Indemnification Cap Sample Clauses

Indemnification Cap. (i) The aggregate amount of Losses for which the Purchaser Indemnified Parties collectively shall be entitled to recover from the Expedia Parties pursuant to this Article VI (A) in respect of breach of representations and warranties made herein by the Expedia Parties that are not Fundamental Expedia Representations, shall not exceed US$83,859,960 (the “Cap Amount”) and (B) in respect of any breach of Fundamental Expedia Representations made herein by the Expedia Parties, shall not exceed the Purchase Price. (ii) The aggregate amount of Losses for which the Expedia Indemnified Parties shall be entitled to recover from any of the Purchaser Parties pursuant to this Article VI (A) in respect of breach of representations and warranties made herein by a Purchaser Party that are not Fundamental Purchaser Representations, shall not exceed the product of (x) the Cap Amount and (y) the Pro Rata Portion of such Purchaser Party; and (B) in respect of any breach of Fundamental Purchaser Representations made herein by a Purchaser Party, shall not exceed the Purchase Price paid by such Purchaser Party as set forth in Schedule 3 hereto.

Indemnification Cap. With respect to claims for indemnification under Section 11.2(a), except in cases of fraud, such claims shall be satisfied solely pursuant to Section 11.5.

Indemnification Cap. (a) Subject to the limitations set forth in this Article VIII, subsequent to the Closing Target will indemnify and hold harmless Acquiror and its officers, directors, agents and employees, and each person, if any, who controls or may control Acquiror within the meaning of the Securities Act (hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitation, reasonable legal fees, (collectively, "Damages") arising out of any breach of or default in connection with any of the representations, warranties, covenants and agreements given or made by Target in this Agreement (excluding Section 2.29 hereto), the Disclosure Schedules or any Exhibit to this Agreement. (b) Acquiror and Target each acknowledge that such Damages, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the total consideration Acquiror would have agreed to issue in connection with the Merger. In no event shall the aggregate liability of Target and its stockholders exceed $13,750,000 and in no event shall the individual liability of each of Target's stockholders exceed the amounts set forth in Section 8.2(d) herein; provided, however, that nothing in this Agreement shall limit the liability of any Target stockholder in connection with any breach by such stockholder of the Stockholder Agreement or irrevocably proxy or any willful misrepresentation or breach by Target or such stockholder of any representation, warranty or covenant of this Agreement or any fraudulent conduct by Target or such stockholder in connection herewith. (c) For the purpose of compensating Acquiror for its Damages pursuant to this Agreement, the Acquiror Common Stock in the Escrow Fund shall be valued at the Acquiror Stock Price. (i) The Escrow Fund shall be security for part of the indemnity obligations hereunder. Subject to the limitations in this Agreement, when entitled to Damages hereunder Acquiror shall be entitled and obligated to seek and claim the full amount of damages from the Escrow Fund until exhausted; and (ii) thereafter from all holders of Target Common Stock as of the Effective Time on a pro rata and several basis (based on their holdings as of the Effective Time) up to an aggregate liability per holder...

Indemnification Cap. Notwithstanding the other provisions of this Section 7 and other than in the event of gross negligence, willful misconduct or fraud, other than with respect to breaches of representations and warranties contained in Section 3.19 and other than claims made pursuant to Section 7.2 of this Agreement, in all such cases, for which there shall be no limit, the Company's aggregate liability pursuant to this Section 7 for breaches of representations and warranties contained in this Agreement shall be limited to an amount equal to the total amount of the Purchase Price.

Indemnification Cap. Other than (a) a breach of any of the Fundamental Representations or (b) a breach of any of the covenants in Section 9 (other than Sections 9.2(ii) and 9.3), the maximum aggregate liability of the Warrantors (other than ▇▇. ▇▇▇▇) for indemnification to the Indemnified Parties under Sections 8.3(i), (ii) and (iii) shall be limited to the Purchase Price (the “Indemnification Cap”). Other than a breach of the covenants in Section 8.1(b)(ii) and Section 9.8, the maximum aggregate liability of YY for indemnification to the Indemnified Parties under Section 8.3(iii)(y) shall be limited to the Indemnification Cap. For the avoidance of doubt, (i) the Indemnification Cap shall not apply in the event of any fraud, willful misconduct, gross negligence or willful default or willful misrepresentation either (x) on the part of any Warrantor, in which case the Indemnification Cap shall remain applicable for YY’s liability for indemnification under Section 8.3(i), (ii) and (iii), or (y) on the part of YY, in which case the Indemnification Cap shall remain applicable for the Warrantors’ liability for indemnification under Section 8.3(iii)(y); and (ii) the maximum aggregate liability of ▇▇. ▇▇▇▇ for indemnification to any Indemnified Party under Sections 8.3(i), (ii) and (iii) shall be the Indemnification Cap less any amounts which remain due and owing by ▇▇. ▇▇▇▇ to D.I. Alpha Media Company Limited pursuant to the Loan Documents, on the date that such a claim is made by an Indemnified Party under this Section 8.3.

Indemnification Cap. Notwithstanding any provision hereof to the contrary, the aggregate amount of all Damages incurred by an Indemnified Party for which such Purchaser Indemnified Party is entitled to indemnification pursuant to Section 8.2 or for which such Seller Indemnified Party is entitled to indemnification pursuant to Section 8.3 will not exceed $6,600,000; provided that for the avoidance of doubt no such limitation shall apply in respect of Damages as a result of, arising out of or relating to Damages (i) for which indemnification is provided in Section 7.1 (Indemnification for Tax Obligations), or (ii) for which indemnification is provided in sub-sections (b), (c) or (e) of Section 8.2, which indemnifiable Damages, when taken together with all other indemnifiable Damages, shall not exceed an amount equal to the Purchase Price.

Indemnification Cap. No party can recover under paragraphs 7.1 or 7.2 an amount in excess of Ten Thousand Dollars ($10,000). The foregoing limitation shall not apply to recovery for breaches of the Representations and Warranties of Organization, Existence, Good Standing, Power and Authority, and Enforceability.

Indemnification Cap. Subject to Section 9.6, the maximum aggregate liability of each party for claims for indemnification made pursuant to Section 9.2 shall be Three Hundred Thousand and 00/100 Dollars ($300,000) (the “Indemnification Cap”).

Indemnification Cap. The maximum liability of Eagle Rock to any Purchaser for claims under Section 7.01 shall be no greater than the Commitment Amount set forth opposite such Purchaser’s name on Schedule 2.01 of this Agreement, plus any expenses (including legal expenses) or costs incurred by such Purchaser in connection with such claims. The maximum liability of any Purchaser to Eagle Rock for claims under Section 7.01 shall be no greater than the Commitment Amount set forth opposite such Purchaser’s name on Schedule 2.01 of this Agreement, plus any expenses (including legal expenses) or costs incurred by Eagle Rock in connection with such claims.