Seller’s Cap. Subject to Section 6.04(d), (f), and (g), the maximum aggregate liability of all Seller Indemnified Parties under Section 6.02(a)(i) for all Losses shall be 30% of the Purchase Price (“Seller’s Cap”).
Seller’s Cap. Subject to subsection (c) of this Section 8.4 and except as otherwise provided in the immediately following sentence, the maximum aggregate amount of Losses for which Seller shall be liable for claims made pursuant to Section 8.2 and Article VI hereof, other than with respect to the Seller Title Representations, shall be an amount equal to $4,500,000. All claims made pursuant to Section 8.2 with respect to the Seller Title Representations shall be fully reimbursable and shall not be subject to any limitation or cap.
Seller’s Cap. Notwithstanding anything to the contrary in this Article VIII, the total aggregate monetary liability of Seller under this Article VIII shall not exceed (i) the value of the aggregate number of Earn-Out Shares received by Seller pursuant to Section 2.3 or upon conversion of any Promissory Note, as determined using the Applicable Stock Price, and (ii) the principal amount of the Promissory Notes issued to Seller pursuant to Section 2.3, and any accrued interest thereon (collectively in the aggregate, the “Cap”); provided, however, that the Cap shall not apply to limit any Losses arising out of fraud or intentional misrepresentations.
Seller’s Cap. The aggregate amount of the Losses required to be paid by Seller and Shareholders pursuant to Sections 12.1(a) and 12.1(f) hereof shall not exceed the amount of the Purchase Price.
Seller’s Cap. Notwithstanding any other provision contained in this Agreement or the other Seller Related Documents to the contrary, in no event shall the Seller have any liability for indemnification pursuant to this Section 7.6 with respect to an aggregate amount of Damages incurred by the Purchaser Indemnified Parties in excess of fifty percent (50%) of the Purchase Price, or approximately Five Million Two Hundred One Thousand Five Hundred Seventy Nine and 00/100 Dollars ($5,201,579.00) unless the Damages are a result of the Seller’s willful misconduct or fraud and furthermore that the payment of any amount due under the work capital adjustment shall not be subject to the Seller’s Cap.
Seller’s Cap. (a) Notwithstanding anything to the contrary contained herein, the aggregate amount of the payments required to be made by Sellers pursuant to Sections 1.10, 1.11, 1.13(b) and 1.14 of this Agreement shall not exceed the sum of $125,000.00.
(b) The amounts required to be paid by Sellers pursuant to Sections 1.10, 1.11, 1.13(b) and 1.14, limited as set forth in Subparagraph 1.15(a) above, shall be offset by Buyer, when due, against the amounts due and payable under the TSI Note.
Seller’s Cap. Sellers’ obligation under SECTION 8.1(a), (b) and (d), other than regarding any breach of any Special Representation (as to which no limitation or cap will apply), in the aggregate, will not exceed an amount equal to the Purchase Price (the “Cap”).
Seller’s Cap. Sellers’ obligation under SECTION 8.1(a)(i), other than regarding any breach of any Special Representation (as to which no limitation or cap will apply other than the Seller’s Overall Cap set out in SECTION 8.3(e)) other than SECTION 4.12, in the aggregate, will not exceed an amount equal to €4,000,000 or, in the case of Section 4.12, an amount equal to €13,500,000 (in each case, the “Cap”) and in the case of Sellers who are not Warrantors recourse to such Sellers with respect to such Seller’s obligation under SECTION 8.1(a)(i), Section 4.12 and the Tax Deed shall be limited to such Sellers’ Pro Rata Percentage of the Indemnity Escrow Amount and their Pro Rata Percentage of any offset applied under SECTION 8.3(f).
Seller’s Cap. Sellers’ liability under Section 12.2(i) above for any Losses to the extent arising from a breach of a representation or warranty shall not exceed an amount equal to $1,500,000.00 (the “Cap”), provided, however, in the case of Losses related to Fundamental Representations or Fraud, the aggregate liability to Sellers shall not exceed the Purchase Price.
Seller’s Cap. Notwithstanding anything to the contrary herein, unless approved in advance in writing by the Sellers and the Monitor, the aggregate amount the Sellers are liable to pay or to cause the Monitor to pay out of the Purchase Proceeds pursuant to this Agreement shall be the total amount set forth at the end of Annex A, plus up to $550,000 of New Costs incurred pursuant to Section 3.
