Examples of General Indemnity Cap in a sentence
Notwithstanding anything herein to the contrary, Purchaser shall have the right, but not the obligation, to set off an amount up to the General Indemnity Cap, in whole or in part, against any obligation or payment it owes to Seller pursuant to this Agreement and the Related Agreements.
The foregoing limitations shall not apply with respect to fraud, and any Damages for which Seller becomes liable in respect of the Loudoun Matter shall not be counted in determining whether Seller has reached the General Indemnity Cap or the Deductible; provided, however, that the aggregate liability of Seller for indemnification under this Agreement (including without limitation the Loudoun Matter or a Capitalization Breach), except with respect to fraud, shall not exceed the Purchase Price.
The limitations included in the General Indemnity Basket shall not apply to any Losses under Section 6.1(c), (d), (e) and (g) or fraud or intentional misrepresentation and the limitations included in the General Indemnity Cap shall not apply to any Losses under Sections 6.1(c) and (d) or fraud or intentional misrepresentation.
Notwithstanding anything to the contrary herein, no term or provision herein shall reduce the General Indemnity Cap specified in Section 8.5.
Any Damages based upon, arising out of, or by reason of (x) any breach of the Fundamental Representations, or (y) Fraud shall not count toward the General Indemnity Cap, but shall be subject to the caps described in Section 7.2(b).