Common use of Fundamental Representations Cap Clause in Contracts

Fundamental Representations Cap. Subject to Section 10.3(b) (and without limiting Parent’s or the Purchaser’s right to make claims or receive recoveries under the R&W Insurance Policy), the Seller’s Indemnification Obligations under Sections 10.2(a) and 10.2(b) with respect to inaccuracies in or breaches of the Fundamental Representations shall be limited to payment of cash amounts not exceeding in the aggregate the sum of: (A) the Indemnification Escrow Amount; and (B) $[***] (it being understood that the amount referred to in this clause “(B)” may only be recovered by deducting and withholding such amount from, and setting off such amount against, any Contingent Payments payable by the Purchaser).

Fundamental Representations Cap. Subject to Section 10.3(b) (and without limiting Parent’s or the Purchaser’s right to make claims or receive recoveries under the R&W Insurance Policy), the Seller’s Indemnification Obligations under Sections 10.2(a) and 10.2(b) with respect to inaccuracies in or breaches of the Fundamental Representations shall be limited to payment of cash amounts not exceeding in the aggregate the sum of: (A) the Indemnification Escrow Amount; and (B) $[***] (it being understood that the amount referred to in this clause “(B)” may only be recovered by deducting and withholding such amount from, and setting off such amount against, any Contingent Payments payable by the Purchaser).