Examples of Indemnification Cap in a sentence
In no event shall the aggregate indemnity obligations of the USAC Indemnifying Parties pursuant to Section 9.2 exceed an amount equal to the USAC Indemnification Cap.
Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of aggregate indemnifiable Damages which may be recovered from Sellers, Company or Holdco arising out of, relating to or resulting under Section 9.2(a)(v) shall not exceed an amount equal to the lesser of (i) fifty percent (50%) of the total Damages of the Purchaser Parties arising out of, relating to or resulting under Section 9.2(a)(v) or (ii) the Sellers’ Indemnification Cap.
Notwithstanding the foregoing, the Threshold Amount and the Indemnification Cap will not apply to (i) any claims that relate to a breach or inaccuracy of the Fundamental Representations and Warranties (which claims will be capped at the Purchase Price), or (ii) any claims resulting from, arising out of, relating to or in the nature of, or caused by intentional misrepresentations or fraud by a Seller Party (which claims will not be capped).
In the event that an Indemnitee assumes the defense of a Third Party Claim, each applicable Indemnification Cap shall be deemed to be automatically reduced by the 20 amount of any Action Expenses incurred by an Indemnifying Party on its own behalf in connection with its participation in the defense of such Third Party Claim.
In no event shall the aggregate indemnity obligations of the S&R Parties pursuant to Section 9.1 exceed an amount equal to the S&R Indemnification Cap; provided, that the foregoing limitation shall not apply to any claim for indemnification based on any representation or warranty made by an S&R Party in Section 3.8(b) (Contributed Assets).