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.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Danam Health, Inc), Membership Interest Purchase Agreement (Danam Health, Inc)
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 fifty percent (50%) of 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.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Danam Health, Inc)
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..
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Assure Holdings Corp.)
