Maximum Indemnification Sample Clauses
The Maximum Indemnification clause sets a cap on the total amount one party may be required to pay to the other as compensation for losses or damages under the contract. Typically, this limit is expressed as a fixed dollar amount or as a percentage of the contract value, and it applies to all indemnifiable claims arising during the agreement's term. By establishing a clear upper boundary on financial liability, this clause provides predictability and risk management for both parties, preventing potentially unlimited exposure to claims.
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Maximum Indemnification. Subject to the exceptions set forth in subsection (c)(ii) of this Section 6.4, Buyer’s obligation to indemnify Seller Indemnified Parties in respect of Seller Indemnifiable Losses described in or arising under Section 6.3(b) shall be limited, in the aggregate, to an amount equal to the Representation and Warranty Indemnity Cap Amount.
Maximum Indemnification. Subject to the exceptions set forth in Section 9.2(c) and 9.2(e) below, the Stockholders shall not be obligated to indemnify any Buyer Indemnified Party for any amount of otherwise indemnifiable losses in excess of Three Million Five Hundred Thousand Dollars ($3,500,000) (the "Maximum Indemnification").
Maximum Indemnification. Except for claims based on fraud, (i) the aggregate liability of the Parent for Damages under Section 6.1(a) shall not exceed $12,000,000 and (ii) the aggregate liability of the Parent for all Damages under this Agreement shall not exceed the Purchase Price (the “ Indemnification Cap”).
Maximum Indemnification. No party shall have any right ----------------------- to obtain an indemnification payment under this Agreement to the extent the aggregate amounts received by such party and its Affiliates and the successors and assigns of such party and its Affiliates as indemnification payments hereunder exceed $40,000,000.
Maximum Indemnification. The maximum amount that Zhang shall indemnify under this Section 10 shall not exceed 50% of the total Purchase Price as set forth in the Contract.
Maximum Indemnification. Notwithstanding anything in this Agreement to the contrary (other than the proviso to section 7.9), in no event shall PNC be obligated to provide indemnification payments pursuant to (i) Section 7.5(a) exceeding, in the aggregate, an amount (the “Cap”) equal to $1,600,000,000. For the avoidance of doubt, the Cap shall not apply to any matters under Sections 7.2(b) and (c).
Maximum Indemnification. Notwithstanding anything in this Agreement to the contrary (other than the proviso to section 7.9), in no event shall MLIM Parent be obligated to provide indemnification payments pursuant to Section 7.2(a) exceeding, in the aggregate, an amount (the “Cap”) equal to $1,600,000,000; provided, however, that such limitation on indemnification shall not apply with respect to a breach of any representation or warranty contained in the Specified Provisions and in Sections 3.21 and 3.24. For the avoidance of doubt, the Cap shall not apply to any matters under Section 7.2(b) through (f).
Maximum Indemnification. In the event the Shareholder Indemnitors ----------------------- shall have any liability for indemnification or otherwise (including without limitation, for breach of covenants or otherwise at law or equity) to any Agile Indemnified Person under this Agreement, the sole satisfaction of such liability shall be from the Escrow Fund, provided however, that nothing in this Agreement shall limit the liability in amount, indemnification period, or otherwise (i) of Digital with respect to fraud or criminal activity or (ii) of any Shareholder Indemnitor with respect to fraud or criminal activity or in connection with any breach by such Shareholder Indemnitor of any representation or covenant of such Shareholder Indemnitor in any of the agreements which are Exhibits hereto or any agreement, certificate or document delivered by such Shareholder Indemnitor (excluding those entered into as an authorized and qualified representative on behalf of Digital) in connection with the Merger and the transactions contemplated thereby to which such Shareholder Indemnitor is a party or otherwise bound.
Maximum Indemnification. Subject to the exceptions set forth in subsection (e) of this Section 11.2, the obligation of the Seller Entities to indemnify Buyer Indemnified Parties in respect of any Buyer Indemnifiable Losses described in or arising under Section 11.1(b) and (c) (“Representation, Warranty and Covenant Losses”) shall be limited, in the aggregate, to an amount equal to twenty six million two hundred fifty thousand dollars ($26,250,000) (the “Representation, Warranty and Covenant Cap”).
Maximum Indemnification. In no event shall the Seller be liable for indemnification pursuant to this Section 9 in an amount that exceeds the Purchase Price.