Limitations on Indemnification by Buyer. (a) Buyer will have no liability pursuant to Section 7.3(a) until Seller has suffered aggregate Adverse Consequences by reason of all such breaches in excess of the Threshold, after which point Buyer will be obligated to indemnify Seller from and against all Adverse Consequences from and including the first dollar; provided, however, that the foregoing limitation shall not apply in the case of fraud or any intentional breach of any representation or warranty. (b) The aggregate maximum liability of Buyer pursuant to Section 7.3(a) shall be the Cap; provided, however, that the foregoing limitation shall not apply in the case of fraud or any intentional breach of any representation or warranty.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Kingsway Financial Services Inc)