising out of or based on fraud, knowing and intentional misrepresentations or knowing and intentional breaches by Seller, Existing Operator or any of their respective officers, employees, directors or agents.
Seller Cap. Subject to Section 7.3(g), the maximum aggregate amount of Losses for which indemnification is required to be made by Purchaser with respect to the matters referred to in Section 7.2(a) is the General Indemnity Cap
Seller Cap. 8.3(b) Seller Deductible Amount.................. 8.3(a) Seller Indemnified Party.................. 8.4 Seller Survival Date...................... 8.1(a) Seller Threshold Amount................... 8.3(a) Sellers...................................
Seller Cap. The aggregate amount of all Losses for which Seller shall be liable pursuant to: (i) Section 8.2(a) shall not exceed Three Hundred Thousand Dollars ($300,000), (ii) Section 8.2(a) and Section 8.2(b) shall not, in the aggregate, exceed Fifteen Million Dollars ($15,000,000), and (iii) Section 8.2(a) through Section 8.2(d) shall not, in the aggregate, exceed the Purchase Price. For the avoidance of doubt the limitations set forth in the preceding sentence shall not apply to Losses arising pursuant to Section 8.2(e) or (f), Seller’s liability for which shall be uncapped.
Seller Cap. The aggregate amount payable in respect of indemnification by Seller pursuant to this Agreement (other than for Fraud) shall be limited to the Equity Consideration (the “Cap”). (d)
Seller Cap. The aggregate liability of Seller for Losses under Section 14.3(b)(3) (except for claims based on a breach of or inaccuracy in any of the Fundamental Representations of Seller) shall not exceed the Holdback Amount. Notwithstanding anything to the contrary contained in this Agreement, except with respect to any Loss arising from or as a result of any action or inaction that constitutes Fraud, in no event shall Seller be liable for Losses under Section 14.3(b) in an amount in excess of the Unadjusted Base Purchase Price.
Seller Cap. The aggregate liability of Seller for Losses under this Agreement shall not exceed the Holdback Amount; provided, however, that with respect to any Loss arising from or as a result of any (1) action or inaction that constitutes Fraud, (2) breach of or inaccuracy in Seller’s Fundamental Representations, or (3) the Retained Liabilities (the matters described in clauses (1), (2), and (3) of this proviso are the “Specified Exceptions”), and notwithstanding anything to the contrary contained in this Agreement, in no event shall Seller be liable for Losses under Section 14.3(b) in an amount in excess of the Unadjusted Base Purchase Price.
Seller Cap. The aggregate liability of Sellers for Losses under Section 9.1(a)(i) (other than with respect to Fundamental Representations) in respect of any breach of or inaccuracy in any representations and warranties shall not exceed $3,200,000 (the “General Cap”); provided, however, that the General Cap shall not apply to Losses arising from or as a result of (i) any action or inaction that constitutes Fraud or (ii) a breach of or inaccuracy in the Fundamental Representations. Notwithstanding anything to the contrary contained in this Agreement, the aggregate liability of Sellers for Losses under Section 9.1 shall not exceed an amount equal to the Overall Cap; provided, however, that the Overall Cap shall not apply to any action or inaction that constitutes Fraud.
