Common use of Liability Caps Clause in Contracts

Liability Caps. (A) The maximum aggregate liability of the Indemnitors for indemnification claims under Section 8.2(a)(i) and Section 8.2(a)(vi) shall, in the aggregate, be limited to $4,070,000; (B) the maximum aggregate liability of the Indemnitors for indemnification claims under Section 8.2(a)(i), Section 8.2(a)(vi) and Section 8.2(a)(ii), but only as Section 8.2(a)(ii) relates to Section 2.11(j) or the Disclosure Schedule or Closing Certificates to the extent related to Section 2.11(j), shall, in the aggregate, be limited to $6,105,000; (C) the maximum aggregate liability of the Indemnitors for indemnification claims under Section 8.2(a)(i), Section 8.2(a)(ii), Section 8.2(a)(v) and Section 8.2(a)(vi) shall, in the aggregate, be limited to $10,175,000; and (D) the maximum liability of each Indemnitor for indemnification claims under Article 9 and Section 8.2(a)(i) through Section 8.2(a)(vi), inclusive, shall be limited to a dollar amount equal to the aggregate amount of the Purchase Price actually received by such Indemnitor pursuant to this Agreement; provided, however, none of the foregoing limitations “(A)” through “(D)” shall apply in the case of Fraud by such Indemnitor, in which case recourse shall not be limited, subject to Section 8.3(d). For the avoidance of doubt, the maximum aggregate liability of each Selling Party as an Indemnitor for all indemnification claims under Article 8 shall be limited to the aggregate amount of the Purchase Price actually received by each such Selling Party pursuant to this Agreement; provided, however, such limitation shall not apply in the case of Fraud by such Indemnitor, as to which recourse shall not be limited, subject to Section 8.3(d).