Common use of Indemnity Amount Clause in Contracts

Indemnity Amount. Notwithstanding any provision to the contrary contained in this Agreement or any documents executed by Seller pursuant hereto or in connection herewith, the maximum aggregate liability of Seller, and the maximum aggregate amount which may be awarded to and collected by Purchaser under this Agreement (including, without limitation, the breach of any representations and warranties contained herein) and under any and all documents executed pursuant hereto or in connection herewith for which a claim is timely made by Purchaser as provided under Section 5.5, except for the obligation to pay proration amounts contained in Section 4.4(A) and the obligation and indemnity contained in Section 8.1, shall not exceed $37,500,000.00 (the "Indemnity Amount"). Further, the liability of Seller shall be limited to the assets of Seller, and in no event shall Purchaser seek satisfaction for any such liability from any of Seller's partners, members, affiliates and subsidiaries, and their respective members, stockholders, directors, officers, participants, employees, consultants, brokers and agents. This Section shall survive the Closing or the earlier termination of this Agreement.

Indemnity Amount. Notwithstanding any provision to the contrary contained in this Agreement or any documents executed by Seller pursuant hereto or in connection herewith, the maximum aggregate liability of Seller, and the maximum aggregate amount which may be awarded to and collected by Purchaser under this Agreement (including, without limitation, the breach of any representations and warranties contained herein) and under any and all documents executed pursuant hereto or in connection herewith for which a claim is timely made by Purchaser as provided under Section 5.5, except for the obligation to pay proration amounts contained in Section 4.4(A) and the obligation and indemnity contained in Section 8.1, shall not exceed $37,500,000.00 12,500,000.00 (the "Indemnity Amount"). Further, the liability of Seller shall be limited to the assets of Seller, and in no event shall Purchaser seek satisfaction for any such liability from any of Seller's partners, members, affiliates and subsidiaries, and their respective members, stockholders, directors, officers, participants, employees, consultants, brokers and agents. This Section shall survive the Closing or the earlier termination of this Agreement.