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. The maximum aggregate liability of the Seller under this Section for all Losses shall be an amount equal to the Purchase Price (the “Seller’s Cap”).
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. (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.
Seller’s Cap. Sellers’ aggregate 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) will not exceed an amount equal to $1,500,000 (the “Cap”). Further, no Seller will have any liability under ARTICLE 8 of this Agreement to indemnify a SurModics Indemnitee, and no SurModics Indemnitee can make a claim against any Seller to indemnify such Person for any amount in excess of that Seller’s Pro Rata Percentage of any Loss arising under Section 8.1(a) giving rise to such claim, except for indemnification claims based on the fraud of such Seller (provided that a SurModics Indemnitee may recover the full amount of any Loss against the Escrow Account and by offset against any Contingent Consideration in accordance with Section 8.3(f)). In addition, no Seller will have any liability under ARTICLE 8 of this Agreement to indemnify a SurModics Indemnitee, and no SurModics Indemnitee can make a claim against any Seller to indemnify such Person for any amount in excess of Seller’s Pro Rata Percentage of the Purchase Price, except for indemnification claims based on the fraud of such Seller (provided that a SurModics Indemnitee may recover the full amount of any Loss against the Escrow Account and by offset against any Contingent Consideration in accordance with Section 8.3(f)).
Seller’s Cap. The Sellers shall not be liable under Section 6.1(a) for Damages in excess of $3,750,000.
