Common use of Aggregate Cap Clause in Contracts

Aggregate Cap. The maximum amount of Indemnifiable Damages that the Indemnified Parties may recover under this Article IX for (i) the matters listed in Sections 9.1(a)(ii) through Section 9.1(a)(vi), and any breach of the Company Fundamental Representations (the matters in this clause (i), “Company Fundamental Claims”) or (ii) the matters listed in Section 9.1(b)(ii) and Section 9.1(b)(iii), and any breach of the Shareholder Fundamental Representations (the matters listed in this clause (ii), the “Shareholder Fundamental Claims”) shall be the Total Consideration that the Indemnifying Parties are entitled to receive under this Agreement (the “Aggregate Cap”), it being understood that (A) the Liability of each Indemnifying Party for the Company Fundamental Claims shall be several, and not joint, and limited to the portion of the Total Consideration actually received by such Indemnifying Party, (B) the Liability of each Indemnifying Party for the Shareholder Fundamental Claims shall be (x) limited to breaches of its own Shareholder Representations, breaches of its own covenants, agreements or obligations in this Agreement, or Taxes arising in connection with its own Company Management Shares, and (y) limited to the portion of the Total Consideration actually received by such Indemnifying Party, and (C) notwithstanding anything to the contrary in this Agreement, the maximum amount of Indemnifiable Damages that the Indemnified Parties may recover under this Article IX from the VSOP Holders and Promised Company Optionholders shall be limited to the Pro Rata Share of the Indemnity Holdback Amount, as adjusted pursuant to Section 1.4(h)(ii), of such VSOP Holder or Promised Company Optionholder solely in respect of their VSOPs or Promised Company Options, as the case may be.