Seller’s Maximum Liability. The Parties agree that, except for claims relating to or arising from the inaccuracy of the representations and warranties referred to in Paragraphs 10.2 (Organization and Standing), 10.3 (Status of the CEO), 10.4 (Authorization), 10.6 (By-laws, Shares and Capitalization) as well as relating to Losses referred to in Paragraph 12.1 (a)(ii), (b), (c) and (d) above, in relation to which the limits below shall not apply:
Seller’s Maximum Liability. The Liability of Sellers to Buyer under or pursuant to this Agreement, including Liability for Damages suffered or incurred as a result of the Breach of (a) any representation or warranty any Seller Party has made in this Agreement or in any other certificate or document that any Seller Party has delivered pursuant to this Agreement, or (b) any covenant or obligation of any Seller Party contained in this Agreement, shall in no event or circumstance in the aggregate exceed a maximum amount of US$35,000,000; provided, that:
Seller’s Maximum Liability. AND BUYER'S EXCLUSIVE REMEDY FOR ALL CLAIMS ARISING OUT OF ANY SALE ARE EXPRESSLY LIMITED TO PAYMENT NOT TO EXCEED THE PURCHASE PRICE PAID BY BUYER TO SELLER OR REPLACEMENT OF ANY NON-CONFORMING PRODUCT, AT SELLER'S SOLE OPTION. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING IN CONNECTION WITH ANY CONTRACT OF SALE.
Seller’s Maximum Liability. As reflected above, it is the intent of the Parties that Sellers have contractual indemnity obligations only under Sections 10.01 through 10.04 (subject to the limits provided for in this Article X), and that Buyer have contractual indemnity obligations only under Section 10.07 (subject to the limits provided for in this Article X). In no event shall the sum of Sellers' and Sellers Guarantors' payments for Expenditures, Liabilities/Claims, and Sellers and Sellers Guarantor's costs in defending themselves ("Sellers' Defense Costs"), including amounts applied toward the Ceiling in Section 10.05(a), exceed Thirty-two Million Five Hundred Thousand Dollars ($32,500,000.00) ("Sellers' Maximum Liability"), exclusive of and without limitation of Sellers' obligations under Sections 10.01(c) and 10.03 of this Article X and under Sections 6.07(b) and 6.07(d) of the Agreement.
Seller’s Maximum Liability. The aggregate obligation of Sellers, including the Insider Stockholders, to indemnify Buyer for any Losses under Section 10.2(a) (other than Losses arising out of a breach of, or misrepresentation contained in, the representation and warranty in each of Sections 2.3 and 2.8), Section 10.2(b)(i) (other than Losses arising out of a breach of, or misrepresentation contained in, the representations and warranties in each of Sections 3.4, 3.28 and 3.33), Section 10.2(b)(ii) and Section 10.2(b)(v) shall not exceed an amount equal to Ten Million Dollars ($10,000,000). With respect to indemnification obligations under each of Sections 10.2(a), 10.2(b)(i), 10.2(b)(ii), 10.2(b)(iii) and 10.2(b)(v) no Seller shall be liable to Buyer for an amount greater than such Seller's pro rata portion of the Purchase Price actually received by such Seller.
Seller’s Maximum Liability. (a) Seller shall not be liable for any punitive, indirect or consequential losses (including loss of profit, to the extent such loss of profit is a consequential loss).
Seller’s Maximum Liability. Seller's maximum liability to Buyer's Indemnitees for indemnification under this Article 12, exclusive of Indemnifiable Damages of Buyer arising from fraud, intentional breach of a covenant or intentional misrepresentation by Seller contained in or relating to this Agreement or any other Covered Agreement, shall not exceed the Purchase Price. Seller shall be liable to Buyer to the extent provided in Section 12.1, 57 58 for Indemnifiable Damages of Buyer arising from fraud, intentional breach of a covenant or intentional misrepresentation by Seller contained in or relating to this Agreement or any Covered Agreement, without limitation.
Seller’s Maximum Liability. Seller’s aggregate obligation to indemnify Buyer under this Section 15 shall not exceed an amount equal to 100% of the Purchase Price; provided however, that any indemnification obligation of Seller in excess of the amount of the sum of (i) the Cash Payment; (ii) the Purchase Price Adjustment; and (iii) all payments made by Buyer to Seller pursuant to the Note shall be a reduction to the amount of the outstanding principal balance of the Note.
Seller’s Maximum Liability. Seller's' aggregate obligation to indemnify Buyer under this Section 10 shall not exceed an amount equal to 100% of the Purchase Price.
Seller’s Maximum Liability. Anything in this Agreement to the contrary notwithstanding, in no event shall Seller ever be required to indemnify Purchaser Indemnified Parties for Losses pursuant to Section 8.01 in any amount exceeding, in the aggregate, 12.5% of the Purchase Price; provided that (i) Losses related to a breach of Section 3.02(a) shall not exceed 95% of the Purchase Price, and (ii) Losses related to (A) breaches of the representations and warranties contained in Section 3.01(a), Section 3.01(b), Section 3.01(c), Section 3.01(d), Section 3.01(e), Section 3.01(f) (except with respect to subsection (ii) thereof, and in any event only to the extent that the same would be reasonably expected to have a Material Adverse Effect), Section 3.01(g) (except with respect to those consents, approvals, authorizations or permits which have not already been obtained or made or which is not required until a later date and is reasonably expected to be obtained on or prior to such date or which, if failed to be obtained, could not reasonably be expected to have a Material Adverse Effect), Section 3.01(h), Section 3.01(h) Section 3.01(i) and Section 3.01(k) and Section 3.02(c) (together, the “Fundamental Representations”), and (B) a breach of any covenant or obligation of Seller under this Agreement or in respect of fraud, willful misconduct or intentional misrepresentation by Seller shall not exceed the Purchase Price.
