Examples of Buyer Indemnification Cap in a sentence
Without limiting the generality of the previous sentence, the provisions of the Settlement Agreement relating to the Buyer Indemnification Threshold, the Seller Indemnification Threshold, the Buyer Indemnification Cap and the Stockholder Indemnification Cap are in full force and effect and are not impacted in any manner by this Agreement or the Escrow Agreement.
Notwithstanding anything herein to the contrary, the Basket and Buyer Indemnification Cap shall not apply with respect to (x) any fraudulent breach of any representation and warranty, (y) any claim with respect to fraudulent inducement to enter into this Agreement, or (z) any claim for indemnity under Section 5.2(c).
Notwithstanding anything to the contrary set forth herein, the total Buyer Indemnifiable Damages for which the Sellers shall be collectively liable hereunder shall not exceed an amount equal to the Purchase Price (the Buyer Indemnification Cap").
The aggregate liability of Buyer with respect to all Claims or Losses under Section 9.1(b) will be limited to a maximum aggregate amount equal to the Buyer Indemnification Cap; provided that the limitations of liability provided for in this Section 9.3(b), shall not apply to any Claims or Losses arising out of a breach by the Buyer of any of the applicable representations, warranties or covenants of Buyer determined to be fraudulent.
Notwithstanding anything to the contrary set forth herein, the total Buyer Indemnifiable Damages for which Seller shall be collectively liable hereunder shall not exceed an amount equal to the Purchase Price (the "Buyer Indemnification Cap").
Notwithstanding the foregoing sentence, the Buyer Indemnification Cap shall not apply to any Losses arising out of, resulting from, relating to, incurred in connection with or incident to any breach of the representations and warranties set forth in Section 5.1 (Incorporation and Authority), 5.2 (No Conflict), 5.5 (Brokers) or any claim involving Fraud.
Notwithstanding anything to the contrary in this Agreement, the Buyer’s aggregate liability to Seller under this Agreement shall not in any event exceed $1,500,000 (the “Buyer Indemnification Cap”); provided, however, that neither the Buyer Threshold Amount nor the Buyer Indemnification Cap shall apply to Damages to the extent arising from any Breach of any representation or warranty set forth in Section 4.2(a).
The indemnification obligations of the Seller under this Section 10.3 shall not be subject to the Seller Indemnification Cap, the Seller Indemnification Basket, or the Seller Indemnification Threshold, and the indemnification obligations of the Buyer under this Section 10.3 shall not be subject to the Buyer Indemnification Cap, the Buyer Indemnification Basket, or the Buyer Indemnification Threshold.